The SPV Business Model

Zero lock-in. Full Control

Cleverbit’s Special Purpose Vehicle (SPV) model was built to remove risk and simplify ownership. All without sacrificing speed, flexibility or delivery momentum.

It was built by CTOs who experienced the limits of traditional outsourcing firsthand and decided to design a better structure.

Why traditional outsourcing breaks down

When engineering is business-critical, traditional outsourcing introduces structural risk. Most outsourcing models are fragile by design:

Over time, trust erodes not because of bad intent, but because the legal structure removes options from the client. When engineering is core to your business, losing optionality can be existential.

What the SPV Model is

An SPV is a separate limited company created specifically to house your software engineering capability for a specific business purpose.

Cleverbit incorporates, staffs and operates this entity on your behalf under a Build–Operate–Transfer (BOT) model.

Malta-based jurisdiction selected based on tax, IP, employment & transfer considerations
SPV incorporated and corporate structure established
Dedicated engineering team recruited
All contracts, policies and documentation drafted upfront
A secure data room populated from day one, enabling full transparency

Cleverbit will run day-to-day operations:

Clients may have defined oversight or observer rights at board level. Knowledge, systems and decision context remain fully visible at all times.

Optional - Pre-arranged:
You hold a call option to acquire the SPV after a minimum term (typically 12 months)
The acquisition occurs at a pre-defined valuation
Employees, IP, contracts, systems and documentation transfer with continuity
No operational disruption

This structure gives you the control of an internal team with the flexibility of outsourcing, while clearly defining ownership, liability and a clean, executable path to acquisition whenever you choose.

Designed for accountability, not lock-in

Traditional outsourcing delivers scope. The client owns outcomes alone.

In the SPV model, accountability is engineered into the structure. Delivery is outcome-driven, measured against your business KPIs, with shared responsibility.

Most vendors deliver code while retaining architectural decisions, workflows, QA standards and AI pipelines.

The SPV is not optimised for short-term deliverables, but for long-term product evolution.

True IP ownership. Not just code ownership

Traditional outsourcing often claims IP ownership while retaining the knowledge, processes, tooling and operating model that make the IP valuable. With the SPV:

What the SPV structure enables

Full IP ownership (including AI agents and workflows)
Clear contracts and direct billing
Defined transfer and acquisition rights
Clean internalisation or exit paths
Investor-ready engineering ownership

You’re not renting delivery. You’re building a capability you can own outright.

When the SPV model makes sense

Engineering is strategic, not peripheral
You want long-term scale without losing control
Internalisation is likely in the future
IP, compliance or data sovereignty matter
Teams are ~6–10 engineers or larger
Investors expect clean ownership and transferability

Post-transfer continuity... If you acquire

Should you acquire the SPV, Cleverbit can continue to support you through:

This ensures continuity for you and a clean, professional transition for everyone involved.

SPV use cases

Challenge: You want access to EU engineering talent, but setting up a foreign subsidiary is slow, expensive and operationally heavy. You need compliance, local employment and data protection handled properly. Without having to commit to permanent infrastructure too early.

SPV Outcome: Launch a fully compliant EU-based engineering unit quickly, with governance and employment handled end-to-end. Scale with confidence and retain the option to acquire the entity outright or exit cleanly if strategy changes.

Challenge: You need to scale engineering aggressively, but future funding rounds or diligence processes may scrutinise vendor dependency, IP ownership and structural control.

SPV Outcome: Build at speed today inside a ringfenced legal structure, with full IP clarity and pre-agreed transfer terms. When investors require internalisation, you can convert the SPV into a fully owned capability without disruption or renegotiation.

Challenge: A new product or feature could become core to the business… or it could be discontinued. You need momentum without long-term structural commitment.

SPV Outcome: Set up a dedicated product team that operates independently and at speed. If the initiative succeeds, acquire the SPV and internalise seamlessly. If it doesn’t, unwind cleanly without contaminating your core structure.

Challenge: Strategic initiatives are constantly delayed by internal firefighting, legacy systems and competing priorities. Focus is lost and progress stalls.

SPV Outcome: Create a protected, autonomous delivery unit with its own governance, leadership, and incentives. Move fast on critical work today, with the option to integrate into your core organisation later.

Challenge: AI is strategically important, but your existing teams are fully allocated. Building AI capability internally would require distraction, restructuring or risky shortcuts.

