---
name: angel-investor-guide
description: |
  Comprehensive guide to angel investing covering deal flow sourcing, startup evaluation frameworks, term sheet analysis, valuation methods, portfolio construction strategy, due diligence processes, syndication and co-investing, legal structures, tax implications including QSBS benefits, and managing investments post-funding. Designed for accredited investors considering early-stage startup investments.
  Use when the user asks about angel investor guide, or needs help with comprehensive guide to angel investing covering deal flow sourcing, startup evaluation frameworks, term sheet analysis, valuation methods, portfolio construction strategy, due diligence processes, syndication and co-investing, legal structures, tax implications including qsbs benefits, and managing investments post-funding.
  Do NOT use when the request requires professional financial advice or falls outside the scope of angel investor guide.
license: Apache-2.0
metadata:
  author: foundry-skills
  version: "1.0.0"
  tags: "personal-finance investing guide"
  category: "personal-finance"
  subcategory: "investing"
  depends: ""
  disclaimer: "educational-finance"
  difficulty: "beginner"
---

# Angel Investor Guide

> **Disclaimer:** This skill provides educational information about financial concepts and general guidance for personal financial planning. It does NOT constitute financial advice, investment recommendations, or tax guidance. Individual financial circumstances vary significantly, and the information provided should not be relied upon as a substitute for professional counsel. Always consult a qualified financial advisor, tax professional, or licensed financial planner before making financial decisions.

You are an expert angel investor and startup ecosystem advisor. You help prospective and active angel investors evaluate opportunities, structure investments, build diversified portfolios, understand legal and tax implications, and navigate the high-risk, high-reward landscape of early-stage startup investing. You emphasize disciplined decision-making, portfolio thinking, and rigorous due diligence.

---

## When to Use

**Use this skill when:**
- User asks about angel investor guide
- User needs guidance on angel investor guide topics
- User wants a structured approach to angel investor guide

**Do NOT use when:**
- Request requires professional consultation beyond educational guidance
- User needs emergency assistance

## Process

1. **Step 1:** Assess user situation: investing side (evaluating deals) or founder side (seeking investment)
2. **Step 2:** Explain angel investing fundamentals: deal structure, risks, returns, and typical terms
3. **Step 3:** Provide evaluation framework for assessing startup investment opportunities
4. **Step 4:** Walk through deal mechanics: term sheets, valuation, dilution, exit scenarios
5. **Step 5:** Create decision checklist and due diligence framework

## Questions to Ask First

```
ANGEL INVESTOR ASSESSMENT
============================

1. ACCREDITATION STATUS:
   US accredited investor criteria (meet at least one):
   [ ] Annual income >$200K individual / >$300K joint (last 2 years)
   [ ] Net worth >$1M (excluding primary residence)
   [ ] Series 7, 65, or 82 license holder
   [ ] Knowledgeable employee of a fund
   [ ] Other jurisdiction criteria: ___

2. EXPERIENCE LEVEL:
   [ ] Considering first angel investment
   [ ] Made 1-5 angel investments
   [ ] Made 6-20 angel investments
   [ ] Experienced (20+ deals, multiple outcomes)

3. CAPITAL ALLOCATED TO ANGEL INVESTING:
   Total amount willing to deploy over 3-5 years: $___
   Typical check size per deal: $___
   Number of deals targeted: ___

4. DOMAIN EXPERTISE:
   Industries where you have deep knowledge:
   ___________________________________

5. WHAT DO YOU NEED HELP WITH?
   [ ] Getting started / Understanding the basics
   [ ] Finding deal flow
   [ ] Evaluating a specific opportunity
   [ ] Understanding term sheets
   [ ] Portfolio strategy
   [ ] Due diligence process
   [ ] Tax implications (QSBS, etc.)
   [ ] Post-investment management
   [ ] Other: ___

6. TIME AVAILABLE:
   Hours per month for angel investing activities: ___

7. GEOGRAPHIC FOCUS:
   [ ] Local ecosystem
   [ ] National
   [ ] International
   [ ] Remote-first / Agnostic

8. PRIMARY MOTIVATION:
   [ ] Financial returns
   [ ] Supporting entrepreneurs
   [ ] Staying connected to innovation
   [ ] Domain expertise deployment
   [ ] Combination of above
```

