An investor puts money into a special purpose vehicle, or SPV. The SPV says it owns shares in a private company.
But does it?
Think of the deal as a chain:
If one link is missing, the investor may not own the investment they think they bought.
Why SPV Ownership Records Matter
An SPV is a legal entity created for one specific deal or investment. It lets several investors pool money to buy an asset, such as shares in a private company.
The structure only works if the paperwork connects from start to finish. The review should compare:
- The subscription agreement showing what the investor bought
- The SPV operating agreement explaining the investor's rights
- Purchase and transfer records showing how the SPV acquired the shares
- The company's cap table or another reliable ownership record
A cap table is simply a list of who owns part of a company.
One document by itself is not enough. The names, dates, share counts, rights, and movement of money should agree across the full chain.
Where the Evidence Can Break
Checks purchase, transfer, cap-table, lien, and ownership records.
Checks access, document security, change history, and audit logs.
What a Recent SEC Case Shows
In August 2026, the SEC charged a private fund adviser and related parties with fraud involving pre-IPO investments.
The SEC's complaint alleges, among other things, that an investor was falsely told that a fund owned shares in a private company. It also alleges undisclosed fees, misleading acquisition costs, and the improper use of client assets as collateral.
Still, the case gives deal teams a practical lesson: do not rely only on a pitch deck or verbal promise when ownership can be checked against source records.
The same idea applies to tokenized securities. Putting a security on a blockchain changes how it is recorded. It does not automatically prove that the person issuing the token owns the asset behind it. SEC staff has said that recording a security onchain instead of offchain does not change how federal securities laws apply.
A Plain-English SPV Due Diligence Checklist
Before signing a letter of intent, or LOI, or wiring funds, ask:
- What exactly is the SPV supposed to own?
- Who sold or transferred the shares to the SPV?
- Do signed documents show that transfer?
- Does the cap table or another reliable ownership record match?
- Do the company name, share class, share count, dates, and price agree?
- Are there side agreements, liens, pledges, or transfer limits?
- Who can access or change the digital records supporting the deal?
- Is there a clear record of who reviewed and approved each document?
Where a Pre-LOI Cyber Scan Fits
A Pre-LOI Cyber Scan does not give a legal opinion about who owns the shares. Legal counsel, fund administrators, transfer agents, and other qualified parties may be needed to reach that conclusion.
The scan supports private equity due diligence by checking whether the digital evidence behind the deal is protected and trustworthy. It can review:
- Where key ownership documents are stored
- Who can view, edit, approve, or delete them
- Whether access and document changes are logged
- Whether sensitive deal information is shared securely
- Whether weak controls could allow records to be changed, lost, or stolen
The goal is simple: find breaks in the evidence before the LOI is signed or the money is sent.