01Client story
Rebel Fund
Opening a US venture fund to European investors without rebuilding it
Yooro has been an outstanding partner to Rebel Fund. We had European investors who wanted access to our second fund and no practical way to give it to them. Their team turned that into a structure those investors could actually hold, without changing anything about our fund. Deep technical expertise, exceptional execution, and a seamless process for us and for them. We look forward to continuing to work together.
The structure
- US venture fund
- Luxembourg compartment
- European investors
- from decision to live subscriptions
- 2 weeks
- subscribed
- ~USD 5M
- across three countries
- 20 investors
Read the case study: Rebel Fund
01European demand
Rebel Fund is a US venture fund investing in Y Combinator companies. Its structure, like that of almost every US fund, was designed for US limited partners.
European interest arrived anyway, and it kept arriving.
“We were meeting good European investors who understood exactly what we do and wanted in,” says Luis R. Fortuño, Managing Director. “The demand was never the issue. The issue was that our fund was not built to receive them, and neither was their side of the transaction.”
02Three points of friction
The friction showed up in three places at once.
Subscription. A European investor would work through documentation drafted for a different jurisdiction and a different type of counterparty; with a process their advisors had not seen before.
Custody. The position could not be held where the investor holds everything else. For an investor used to seeing their portfolio in one place, an LP interest in a US fund sits nowhere.
Administration. Each European commitment added a separate line to manage, with its own onboarding, its own reporting expectations, and its own set of questions.
03The conventional route
The conventional fix is to build a parallel European vehicle alongside the main fund.
“That is a real answer if you are raising a large European allocation,” says Fortuño. “For the size we were talking about, the cost and the time made no sense. You end up standing up a whole second structure, in a jurisdiction you do not operate in, to serve a fraction of the raise. It becomes a project, and we are not in the business of running structures. We are in the business of picking companies.”
04The Yooro structure
Yooro approached it from the other direction.
Rather than changing anything about Rebel Fund, Yooro issued a note through a dedicated compartment of its Luxembourg SPV. European investors subscribe to the note in a format their own bank can process and hold in custody. The compartment then commits to the fund as a single limited partner, so the fund’s register gains one line rather than fifteen.
05The result
The compartment was live for subscriptions two weeks after the decision to proceed. Around USD 5 million was subscribed by 20 professional investors across three countries, held in custody with the investors’ own banks. The note also exists in tokenised form, so investors who prefer to hold it directly can. Rebel Fund’s documentation, jurisdiction and structure were untouched throughout.
“We did not restructure anything, and we did not take on a new jurisdiction,” says Fortuño. “We stopped losing investors who wanted to be in.”
Rebel’s selection work is where its returns come from, and the firm can now put that work in front of a pool of investors it previously had to turn away.
06About Rebel Fund
Rebel Fund invests in top Y Combinator companies, applying a data-driven approach to selection across the YC portfolio. rebelfund.vc