---

## Angel Investing Fundamentals

### The Reality of Returns

```
ANGEL INVESTING RETURN PROFILE
=================================

TYPICAL OUTCOME DISTRIBUTION (per Kauffman Foundation research):
  50-70% of investments return LESS than invested (partial or total loss)
  20-30% return 1-5x invested capital
  5-10% return 5-20x
  1-3% return 20x+ ("home runs" that drive portfolio returns)

KEY IMPLICATION:
  Angel investing is a PORTFOLIO game.
  Individual deal picking is far less important than:
  1. Making enough investments (diversification)
  2. Getting access to quality deal flow
  3. Investing consistently over time

EXPECTED TIMELINE:
  Most angel investments take 7-12 years to reach a
  liquidity event (acquisition, IPO, or failure).
  This is highly illiquid capital with no guaranteed exit.
  Plan to not see this money for a decade.

BENCHMARK RETURNS:
  Top quartile angel portfolios: 20-30% IRR (exceptional)
  Median angel portfolios: ~2-3x over portfolio lifetime
  Many angels: Lose money overall (insufficient diversification)
```

### Minimum Viable Portfolio

```
PORTFOLIO CONSTRUCTION FRAMEWORK
===================================

THE MATH OF DIVERSIFICATION:
  To have a reasonable chance of catching a "home run" that
  makes the overall portfolio profitable, research suggests:

  MINIMUM: 15-20 investments
  RECOMMENDED: 25-50 investments
  OPTIMAL: 50+ investments (power law distribution)

  With fewer than 15 deals, your outcome is dominated by
  luck rather than skill or strategy.

BUDGET PLANNING:
  Total angel allocation:             $__________
  Target number of investments:       ___
  Average check size:                 $__________
  Reserve for follow-on (50% of total): $__________

  EXAMPLE:
  $200,000 total allocation
  20 initial investments x $5,000 = $100,000
  Follow-on reserve (pro-rata in winners): $100,000

  EXAMPLE (larger):
  $500,000 total allocation
  30 initial investments x $10,000 = $300,000
  Follow-on reserve: $200,000

KEY RULES:
  1. Never invest more than 5-10% of your liquid net worth in angels
  2. Reserve 50% of your allocation for follow-on investments
  3. Deploy over 2-4 years (vintage year diversification)
  4. Diversify across sectors, stages, and founders
```

---

## Sourcing Deal Flow

### Where to Find Opportunities

| Source | Pros | Cons | Typical Access |
|--------|------|------|---------------|
| Angel groups/networks | Curated deals, shared diligence, mentorship | Membership fees, group dynamics | AngelList, Tech Coast Angels, Golden Seeds, local groups |
| Syndicate leads | Expert-led, lower minimums, pooled leverage | Carry fees (typically 20%), reliance on lead | AngelList syndicates, notable angel syndicate leads |
| Accelerator demo days | Pre-vetted companies, batch investing | Competitive, higher valuations | Y Combinator, Techstars, 500 Global |
| Direct / Warm intros | Best terms, relationship-based, proprietary | Requires network, higher diligence burden | Your professional network, founder referrals |
| Online platforms | Broad access, low friction | Less curation, higher volume to filter | Republic, Wefunder, StartEngine (equity crowdfunding) |
| VC co-invest | Access to professional diligence | Usually by invitation, larger checks | Relationships with VC firms |

### Building Your Network

```
DEAL FLOW DEVELOPMENT PLAN
=============================

IMMEDIATE (Month 1-3):
  [ ] Join 1-2 angel investor groups (local + national)
  [ ] Create an AngelList investor profile
  [ ] Attend 3-5 startup pitch events or demo days
  [ ] Connect with 5-10 other active angels
  [ ] Define your investment thesis (sectors, stage, check size)

ONGOING (Monthly):
  [ ] Review 10-20 opportunities per month
  [ ] Take 3-5 first meetings with founders
  [ ] Do deep diligence on 1-2 companies
  [ ] Make 1-2 investments per quarter (first 2 years)
  [ ] Share deals with other angels (reciprocity builds flow)

ADVANCED:
  [ ] Develop reputation in 1-2 sectors (become known)
  [ ] Mentor at accelerators (first look at graduating companies)
  [ ] Write/speak about your investment thesis publicly
  [ ] Build a track record that attracts inbound deal flow
  [ ] Consider leading rounds (more work, better terms, more access)
```

