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Investor FAQ
CONFIDENTIAL — NOT FOR PUBLIC DISTRIBUTIONAbout Angel Investing
What is angel investing?
Angel investing is investing your own money into privately held, early-stage companies. It is one of the highest-risk forms of investing, but it also comes with the potential for outsized returns if a company becomes highly successful.
Unlike buying stocks on a public exchange, angel investments are typically made while companies are still private and can remain illiquid for many years. Some successful startups have generated extraordinary returns for their earliest investors, while others return less than the original investment or fail entirely.
That combination of high risk and high potential reward is why angel investing should generally represent only a portion of an investor’s overall portfolio. You should only invest money you can afford to have tied up for a long period of time and potentially lose entirely.
What types of opportunities will be offered?
Opportunities may include pre-seed and seed-stage investments as well as secondary investments in later-stage private companies.
Each opportunity is evaluated individually and offered separately. Investors choose whether or not they want to participate in each deal.
What is a secondary investment?
A secondary investment generally involves purchasing existing shares or other interests from a current shareholder rather than purchasing newly issued securities directly from the company.
Secondaries can provide access to more established private companies, but they remain private, illiquid investments and carry significant risk. Pricing, transfer restrictions, company approval requirements and available information can differ significantly from a traditional financing round.
About the Syndicate
Who is the deal lead?
Jenny Stojkovic is a venture capitalist and angel investor with more than a decade of experience across Silicon Valley startups, technology, and venture capital.
In 2023, she co-founded Joyful Ventures, a $23 million venture capital fund, where she served as General Partner, becoming the youngest woman in the industry to raise a venture capital fund.
Jenny began her career working under Ron Conway, founder of SV Angel, where she worked directly with executives at leading technology companies including Google, Meta and Microsoft, as well as founders across the startup ecosystem, including Y Combinator, Airbnb, Uber, Lyft, Zoox and Waymo.
Jenny has worked at the forefront of AI since 2016, advising and working with leading founders including Sam Altman of OpenAI and Kyle Vogt of Cruise.
As an investor, Jenny has evaluated more than 400 companies, invested across four continents, and served on the boards of multiple venture-backed startups.
Through Lovelace Ventures, Jenny gives accredited investors access to select opportunities from her personal investment pipeline, spanning pre-seed and seed investments and secondaries in later-stage private companies. She invests her own capital alongside syndicate members and leads the sourcing, diligence and selection of each opportunity.
How are opportunities selected?
Jenny sources opportunities through her network of founders, venture capitalists, operators and other participants in the startup ecosystem.
Potential investments are evaluated individually, including through due diligence appropriate to the particular opportunity. Jenny selects the opportunities she wishes to personally invest in and potentially make available to the syndicate.
Due diligence reduces neither the inherent uncertainty of startup investing nor the possibility of losing the entire investment.
Does Jenny personally invest in these opportunities?
The intention is to offer select opportunities in companies Jenny is personally backing. Whether and how much Jenny invests will be disclosed for each individual opportunity.
Jenny's participation should not be interpreted as a guarantee or prediction of investment performance.
Do I have to participate in every investment?
No. This is not a blind-pool fund.
Each investment opportunity is presented separately. You can review the available information and decide whether you want to participate. There is no obligation to invest in future opportunities simply because you participated in a previous one.
How the SPV Works
What is an SPV?
A Special Purpose Vehicle (SPV) is a legal entity created to make a specific investment.
Instead of each investor appearing individually on a company's capitalization table, investors contribute capital to the SPV and receive an interest in the SPV. The SPV then makes the investment in the underlying company.
Am I investing directly in the company?
No. You are generally purchasing an interest in the SPV, and the SPV owns the underlying investment.
Your economic exposure therefore comes through your ownership interest in the SPV and is governed by the SPV's legal documents.
Who administers the SPV?
The SPVs are administered through Sydecar, which provides services including entity formation, investor onboarding, banking, tax administration and regulatory administration.
The deal lead selects and manages the investment; Sydecar's role as administrator should not be interpreted as an endorsement or recommendation of an investment.
Who makes decisions for the SPV?
The SPV is managed by its designated manager. Investors generally do not participate in the day-to-day management of the SPV or the underlying portfolio company.
The applicable SPV documents govern the manager's authority and investor rights.
Eligibility & Investing
Who can invest?
These opportunities are intended for accredited investors who satisfy the eligibility requirements for the applicable offering.
Participation is also subject to completion of the required onboarding, compliance and subscription process.
What is an accredited investor?
For individuals, common ways to qualify include:
- Having individual income exceeding $200,000 in each of the previous two years, with a reasonable expectation of reaching the same level in the current year;
- Having joint income with a spouse or spousal equivalent exceeding $300,000 under similar requirements; or
- Having an individual or joint net worth exceeding $1 million, excluding the value of the primary residence.
There are additional ways individuals and entities can qualify. Investors should rely on the applicable offering documents and onboarding process to determine eligibility.
What is the minimum investment?
The anticipated minimum for each opportunity is $10,000, although minimums may vary by deal and exceptions may be made at the manager's discretion.
Is there a maximum investment?
Allocations are limited and vary by opportunity. The manager may limit an individual investor's allocation or scale commitments depending on demand and the total allocation available.
Submitting an indication of interest or commitment does not necessarily guarantee the requested allocation.
Returns & Liquidity
How do I make money?
An investment can generate a return if the underlying company's value increases and the SPV ultimately realizes that value.