SPV Outcome: Set up a dedicated AI-focused engineering unit with full ownership of agents, workflows, tooling and outputs. Develop capability safely and deliberately. Then internalise once it becomes core.

Challenge: You must accelerate delivery while operating under strict compliance, data protection or financial regulation. Traditional outsourcing introduces governance risk.

SPV Outcome: Operate within a structured, audit-ready engineering entity with defined oversight, documentation and transferability. Meet regulatory standards while retaining speed and flexibility.

Challenge: Vendor dependency, unclear IP ownership and opaque team structures weaken valuation and slow transactions during fundraising, M&A or exit processes.

SPV Outcome: Present investors or acquirers with a clean, ringfenced engineering entity. Complete with full IP ownership, governance clarity and defined transfer rights. Reduce friction, increase confidence and protect valuation.

SPV Business Model - FAQs

What is an SPV (Special Purpose Vehicle) and why do we use it?

An SPV (Special Purpose Vehicle) is a separate legal entity created to house your software development team and engineering capability.

We set up an SPV specifically for your engagement, tailored to your scale, jurisdiction, and governance needs. It is initially owned by Cleverbit and key people within the team who are critical to delivery success, ensuring incentives remain aligned from day one.

The SPV can then be acquired by the client, should they choose to do so, at a pre-agreed valuation.

It enables:

Full IP and process ownership, including any AI agents developed specifically for the team
Direct contracts and billing
A clear path to team transition or acquisition

You get the benefits of an outsourced team with the control and transparency of in-house staff.

How is the SPV set up and structured?

Each SPV is incorporated as a standalone company, with its own governance, contracts, and operating framework. This structure ensures clear ownership, accountability, and clean separation from Cleverbit’s core business.

The SPV is structured to meet local regulatory, employment and corporation tax requirements, while remaining flexible enough to support future acquisition, internalisation, or exit.

This approach avoids shared-entity risk and ensures the SPV can be transferred cleanly if and when ownership changes.

What do we mean by low-risk and zero lock-in?

It means that whenever you decide to move on, your team moves with you. All code, knowledge, infrastructure, and documentation are structured for full transferability from day one. There are no artificial dependencies, proprietary blockers, or hidden costs, just a clear path to ownership.

What if I don’t want to take ownership of the team?

That’s perfectly fine. You are under no obligation to acquire the SPV. You can continue to operate it under Cleverbit’s management indefinitely. The flexibility exists to build trust and ensure aligned incentives. While we employ and manage the team, they work for your success, not ours. If circumstances change, you can internalise the team, retain Cleverbit as your management partner, or walk away; your IP and data will always remain yours.

What if I don’t need an SPV right now?

No problem. If an SPV isn’t required, we continue under our standard engagement model. You’ll still benefit from the same high-performance delivery, transparency, and culture and can migrate to an SPV later if your scale or governance needs evolve.

When should I consider using an SPV with Cleverbit?

The SPV model is ideal when:

You want low-risk, high-quality, long-term outsourcing
You plan to internalise the team at a later date
IP and compliance concerns require segregated legal ownership
You want a clear exit or acquisition strategy
You are already working with a large (8 to 10 people) team with us

This model is especially useful for venture-backed scaleups and regulated industries.

Who manages the SPV?

Cleverbit manages the SPV on your behalf:

We set it up as a legal entity in Malta, where Cleverbit is based; this could provide tax advantages for the client, although we may consider other alternatives if necessary
We handle payroll, HR, training, and operations
We ensure compliance with local and EU regulations
We manage the people to ensure that employee context is right for performance
We manage and train the team to our high-performance standards, rewarding them for outcomes in your business
We quality control people decisions

All with full transparency, control, and access for you as the client.

What are the advantages of the SPV model?

Access to the Cleverbit way of hiring and managing top-tier engineers
Access to high-performance teams
Clear real-time transparency and control over development and operations
All the advantages of an outsourced team with the level of commitment and ownership of an in-house department
Increased trust
Clear IP ownership, including all AI agents and AI agent output built for the team or SPV
Easier compliance with data and security standards
Flexibility for future mergers, acquisitions or team transitions
Transparent cost structure
Full integration, with no need to micromanage or worry about providing exact specs – we become part of your business

Do I have to commit to buying the team outright?

No. The SPV model is built for control and flexibility, not obligation. You decide how and when to internalise, if at all.