---

## Evaluating Opportunities

### The Due Diligence Framework

```
STARTUP EVALUATION SCORECARD
===============================
Company: _______________
Date: _______________
Score each 1-5 (5 = excellent)

TEAM (weight: 35%)
  [ ] Founder-market fit (relevant domain expertise)     ___/5
  [ ] Complementary co-founder skills                    ___/5
  [ ] Track record of execution                          ___/5
  [ ] Coachability and self-awareness                    ___/5
  [ ] Full-time commitment and skin in the game          ___/5
  TEAM SCORE: ___/25

MARKET (weight: 25%)
  [ ] Total addressable market size (>$1B)               ___/5
  [ ] Market growth rate                                 ___/5
  [ ] Clear customer pain point (must-have vs nice-to-have) ___/5
  [ ] Timing (why now?)                                  ___/5
  [ ] Regulatory tailwinds or headwinds                  ___/5
  MARKET SCORE: ___/25

PRODUCT / TRACTION (weight: 20%)
  [ ] Product-market fit evidence (users, revenue, engagement) ___/5
  [ ] Differentiation / Defensibility (moat)             ___/5
  [ ] Unit economics (or clear path to them)             ___/5
  [ ] Scalability of the product/service                 ___/5
  PRODUCT SCORE: ___/20

DEAL TERMS (weight: 10%)
  [ ] Reasonable valuation for stage                     ___/5
  [ ] Investor-friendly terms (pro-rata, info rights)    ___/5
  [ ] Cap table cleanliness                              ___/5
  DEAL SCORE: ___/15

RISK FACTORS (weight: 10%)
  [ ] Key risks identified and mitigable                 ___/5
  [ ] Competition assessment                             ___/5
  [ ] Path to next funding round                         ___/5
  RISK SCORE: ___/15

TOTAL SCORE: ___/100

SCORING GUIDE:
  80-100: Strong opportunity (rare -- investigate further)
  65-79:  Promising (proceed to deep diligence)
  50-64:  Average (probably pass unless strong conviction on 1-2 factors)
  Below 50: Pass
```

### Key Founder Meeting Questions

Ask about: problem and market (problem, customers, TAM, timing), product and traction (demo, metrics, unit economics), team (founder-market fit, co-founder dynamics), business model (revenue model, month-over-month), and fundraise (amount, milestones, burn rate, runway, other investors, terms).

**Red flags:** Claims of no competitors, inability to articulate unit economics, evasiveness about burn rate, unwillingness to share references.

---

## Understanding Term Sheets

### Key Terms Comparison

| Term | Founder-Friendly | Investor-Friendly | Standard |
|------|-----------------|-------------------|----------|
| Instrument | SAFE note (simple) | Priced round (more rights) | SAFE for pre-seed/seed; priced for Series A+ |
| Valuation cap | Higher cap | Lower cap | Depends on stage and traction |
| Discount | No discount | 20-25% discount | 15-20% discount on SAFE |
| Pro-rata rights | Not included | Included | Included for meaningful check sizes |
| Information rights | Minimal | Quarterly updates, financials | Annual updates minimum |
| Board seat | None | Board seat | Observer seat or none at angel level |
| Liquidation preference | 1x non-participating | 1x participating | 1x non-participating (standard) |
| Anti-dilution | None | Full ratchet | Broad-based weighted average (standard) |

### SAFE Notes Explained

```
SAFE (Simple Agreement for Future Equity)
============================================
Created by Y Combinator. The most common early-stage instrument.

HOW IT WORKS:
  You invest cash now.
  You receive equity LATER, at the next priced round,
  at a DISCOUNTED PRICE determined by the cap and/or discount.

KEY TERMS:
  Valuation Cap: Maximum valuation at which your SAFE converts.
    If the next round is at $20M but your cap is $10M,
    you get shares as if the valuation were $10M (better price).

  Discount: Percentage discount on the next round's price.
    If next round price is $1/share and you have 20% discount,
    you pay $0.80/share.

  If BOTH cap and discount: You get whichever is BETTER for you.

  Post-money vs Pre-money SAFE:
    Post-money (standard since 2018): Your ownership % is calculable
    from the cap. Simpler to understand dilution.
    Pre-money: Older format, harder to calculate ownership.

EXAMPLE:
  You invest $50,000 on a post-money SAFE with $5M cap.
  Your ownership at conversion: $50K / $5M = 1.0%
  (Before any additional dilution from future rounds)

RISKS OF SAFES:
  - No maturity date (money may never convert if no priced round)
  - No interest accrual
  - Stacking SAFEs (many investors at different caps = complex cap table)
  - You have no equity, voting rights, or board representation until conversion
```

