Robinhood Ventures FAQ | Robinhood

Robinhood Ventures FAQ

The following are some of the most frequently asked questions about Robinhood Ventures Fund I (RVI).

What’s RVI and what does it invest in?

RVI is a listed closed-end fund (CEF) that will invest primarily in private companies operating at the frontiers of their industries. A listed CEF is an investment fund that raises a set amount of money, invests in a portfolio managed by an investment adviser, and can trade on an exchange. This structure enables managers to invest in less liquid assets, while investors buy and sell shares throughout the day.

RVI can acquire positions in private companies through direct participation in funding rounds and indirectly by investing through special purpose vehicles (SPVs). SPVs are separate legal entities that hold interests in a private company and may charge fees and expenses that will reduce returns to the fund. Review the RVI prospectus for details on SPV risks.

Who can invest in RVI?

RVI is open to all investors. There are no accreditation requirements, account minimums, income thresholds, or net worth restrictions to participate.

How do the fees work?

Like any listed CEF, RVI pays the necessary fees and expenses to run the fund, including management fees, administration fees, and expenses associated with its organization and ongoing operation. These fees and expenses are paid out of RVI's assets, which means they're paid indirectly by RVI's shareholders and will reduce the fund’s Net Asset Value (NAV).

RVI pays the Adviser a management fee calculated and payable quarterly at the annual rate of 2% of the value of the Fund's Net Assets as of the end of each quarter. Net assets is the total assets of the fund less the fund's liabilities. For purposes of determining the management fee payable to the advisor, the fund's net asset value (NAV) will be calculated prior to the reduction for any fees and expenses of the fund for that month, including and without limitation, the management fee, and/or any distributions by the fund. The other fees and expenses, combined with the management fee, make up an expense ratio. These fees are shown in the fund’s detail page within your account.

Unlike many other investment vehicles that focus on private companies, RVI’s Adviser does not receive any carried interest (or “carry”), which means Adviser doesn’t take a performance-based share of profits.

How is RVI’s cash invested?

RVI holds a cash position so that it can continue to make new investments in companies over time. When the cash is not allocated to a private company position, it is invested in money market funds. You can view the RVI’s weighted average yield within your account in the app or on the web.

How can I see what RVI is invested in?

You can view a breakdown of investments on RVI’s detail page. Keep in mind that the investment breakdown will change over time. This can happen if the value of RVI’s investments change, if RVI makes new investments, if RVI increases or decreases its position in existing investments, , and/or if RVI raises additional capital through another public offering.

It’s important to note that capital raised during RVI’s IPO will increase cash and cash equivalents relative to other holdings in the fund. This cash is intended to be used to make investments over time and to pay ongoing fund expenses. The example below illustrates how an infusion of cash from an IPO could change the breakdown or allocation of a fund’s assets. This example is for informational purposes only and does not reflect RVI’s pre- or post-IPO allocations. Actual allocations will differ.

Imagine a fund that, before its IPO, has assets valued at $600M between 4 investments and a sleeve of cash and cash-like instruments, like money market funds. Its pre-IPO allocation might look like:

  • Company 1 = $120M
    • Allocation: $120M ÷ $600M = 20% of the fund
  • Company 2 = $120M
    • Allocation: $120M ÷ $600M = 20%
  • Company 3 = $120M
    • Allocation: $120M ÷ $600M = 20%
  • Company 4 = $120M
    • Allocation: $120M ÷ $600M = 20%
  • Cash and cash equivalents = $120M
    • Allocation: $120M ÷ $600M = 20%

Before the IPO, this fund’s portfolio is evenly distributed across its holdings.

In its IPO, the fund will issue shares in exchange for cash. Since this cash will be invested or otherwise used over time, it will increase the relative weight of the fund’s cash sleeve and decrease the relative weight of the fund’s other holdings. The fund’s allocation to its existing investments decreases as the fund raises more cash. Imagine this fund raises $600M in its IPO, for a total value of $1.2B. Its post-IPO allocation would look like:

  • Company 1 = $120M
    • Allocation: $120M ÷ $1.2B = 10% of the fund
  • Company 2 = $120M
    • Allocation: $120M ÷ $1.2B = 10%
  • Company 3 = $120M
    • Allocation: $120M ÷ $1.2B = 10%
  • Company 4 = $120M
    • Allocation: $120M ÷ $1.2B = 10%
  • Cash and cash equivalents = $720M ($120M existing + $600M raised)
    • Allocation: $720M ÷ $1.2B = 60%

Post-IPO, the fund’s allocation to cash jumped from 20% to 60%. While the value of each investment did not change, the fund’s allocation to each investment dropped from 20% to 10%.

Who manages RVI’s investments?

Robinhood Ventures, also known as RHV, is the investment adviser for RVI. RHV is an SEC-registered investment adviser and a wholly owned subsidiary of Robinhood Markets, Inc.

