4 ms·
Yup. I call these a "trigger funds". There are also entire non-investment-registered regular C-corps (e.g. Flow) that are, effectively, also "trigger funds".
by calmbonsai 2y ago
Yup. I call these a "trigger funds".
There are also entire non-investment-registered regular C-corps (e.g. Flow) that are, effectively, also "trigger funds".
1. You setup a pool of capital with a small board of all-insiders that are also investors + one token "independent". Usually the token "independent" is also the "face".
2. That pool of capital registers as a normal C-corp in Delaware with the stated "trigger" as a vaguely worded business model.
3. To maintain the illusion of C-corp, you immediately get into a low-capital-requirement "ancillary" slim-margin commodity business. The sole purpose of the "ancillary" business is to have a balance sheet with some assets, debits, credit, and cashflows on the books for auditing, PR, and tax purposes.
4. Whenever the "trigger" happens, all that sleepy capital suddenly awakens for the actual business activity--usually rampant acquisitions and brand consolidation.
5. If the "trigger" never happens, then the business is auto-dissolved with a known prior dissolution agreement between the original partners.
By the way, this is how SPACs were done before formal SPAC regulation. Since so many SPACs failed, this practice of a reversion to non-SPAC SPACs has had a significant upswing.