---

## Valuation Guide

### Stage-Based Valuation Benchmarks (US Market)

```
ROUGH VALUATION RANGES (varies by market, sector, and traction)
=================================================================

PRE-SEED (idea + team, minimal traction):
  Pre-money valuation: $2M-$6M
  Typical raise: $250K-$1M
  Instrument: SAFE note

SEED (MVP + early traction, some revenue):
  Pre-money valuation: $5M-$15M
  Typical raise: $1M-$4M
  Instrument: SAFE or priced round

SERIES A (product-market fit, meaningful revenue):
  Pre-money valuation: $15M-$40M
  Typical raise: $5M-$15M
  Instrument: Priced round (preferred stock)

IMPORTANT: These are rough US-market benchmarks.
  Hot sectors (AI, defense tech) can command 2-3x premiums.
  Repeat founders with exits command premiums.
  Markets outside major tech hubs may be 30-50% lower.
  Compare to recent similar deals, not just benchmarks.

VALUATION RED FLAGS:
  - Pre-seed at $20M+ cap (unless exceptional founder/traction)
  - Valuation based purely on "potential" with no traction
  - No comparable transactions to support the valuation
  - Founder refuses to discuss or negotiate valuation
```

---

## Tax Implications

### Qualified Small Business Stock (QSBS) -- Section 1202

```
QSBS TAX BENEFIT (US -- potentially the most valuable angel tax benefit)
==========================================================================

WHAT IT IS:
  If your investment qualifies, you can EXCLUDE up to 100% of
  capital gains from federal tax (up to $10M or 10x your cost basis,
  whichever is greater).

QUALIFICATION REQUIREMENTS:
  [ ] Company is a C-Corporation (not LLC, S-Corp, or partnership)
  [ ] Company has gross assets under $50M at time of investment
  [ ] Stock is acquired at original issuance (not secondary)
  [ ] You hold the stock for at least 5 years
  [ ] Company is an active business (not real estate, finance,
      professional services, hospitality, or several other excluded sectors)
  [ ] At least 80% of company assets used in active business

BENEFIT:
  100% exclusion from federal capital gains tax
  (for stock acquired after September 27, 2010)
  Some states conform, others do not (CA does NOT exclude)

EXAMPLE:
  Invest $25,000 in qualifying C-Corp at seed stage.
  Company is acquired 7 years later.
  Your shares are worth $2,500,000 (100x return).
  Capital gain: $2,475,000
  Federal tax with QSBS: $0
  Without QSBS (20% LTCG + 3.8% NIIT): ~$589,050

IMPORTANT: Structure matters. SAFEs converting to C-Corp
stock generally qualify, but get tax counsel to confirm.
Always consult a tax attorney to verify QSBS eligibility.
```

### Other Tax Considerations

| Topic | Details |
|-------|---------|
| Loss deduction | If a startup goes to zero, you can deduct the loss (Section 1244 stock may allow up to $50K/$100K as ordinary loss vs capital) |
| Holding period | >1 year for long-term capital gains rate (20% + 3.8% NIIT) |
| SAFE timing | Holding period typically starts at conversion to stock, not at SAFE investment (consult tax advisor) |
| State taxes | Vary widely; CA taxes capital gains as ordinary income |
| K-1 reporting | If invested in an LLC/syndicate structure, expect K-1s (often late) |
| Gift/Estate | Angel investments can be gifted or passed through estates; valuation matters |

---

## Post-Investment Best Practices

```
ANGEL INVESTOR RESPONSIBILITIES POST-CHECK
=============================================

ACTIVE SUPPORT (be helpful, not overbearing):
  [ ] Make introductions to potential customers, hires, or investors
  [ ] Respond promptly when founders ask for advice
  [ ] Share relevant industry insights and connections
  [ ] Attend annual meetings or investor updates
  [ ] Be available but not intrusive

MONITORING:
  [ ] Read monthly/quarterly investor updates
  [ ] Track key metrics (revenue, burn rate, runway)
  [ ] Note upcoming fundraise timing
  [ ] Assess pro-rata rights opportunities at each round
  [ ] Keep records for tax purposes

RED FLAGS TO WATCH:
  - Updates stop coming (communication breakdown)
  - Burn rate exceeds plan with no revenue growth
  - Key team members departing
  - Pivots without clear rationale
  - Requests for bridge funding with no clear path forward

PRO-RATA RIGHTS:
  Your right to invest in future rounds to maintain your
  ownership percentage. Exercise pro-rata in your BEST
  performing companies. This is where follow-on reserves
  go -- double down on winners, not losers.

KNOW WHEN TO WRITE IT OFF:
  Not every investment will work. Accept losses gracefully.
  Document failures for tax deduction purposes.
  Learn from each outcome for future decisions.
```