Key terms

  • Accredited investors: Individuals or entities that meet eligibility requirements under U.S. securities laws, allowing them to participate in certain private or restricted investment offerings. This is not required to be invested in RVI. For more details, check out What is an Accredited Investor?
  • Annual recurring revenue (ARR): The total predictable recurring revenue a company expects to earn each calendar year.
  • Assets under management (AUM): The total market value of assets managed by a firm or fund on behalf of investors.
  • Convertible note: A type of short-term debt that converts into equity, typically during a future financing round.
  • Frontier company: A private company that, in the fund manager’s view, is a best-in-class, growing business operating at the cutting edge of its sector or industry.
  • Gross expense ratio: A fund’s total annual operating expenses expressed as a percentage of average net assets, before fee waivers or reimbursements.
  • Investment memos: Informational documents, resulting from investment due diligence, describing an investment opportunity, including a summary of the investment and business, financials and projections, and investment rationale. The investment team builds detailed investment memos, which they will share in a concise summary on the fund’s website.
  • IPO share price: The price at which a company’s shares are first offered to the public in an initial public offering.
  • Lead investor: The main, and often largest, investor in a funding round, often responsible for negotiating the primary terms and conducting due diligence.
  • Liquidity event announcements (IPO or acquisition): Notices that a company has announced or completed an event that may result in investor liquidity, such as an IPO or acquisition. Can also be referred to as an exit, allowing investors to receive cash or publicly traded shares.
  • Management fee: A fee paid to the investment manager for managing the fund, typically calculated as a percentage of assets under management.
  • Market price: The most recent trading price of a security in the secondary market, which may change based on market conditions and may differ from the NAV. After the IPO period ends, you can buy and sell RVI listed CEF shares in the market through your self-directed Robinhood investing account or IRA.
  • Market value: The total value of an investor’s holdings in a security, calculated as the market price multiplied by the number of shares owned.
  • Net asset value (NAV): The value of a fund’s assets minus its liabilities, calculated in accordance with the fund’s valuation policies. RVI’s NAV represents the sum of the fund’s individual assets (e.g. private company positions, cash & cash equivalent positions, etc.) minus its liabilities.
  • Net asset value per share: The value of one fund share, calculated as NAV divided by the number of shares outstanding.
  • Net expense ratio: A fund’s annual operating expenses expressed as a percentage of average net assets after applicable fee waivers or reimbursements.
  • New funding round announcements: Public disclosures indicating that a company has completed a financing event. This can be described as “up rounds” where the funding round is at a higher valuation than the previous one, or “down rounds” where the funding round is completed at a value that is lower than the previous one.
  • Number of shares outstanding: The total number of shares issued and held by investors, including both restricted and unrestricted shares.
  • Post-money valuation (PMV): The value of a company immediately after the completion of a financing round, including newly invested capital.
  • Pre-money valuation: The value of a company immediately before a financing round, excluding newly invested capital.
  • Preferred and common shares: Investments in preferred shares offer priority in payouts, getting paid first in distributions and upon liquidation. Common shares are below preferred but often come with voting rights.
  • Primary and secondary shares: Primary shares are purchased directly from companies. Secondary shares are purchased from existing investor interests.
  • Roadshow: A series of presentations by a company’s management to prospective investors, typically conducted in connection with an initial public offering or financing.
  • Round or series: A stage of funding for a company in order of when completed, such as Series A, B, and C.
  • Quarterly and annual performance updates: Periodic disclosures providing high-level information about financial performance and material developments for a reporting period.

Disclosures

Robinhood Ventures Fund I (“RVI” or the “Fund”) has filed a registration statement (including a preliminary prospectus) on Form N-2 (File No. 333-290253) with the Securities and Exchange Commission (the “SEC”) for the offering to which this free writing prospectus relates. Before you invest, you should read the preliminary prospectus in that registration statement and other documents RVI has filed with the SEC for more complete information about RVI and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, copies of the prospectus may be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com. Investors are advised to carefully consider the investment objectives, risks and charges and expenses of RVI before investing. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

RVI may not be suitable for all investors. An investment in the Fund is speculative and involves a high degree of risk with substantial risk of loss. There can be no guarantee RVI will achieve its investment objective or that RVI's management will produce the desired results.

IPOs can be risky and speculative investments, and may not be appropriate for every investor. For details, review our Initial Public Offering Risk Disclosures.

Robinhood Ventures is the investment adviser for RVI. Robinhood Ventures is the dba name for Robinhood Ventures DE, LLC (“RHV” or “Adviser”). RHV is an SEC-registered investment adviser and a wholly owned subsidiary of Robinhood Markets, Inc. Robinhood and its affiliates generally earn more money from affiliated funds, such as RVI than from unaffiliated funds.

Securities trading offered through Robinhood Financial LLC, Member SIPC, a registered broker-dealer, and a subsidiary of Robinhood Markets, Inc.

