Angel investing through the Viaka Angel Network is designed to be simple and structured:

Deal Sourcing & Screening

Viaka identifies, vets, and selects high-quality startup opportunities to present to the network.

Deal Introduction

Angels receive:

• An invite to a 1-hour live Q&A with the founders

• A full investment package (memo, pitch deck, and supporting materials like product demos). Sample memo can be found here.

Commitment Period (≈2 weeks)

After the Q&A, angels have roughly two weeks to submit their investment commitments via email. Minimum commitments are typically around $1K-$2K USD.

SPV Documentation

Once the commitment period is over, angels sign subscription documents to join the SPV (Special Purpose Vehicle) LLC, which is, unless otherwise described, typically a Delaware Limited Liability Company, taxed as a C-Corporation.

Funding

After documents are signed, angels receive wire instructions to transfer funds to the SPV LLC bank account. Viaka then aggregates and wires the capital to the underlying company.

Confirmation

Angels are notified once the funds are received by the company and the investment is officially completed.

Minimum check sizes usually range between $1K-$5K USD.

Fees and Ongoing Expenses

In addition to their investment amount, angels contribute to the legal and administrative costs associated with setting up the SPV. These fees typically range from 2% to 9.99% of the committed amount and decrease as the total size of the SPV increases. For example, if an angel commits $1,000 USD and the applicable fee is 5%, the total wire amount would be $1,050 USD. These initial fees also anticipate coverage of the ongoing costs for a period of time and expected through the lifetime of the SPV LLC. 

Management Fees & Carry

Viaka currently does not charge management fees or carry on its SPVs. This may evolve over time and could vary on a deal-by-deal basis.

Viaka typically sets up SPV bank accounts with Avid Bank. This may change depending on the specific deal, jurisdictional requirements, or operational considerations.

Viaka works with Abe Wehbi of Taft Law.

Viaka SPVs are generally structured as Delaware Limited Liability Companies (LLCs), elected to be taxed as a C-Corporation.

SPVs (Special Purpose Vehicles) are typically structured as LLCs because LLCs provide the best mix of liability protection, simplicity, flexibility, and cap table efficiency.

The biggest advantage is limited liability protection. Investors in the LLC are generally only liable for the amount they invest, making it difficult for liabilities or lawsuits involving the SPV to extend to the individual members personally.

LLCs are also easier to manage than corporations. Unlike corporations, LLCs usually do not require:

• a Board of Directors,

• annual meetings,

• or extensive corporate formalities.

This makes them ideal for SPVs, which are often created for a single investment.

In addition, LLCs offer flexibility in ownership structure and management. Whether an SPV is pooling $5K or $20M, the structure generally works the same way.

Another major benefit is cap table simplification. Instead of having 100 individual investors on a startup’s cap table, all investors are pooled into one LLC that appears as a single line item. This gives the company one governing entity and one point of contact, which is cleaner and more attractive to founders and lead investors.

Overall, LLCs are preferred for SPVs because they protect investors while keeping the structure simple, flexible, and efficient for everyone involved.

With respect to taxation, having the LLC taxed as a C-Corp is aimed to reduce annual tax reporting, as the LLC should only make a single distribution at the portfolio’s exit. This also eliminates the need for the LLC to issue K-1s at the end of each year, which will cause the investment to become reportable for all investors (domestic and foreign), annually. Given Viaka’s international presence and participation by international angel investors in each investment, we want to structure this in an inclusive way. This may change deal to deal depending on investor pool.

You can find a sample operating agreement here: Link. 

Please note that operating agreements may vary on a deal-by-deal basis depending on the structure and requirements of each investment.

VIAKA ANGEL INVESTMENTS MANAGEMENT, LLC acts as the Manager of the SPV. A member of the Viaka team acts as the Manager of VIAKA ANGEL INVESTMENTS MANAGEMENT, LLC.

The Manager is responsible for:

• Executing the investment

• Handling administrative and legal matters (i.e filing taxes)

• Managing communications with investors

• Overseeing distributions

While Viaka cannot guarantee that portfolio companies provide regular updates, any information received is shared with SPV investors.

In addition, Viaka aims to:

• Host bi-annual update calls with portfolio companies and share updates with SPV investors.

• Share insights from ad-hoc conversations and developments

Viaka maintains an internal dashboard tracking portfolio performance based on company updates. Access to this dashboard is provided to SPV investors post-investment.

Note: The accuracy and frequency of updates depend on the information shared by the underlying portfolio companies.

In the event of an acquisition (or other liquidity event such as an IPO or secondary sale):

• The SPV receives its pro-rata share of proceeds based on its ownership

• After any applicable fees, expenses, or carried interest, proceeds are distributed to SPV investors (pro-rata)

• Viaka coordinates the entire process, including:

  • Receiving funds

  • Handling legal and administrative requirements

  • Distributing capital to investors

• Timing of distributions depends on the specifics of the transaction but is typically completed as soon as practicable after funds are received.

The SPV will hold the shares of the publicly traded entity, which will usually be subject to a 180 day lock-up (e.g., nothing can be done with the shares until that expires). When any sort of restrictions expire, there is usually a member vote (by majority) as to whether to cash out the shares and then distribute the cash to the SPV shareholders, or liquidate the SPV and then distribute the shares pro rata. Usually, however, it is the latter, with each member able to then decide on what to do with the shares.

Virtual sessions:

• Angel Investing Fundamentals and Evaluation

• Portfolio Strategy

• How Angels Actually Hold the Investment — LLC Operating Agreements & SPV Structures

• After You Invest - The Angel’s Relationship with the Company
  

Playbook:

• The Viaka Angel Investing Guide