USVC Tender Offer Fund Adds Bonus Shares for Direct Investors
USVC Venture Capital Access Fund, a retail-focused venture capital tender offer fund managed by AngelList Asset Management, plans to give investors who buy directly through its website 5% in bonus shares during a 48-hour window, with the shares paid for by the adviser rather than the fund.
Under the program, added to the fund’s prospectus in an Oct. 23 supplement, AngelList Asset Management may announce periods, which the fund calls “offer windows,” during which qualifying purchases earn bonus shares. The fund also refers to bonus shares as “match shares.” Bonus shares carry the same rights as other shares, except for a transfer restriction, and will be transferred from the assets of the adviser or its affiliates, not the fund.
To qualify, purchases must be made directly with the fund through usvc.com. Purchases made through a broker, platform, or other intermediary, or in a retirement account, are not eligible. An investor can earn bonus shares only on the first $1 million invested in each offer window, though the adviser may waive that limit.
The fund did not specify a match rate, but Ankur Nagpal, USVC general partner, said in an Oct. 30 LinkedIn post that investors in the first window will receive bonus shares equal to 5% of their investment, up to $1 million invested, or a maximum of $50,000 in bonus shares. He said the window will last 48 hours with a limited number of shares, and that the dates have not yet been announced.
Each offer window closes when purchases reach an aggregate limit announced by the adviser or on an outside closing date, whichever comes first. If the pool of bonus shares allocated to a window is used up before the outside date, the adviser may extend the window and enlarge the pool. It may also close a window early by posting notice on usvc.com. Bonus shares will be delivered within 10 business days after a window closes.
The shares come with conditions. For three years from the window’s closing date, investors may not tender, sell, transfer, pledge, or otherwise dispose of bonus shares. During that period, the adviser may require forfeiture or cancellation of some or all of an investor’s bonus shares under circumstances that include repurchases, transfers, or other events it specifies. The fund provides liquidity only through quarterly repurchase offers at the board’s discretion.
The adviser may modify, suspend, or terminate the program at any time, and the fund said investors should not rely on bonus shares remaining available when making investment decisions.
The fund disclosed a potential conflict of interest. Because AngelList Asset Management’s management fee is based on the fund’s net assets, the program will increase the adviser’s net revenues if the added fee income outweighs the cost of the bonus shares, the fund said. It also cautioned that repurchase requests tied to bonus shares could significantly affect the fund’s liquidity.
On taxes, the fund said it intends to treat bonus shares as nontaxable to the investor, a position that is not binding on the IRS. Under that approach, an investor’s tax basis in all shares received equals the cash paid, which may produce more taxable gain over the holding period. Forfeited or canceled shares may carry additional tax consequences.
USVC commenced operations Nov. 3, 2025, and AngelList announced its public launch April 22, 2026. The fund is open to non-accredited investors with a $500 minimum initial investment. As of Sept. 25, the fund had approximately $55.8 million in net assets. Its net asset value as of Sept. 29 was $22.47 per share, up from $9 million and $20.39 per share as of March 31.
Nagpal wrote in the LinkedIn post that the fund aims to be “one of the fastest funds of our kind to hit $100 million in assets.”
The fund’s most recent quarterly tender offer, which expired Oct. 29, sought to repurchase up to $2.75 million in shares, approximately 5% of net assets as of Sept. 25, the fund said. In its prior tender offer, the fund offered to buy back up to $2 million and paid shareholders a total of $427,115.81.
USVC’s structure resembles a bonus share program AltsWire reported on in January at the KKR Asset-Based Finance Fund, which also used adviser-funded shares subject to a three-year claw-back. KKR’s program, however, extended to existing shareholders and ran until the fund reached $500 million in new purchase orders or six months had passed, rather than through discretionary windows limited to direct purchases.
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