RVI is a newly organized, non‑diversified closed‑end fund investing in a concentrated portfolio of private “Frontier Companies.” This strategy entails limited information, illiquidity, valuation uncertainty, and risk of loss; shares and the value of the Fund’s net assets may be volatile and shares may trade at a discount or premium, and exposures may be via illiquid private vehicles with capital calls and extra fees. The Fund may use leverage, has limited operating history, and does not anticipate that it will pay dividends on a quarterly basis or become a predictable distributor of dividends, all of which can reduce or delay returns.

A “Frontier Company” means a private company that, in the Adviser’s view, is a best-in-class, growing business operating at the cutting edge of its sector or industry. A company is “best-in-class” if the Adviser believes it has one or more competitive advantages relative to other companies in its sector.

Listed CEFs differ from open-ended funds in that CEFs do not redeem their shares at the request of an investor. No shareholders have the right to require the Fund to redeem their shares. While the Fund’s shares are expected to be listed on an exchange, an active public market for the shares may not develop. As a result, shareholders may not be able to liquidate their investment. Accordingly, shareholders should consider that they may not have access to the funds they invest in the Fund for an indefinite period of time.

There is no assurance that the private companies in which the Fund invests will ever have a liquidity event.

The Fund will also bear additional fees and expenses including, without limitation, those associated with the organization, offering, and ongoing operation of the Fund, as well as those imposed by any special purpose vehicles through which the Fund gains indirect exposure to investments. These fees and expenses are in addition to the Management Fee, and will reduce NAV.

All rights to the trademarks included herein, other than RVI’s trademarks, belong to their respective owners and Robinhood’s use hereof does not imply any endorsement by the owners of these trademarks.

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All investing involves risk.

Brokerage services are offered through Robinhood Financial LLC, (“RHF”) a registered broker dealer (member SIPC), and clearing services through Robinhood Securities, LLC, (“RHS”) a registered broker dealer (member SIPC). While there is no additional cost to use Robinhood Legend, there are other fees associated with your brokerage account. Review the fee schedule for details.

Portfolio Management offered through Robinhood Asset Management, LLC (“Robinhood Strategies” or “RAM”), an SEC-registered investment advisor. For additional information about Robinhood Strategies, including about services, fees, risks, and conflicts of interest, review our firm’s brochure.

Futures and cleared swaps trading is offered by Robinhood Derivatives, LLC, (“RHD”) a registered futures commission merchant with the Commodity Futures Trading Commission (CFTC) and a Member of the National Futures Association (NFA). RHD is not FDIC insured or SIPC protected.

Cryptocurrency services are offered through an account with Robinhood Crypto, LLC (“RHC”) (NMLS ID: 1702840). Robinhood Crypto is licensed to engage in virtual currency business activity by the New York State Department of Financial Services. Review a list of RHC's licenses for more information. Cryptocurrency held through Robinhood Crypto is not FDIC insured or SIPC protected.

The Robinhood spending account is offered through Robinhood Money, LLC (“RHY”) (NMLS ID: 1990968), a licensed money transmitter. Review a list of our licenses for more information.

The Robinhood Cash Card is a prepaid card issued by Sutton Bank, Member FDIC, pursuant to a license from Mastercard® International Incorporated. Mastercard and the circles design are registered trademarks of Mastercard International Incorporated.

Robinhood Gold Card is subject to credit approval and underwriting. Robinhood Gold Card is offered by Robinhood Credit, Inc., and is issued by Coastal Community Bank, pursuant to a license from Visa U.S.A. Inc. Robinhood Credit, Inc. (“RCT”), is a financial technology company, not a bank.

Robinhood Gold is a subscription-based membership program of premium services offered through Robinhood Gold, LLC (“RHG”).

RHF, RHS, RAM, RHD, RHC, RHY, RCT, and RHG are affiliated entities and wholly owned subsidiaries of Robinhood Markets, Inc. RHF, RHS, RAM, RHD, RHC, RHY, RCT, and RHG are not banks. Investing products offered by RHF are not FDIC insured and involve risk, including possible loss of principal.

RHY is not a member of FINRA, and products are not subject to SIPC protection, but funds held in the Robinhood spending account and Robinhood Cash Card account may be eligible for FDIC pass-through insurance (review the Robinhood Cash Card Agreement and the Robinhood Spending Account Agreement).

Funds held in your Robinhood Cash Card account at Sutton Bank are eligible for FDIC insurance up to $250,000 and will not accrue or pay any interest. The availability of FDIC insurance is contingent upon Robinhood maintaining records acceptable to the FDIC, as receiver, if Sutton Bank should fail. FDIC insurance limits apply collectively to all of your deposits held at Sutton Bank.

Options trading entails significant risk and is not appropriate for all customers. Customers must read and understand the Characteristics and Risks of Standardized Options before engaging in any options trading strategies. Options transactions are often complex and may involve the potential of losing the entire investment in a relatively short period of time. Certain complex options strategies carry additional risk, including the potential for losses that may exceed the original investment amount.

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