Can I add a previous investor into the RUV?

No, the RUV is best suited for new capital so all the funds need to flow through us for the investors to be included in the vehicle.

Is my RUV Public?

All deals are private and only visible to investors that have the invite link.

AngelList does not publish your RUV anywhere. Once your RUV is live, the only people who can see it are people that you specifically invited to the RUV with invite links. This means that you need to have your investors already soft-circled.

You cannot use RUVs to generally solicit investments, which means that you cannot post links to invest (or even mention that you have a live RUV) publicly, since that could be considered general solicitation by the SEC and trigger increased reporting requirements for the RUV as well as for your company.

How do I invite investors to my RUV?

Click the Invite button at the top of the page to copy the link you can share with investors. There are three pre-set links for default investment minimums and maximums. If you’d like to set a custom investment minimum and maximum, click the Create New Link.

Don’t worry, the invite links are not broken. Investors will always see the lowest min/highest max they are eligible for. The system is keeping track of what invite links they’ve used. If you are testing out the links, and you used a link with a with a lower min/higher max, you will still see it from your account. You can trust that the investors who use this link will only be able to invest within the limit you set when you gneerated the link.

Due to general solicitation restrictions, you cannot share the RUV invite links publicly (Twitter, newsletters, press blogs, etc.) or publicly mention that you have a live RUV running. For the same reason, RUV deals are not visible on the AngelList platform and are only accessible through a private link. Unless we explicitly mention otherwise, your RUV needs to fundraise privately.

Publicly marketing the RUV may not only undermine the regulatory viability of the RUV but under some circumstances can cause the direct fundraise to become subject to general solicitation rules.

The SEC has strict rules around how and to whom investment opportunities can be presented. Please only share the RUV invites with individuals you know are accredited and with whom you have a pre-existing substantial relationship with.

If you are found to have posted the link to the RUV publically or solicited unknown investors, AngelList reserves the right to cancel your RUV.

Can I change the terms of the deal?

If any of the investment terms that were disclosed to LPs change, please notify us immediately at rollups@angellist.com. In some cases, the change may not be material, in other cases, it might require that we send a notice to investors.

Examples of changes that require notice to LPs and potentially opt-out:

  • Instrument changes

  • Valuation changes

  • Discount changes

  • Lead investor changes

  • Loss of pro-rata rights

Changing the round size or the target closing date would not require an opt-out.

What is an opt-out?

An opt-out is a message we have to send to Investors if there was a material change with the terms of the deal they have committed to.

If you change the terms of the deal, we are required to send an email notifying investors of the changes and providing them with the opportunity to cancel their commitment.

Why do we send opt-outs?

Keeping your investors up to date on all the material terms of the deal is crucial to ensuring they can make informed investment decisions.

Since investors committed to the RUV invest based on the information available at the time they completed the closing flow, if that information changes, we have to offer them the opportunity to reconsider their investment.

What constitutes a material change?

Generally, a change is considered material if a reasonable investor is likely to think the change alters the total mix of investment information.

We will also send an opt-out even if the terms are materially better for the Investor. We want to make sure investors know the terms they are getting through the RUV.

Will I know when the opt-out is sent?

After a change has been initiated, a member of the RUV team will reach out to you directly.

If the change was an error, we will simply ask you to change the terms back to what they were prior to the change.

If intended, we may need to send a notice. Oftentimes, founders would like the opportunity to reach out to investors directly first. The RUV team can sometimes delay sending opt-out emails to allow you to do so.

If investors do not request to opt out during the 48-hour window, AngelList considers their investment final.

We will send you an update once the deadline has passed to let you know if any investors decided to opt-out following the change.

Can I go over the allocation?

When you set up an RUV, you can indicate your target allocation for the RUV. However, this is merely for informational purposes - the amount you raise can be more or less than that.

If you’ve raised more capital than what you want to have invested in the company, you can scale back LPs. There are usually two ways we see founders scale back investors:

  1. All investors proportionally

  2. Reducing select investors

Investors whose investment gets reduced will see any excess funds returned to their AngelList account (not their bank account). From there, investors can either withdraw funds to their bank account or apply them towards their next investment on AngelList. We will notify LPs of the refund.

Is there a maximum investment amount in the RUV?

We’ve seen million dollar checks come in through a RUV. However, if the RUV is raising more than $10M the number of accredited investors goes down to 99.

RUVs must raise at least 40kfromaminimumof2investorsandtheminimumchecksizeperinvestoris40k from a minimum of 2 investors and the minimum check size per investor is 1k.

How does the Voting Proxy work?

The proxy gives you the right to vote on behalf of the entire RUV for non Material matters (see a definition of “Material Matter” in the proxy).

What would be considered a Material Matter

Material matters can generally be separated into two categories:

  1. Anything impacting the rights privileges and responsibilities of the stockholders.

    Ex: If the preferred stock that investors acquire comes with certain rights and there is an instance where they could potentially lose these rights.

  2. Any changes to the company.

    An example would be IPO, merger or major corporate restructuring (the company splitting off or rolling into another entity).

Below is a sample of the Proxy. Sample Proxy for RUV

Can I run more than one RUV at the same time?

Yes! Please note that if there are two or more RUVs set up within a certain time frame (typically 6 months), we would still have to apply the 250 investor limit across both vehicles.

Does AngelList Provide any side letters?

If a Pro-Rata side letter, Proxy Letter, or Tax Rep Letter is required, we will provide them to you. If you want to use your own side letters or want the RUV to sign any additional side letters, we will have to have them reviewed internally.

Side letter reviews will cost an additional $2.5k. These fees will be added to your final invoice.

Can I add people to manage the RUV?

You can grant team members access in the dashboard permissions.

What does the Investor Flow Looks like?

To preview what your investors might see, copy and paste the invite link into your browser. You can also see a video of the investor flow here.

Can I use my own documents?

When it comes time to close the RUV, you will send us the company’s financing documents. Before we close the RUV, we will verify that the terms of the documents match the disclosed to investors.