Potential liquidity events can include an acquisition, IPO, secondary sale or another transaction that allows the SPV to sell or otherwise monetize its investment.
There is no guarantee that any liquidity event will occur.
When will I get my money back?
There is no guaranteed timeline.
Private-company investments can remain illiquid for many years. Investors should be prepared to hold an investment for an extended period and should not invest money they may need in the near future.
Can I sell my investment whenever I want?
Generally, no.
SPV interests are private securities and are subject to legal and contractual transfer restrictions. There is generally no established public market where you can simply sell your investment.
What happens if the company goes public?
An IPO does not necessarily mean investors immediately receive cash or freely tradable shares. Lockups, distribution policies, transfer restrictions and other considerations may affect when and how the SPV can distribute or sell securities.
The manager will handle distributions in accordance with the SPV's governing documents.
What happens if the company is acquired?
If an acquisition generates proceeds for the SPV, those proceeds generally become available for distribution to investors after applicable expenses, fees and carried interest, in accordance with the SPV's governing documents.
Could I lose my entire investment?
Yes.
Startup and private-company investments are speculative and involve a high degree of risk. A company may fail, become insolvent, raise additional capital on unfavorable terms, experience significant dilution or otherwise lose some or all of its value.
Investors should be financially capable of losing 100% of their investment.
Fees & Carry
What fees am I paying?
Each deal will clearly disclose its economics before you invest.
The anticipated structure is a 2% one-time management fee and 20% carried interest, in addition to applicable SPV formation, administration, regulatory, banking, tax and other expenses.
The definitive offering documents will contain the actual fees and expenses applicable to each investment.
What is carried interest?
Carried interest, or “carry,” is the portion of investment profits allocated to the deal lead.
For example, assume $10,000 of invested capital ultimately produces $30,000 in proceeds. The investment has generated $20,000 of profit.
At 20% carry, $4,000 of that profit would be allocated as carried interest. The remaining $16,000 of profit, plus the original $10,000 of capital, would be available to the investor, before considering any other applicable expenses, taxes or waterfall provisions.
This example is for illustration only and does not represent an expected return.
Is the 2% fee annual?
No. The anticipated 2% manager fee is a one-time fee, not a 2% annual management fee.
Are there additional SPV expenses?
Yes. The SPV may incur formation, administration, regulatory, tax, banking, legal and other expenses.
Those costs are separate from the manager's carried interest and management fee and will be disclosed in the applicable offering materials.
Understanding the Risks
Why is angel investing considered high risk?
Early-stage companies often have limited operating histories, unproven business models, significant capital requirements and substantial competition.
Even companies experiencing rapid growth can fail. A successful company can also raise future financing that dilutes existing investors or complete an exit at a valuation that produces little or no return for earlier investors.
Does due diligence mean an investment is safe?
No.
Due diligence is intended to help evaluate an opportunity and identify potential risks. It cannot eliminate risk, predict the future or guarantee that information provided by a company is complete or accurate.
Can my investment be diluted?
Yes.
Companies may issue additional equity, options, convertible securities or other instruments in future financings. The SPV may not have the right or capital to participate in those financings.
As a result, the SPV's percentage ownership of a company can decline over time.
Will I receive regular information from the company?
Not necessarily.
Private companies are not subject to the same public reporting requirements as publicly traded companies. Information rights vary by investment, and investors should not assume they will receive quarterly financial statements or detailed operating information.
Are returns guaranteed?
No.
Neither the return of your original capital nor any investment profit is guaranteed. Any projections, potential outcomes, valuation scenarios or examples presented in connection with an opportunity are inherently uncertain and should not be interpreted as promises or guarantees.
Taxes
Will I receive a K-1?
SPVs structured as pass-through entities generally issue investors a Schedule K-1 reflecting their allocable share of relevant tax items.
Timing and tax treatment can vary. Investors should consult their own tax advisers regarding their individual circumstances.
Could I owe taxes before receiving cash?
It is possible in certain circumstances for a pass-through entity to allocate taxable income or gains to an investor without making a corresponding cash distribution.
Investors should consult their own tax advisers regarding the tax implications of investing through an SPV.
Important Disclosures
Is this financial advice?
No.
Information provided regarding an investment opportunity is for informational purposes and should not be considered individualized investment, legal, accounting or tax advice.
Each investor is responsible for independently evaluating an opportunity and determining whether it is appropriate for their financial circumstances, objectives and risk tolerance.
What documents should I review before investing?
Investors should carefully review all definitive offering and governing documents provided through the SPV, including the applicable subscription and operating documents and the specific investment information made available for the opportunity.
If anything in this FAQ differs from the definitive legal documents, the definitive legal documents control.
Important Risk Disclosure
Investments offered through these SPVs are speculative, illiquid and involve a high degree of risk, including the possible loss of the entire investment.
Interests in an SPV are private securities and have not been registered under the Securities Act of 1933 or applicable state securities laws and are intended to be offered pursuant to an applicable exemption from registration. Restrictions may apply to their transfer or resale.
There is no assurance that an investment will appreciate in value, experience a liquidity event or return any capital to investors. Past performance, if referenced, is not indicative of future results.
Any projections, targets, valuations, estimates, examples or forward-looking statements are inherently uncertain and should not be relied upon as guarantees of future performance.
Prospective investors should review all definitive offering documents and independently evaluate each opportunity, including consulting their own legal, tax, accounting and financial advisers as appropriate.
CONFIDENTIAL — NOT FOR PUBLIC DISTRIBUTION