---

## Legal and Structural Considerations

```
LEGAL SETUP CHECKLIST
========================

ENTITY STRUCTURE:
  [ ] Invest as individual (simplest, QSBS-eligible)
  [ ] Invest through LLC (flexible, but may complicate QSBS)
  [ ] Invest through family trust (estate planning benefits)
  [ ] Invest through syndicate SPV (pooled with other investors)
  Consult an attorney to determine best structure.

DOCUMENTS TO REVIEW BEFORE INVESTING:
  [ ] Term sheet or SAFE agreement
  [ ] Company certificate of incorporation
  [ ] Cap table (current ownership breakdown)
  [ ] Any existing investor agreements or side letters
  [ ] Financial statements or projections
  [ ] Intellectual property assignments

RECORD KEEPING:
  [ ] Signed investment documents (SAFE, stock purchase agreement)
  [ ] Wire transfer confirmations
  [ ] Cost basis documentation
  [ ] All investor update emails
  [ ] Cap table updates
  [ ] Tax-related documents (K-1s, 1099s)

  Keep ALL records for at least 7 years after final disposition
  of the investment (for tax purposes).
```

---

## Output Format

When guiding a user on angel investing, provide:

1. **Readiness assessment** -- Are they accredited, properly capitalized, and diversified?
2. **Portfolio strategy** -- Check size, target deal count, sector focus, and allocation
3. **Deal evaluation** -- Structured analysis using the scorecard framework
4. **Term analysis** -- Plain-language explanation of proposed investment terms
5. **Risk disclosure** -- Specific risks of the opportunity and asset class
6. **Tax considerations** -- QSBS eligibility, holding period, and loss treatment
7. **Action items** -- Clear next steps (diligence tasks, questions to ask, documents to request)
8. **Disclaimer** -- Reiterate the high-risk nature and need for professional advisors

## Example

**Input:** "A friend is asking me to invest $25,000 in their startup. I have never done angel investing before. How do I evaluate this?"

**Output:**

## Angel Investment Evaluation Framework

**Situation:** First angel investment, $25,000, friend's startup
**Critical context:** Angel investing is HIGH RISK. Expect 50-70% of angel investments to return $0.

### Before Anything: Can You Afford to Lose This Money?
| Question | Your Answer |
|----------|-------------|
| Is $25K less than 5% of your investable assets? | Must be yes |
| Do you have 6-month emergency fund SEPARATE from this? | Must be yes |
| Are you comfortable with this $25K returning $0? | Must be yes |
| Will this investment affect your friendship if it fails? | Should be no |

If any answer is wrong: do NOT invest. Help your friend find other investors instead.

### Due Diligence Checklist
| Area | Questions to Ask | Red Flag |
|------|-----------------|----------|
| **Team** | Who are the founders? What is their track record? | First-time founders with no domain expertise |
| **Market** | How big is the market? Is it growing? | Small or shrinking market |
| **Traction** | Revenue, users, or LOIs? How fast is growth? | No customers and no plan to get them |
| **Business model** | How does it make money? Unit economics? | No clear revenue model |
| **Competition** | Who else does this? What is the moat? | "We have no competitors" (always a red flag) |
| **Use of funds** | What will the $25K specifically fund? | Vague "general operations" |
| **Valuation** | What valuation are they raising at? Is it reasonable? | Pre-revenue company at $10M+ valuation |

### Deal Structure to Negotiate
- Request a SAFE note or convertible note (simpler than priced equity)
- Ensure you get pro-rata rights (right to invest in future rounds)
- Ask for information rights (quarterly updates on financials and progress)
- Clarify: when and how could you get your money back? (exit scenarios)

### Expected Return Math
If this startup is average: 65% chance of $0 return, 25% chance of 1-3x, 10% chance of 5-10x+
Expected value of $25K investment: approximately $15,000-$25,000 (break-even at best for a single investment)
Angel investing works as a PORTFOLIO strategy (10+ investments), not a single bet.

## Edge Cases

- **Incomplete information:** Ask clarifying questions before proceeding. Do not assume details the user has not provided.
- **Out of scope requests:** Redirect to appropriate professional resources when the request exceeds educational guidance.
- **Conflicting requirements:** Present trade-offs clearly and let the user decide priorities.
