How company shares are held in a dedicated cell of a Cayman SPC, and why the structure is set up this way:
When a company raises through Spring, only the percentage of the company agreed for the raise goes into the legal structure. The rest is not tokenized and stays with the company's existing shareholders.
The agreed company shares are held by a dedicated legal vehicle: a cell of a segregated portfolio company (SPC). An SPC is a single legal company divided into separate cells, and each company raising on Spring has its own cell. Each cell's assets and obligations are kept fully separate from those of every other company raising on Spring.
The cell issues the equity-backed tokens that investors receive. Under a deed poll, a legal document signed by the cell, token holders have an economic claim on the proceeds the cell receives from the company's shares.
The cell appears as a single shareholder on the company's cap table (the record of who owns the company's shares), rather than every investor being added individually. This keeps the cap table clean and makes future fundraising, corporate administration and a potential acquisition easier to manage.
The SPC is established in the Cayman Islands and owned by a Cayman foundation. The foundation has no shareholders. Its role is to own and oversee the SPC and make sure each cell meets its obligations to token holders. The Cayman Islands were chosen for their enforceability, international recognition and well-established support for deed poll arrangements. The exact entity details are disclosed in the legal documents for each raise.
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