How to Become an Angel Investor - The Definitive New Zealand Guide

This guide outlines what angel investing is, how to become an angel investor, the pros and cons vs alternative investment opportunities, and the top things to look out for when looking at a startup investment

Updated 16 March 2022

Summary

Angel investing can be one of the most lucrative ways to grow your wealth.
Just getting one investment right can return enough for you never to work again (the early investors in TradeMe, Xero and Rocketlab etc., would agree).
This guide is intended to be read from the perspective of a potential investor rather than the founder. The views expressed in this article are drawn from investing experience – and it has been tailored to suit and benefit prospective angel investors. For angel funding from a founder perspective, please visit our dedicated guide.

This guide outlines what angel investing is, how to become an angel investor and the top things to look out for when looking at a startup investment. We cover:

Warning: It's important to note that a lot of angels end up losing money. The success stories you've seen about 100X returns from putting in $10,000 into Xero does not happen to every angel investor. For each angel investment that succeeds, 100 will have failed. Keep this in mind when reading the rest of this guide - success in angel investing is far from guaranteed.

What is Angel Investing?

Angel investors are typically high net worth individuals that invest in startups at the earliest stages of their lifecycle. For their investment, they get equity ownership in the startup with the idea to exit within 7-10 years. Once the investment has been completed, they will typically work with the startup founders to scale the business and advise them on any roadblocks they come across. If the startup is successful, the angel gets a return on their equity. If the startup doesn't succeed, the angel investor likely loses their money in the startup.

Can You Make Money in Angel Investing?

There is a <1% chance that the business you invest in will go on to become a unicorn (private valuation of $1 Billion+). The odds of startups failing is high – typically, 90% will fail within the first five years. Unfortunately – this means the majority of angels are likely to lose money. However, the vital few that pick the right company can grow returns significantly faster than investing in other assets.

Even the investments that survive the first five years, the majority will likely enter a zombie-like state where the business may barely continue and likely return 0.5-1.5X what the angel investor put in.

However, the angel investments that do go well can return over 100X (as was the case for early investors in Xero and TradeMe). These examples show the potential of angel investing if the right investments are made. Even a very small investment can exhibit large returns if the angel invests in the right company.

Examples of Angel Investing (Positive and Negative)

Scenario 1:

Imagine you invest $20,000 in an early-stage startup at a valuation of $2m. You've picked a strong industry you understand with a great founding team – the company becomes a winner in their industry, and they become the dominating player.
Ignoring additional dilution, the company may go on and be sold for $40m. Here, your investment could be worth ~$250,000+. This represents a 10X+ return on the initial $20,000 that was put in.
While there are many factors in play that can influence this return profile (dilution, founders, market dynamics, exit liquidity etc.), it is possible to make a good return if you employ a winning strategy.

Scenario 2:

You invest $20,000 into a cloud-based software company at a valuation of $2m. You know the team and believe in the product.
After investing, the company raises another $1,000,000 at a valuation of $10m. Your original investment is worth $100,000.
Unfortunately, the company later runs out of money and its loss of market edge means the assets are sold for $100,000. You get back $1,000.
Such a situation sounds extreme, but it is similar to what happened with the Unfiltered startup, but it's not uncommon and often there is no buyer for the business when it fails.

How Does the Angel Investing Process Work?

There are many stages to pass through before investing as an Angel. We outline the general course of action below:

Step 1: Find deal flow: Understanding the relevant opportunities and deals in your area is the first step. The majority of angel investors join an angel syndicate to increase reach, but experienced angel investors can generate their own deal flow with the right networks and experience.

Step 2: Screening: Once deals are presented to angel investors, they'll typically screen against select criteria (typically relating to industry, raise size, interested parties etc.). There will be significantly more companies that get screened out than get pushed through to due diligence.

Step 3: Due diligence (DD): For deals that get through screening, the angel investor will research and form an opinion on things like the industry, the team, the market and the product. References may be called, and other prospective co-investors may be interacted with,

Step 4: Term sheet: Once due diligence is completed and the investment has been deemed good, a term sheet can be issued. The key focus areas in the term sheet include

Economics: Typically outlining ownership of the angels and other parties in exchange for cash. This typically includes restrictions on the Employee Shares and Option Pool (ESOP) and further raise protections (e.g. liquidation preferences)
Protections: Anti-dilution clauses are fairly standard in the industry and prevent a company from diluting existing investors that sell shares at a lower price than the angel investors / earlier investors paid.
Governance: Whether through board seats or board observer seats, angel investors typically want to be kept up to date with how the company is performing, what decisions are made and any other material pieces of information.
Exit Options: Angel investors can stipulate several scenarios where they can sell out – this typically gives the angel flexibility if the company goes in a direction the angel disagrees with. Key clauses include drag along with + tag-along rights and redemption rights
Legal Opinions: The term sheet is only an informational document; it is not legally binding. A legal document will need to be drafted up to confirm all the pieces of information in the term sheet. Typically a term sheet is used as a way to outline the expected or ideal terms and negotiated from there. The legal documents (shareholder agreement, subscription agreement) go into much more detail and are typically drafted by legal counsel.

Step 5: Post-investment: The legal documents get signed and funds get deposited. Once this is done, the deal is legally binding. Some angels can opt to invest in follow-on rounds to prevent dilution, but it's more common for angels to invest heavily at the start and limit exposure later.

The Role of an Angel Investor

There are no concrete rules about how angel investors work with their portfolio companies. However, it is common to be more hands-on than less, given they have invested in the company and want their investment to succeed. For that reason, angels can become quite hands-on after investing. Angel will usually work with the company during its early stages on things like strategy, market entry and industry analysis. Angel investors should clearly explain the expectations around communication, how hands-on (or hands-off) they would like to be and how much time should be dedicated weekly to catch up with the founding team.

The key roles that angel investors play include:
1. Capital: While there are typically other benefits that angel investors provide, capital is the essential lifeline that businesses need to operate.

2. Networking: Angels typically have connections in the industry the startup operates in, which can come in handy when closing customers or partnering up. Most professional angel investors have a deep network they can leverage off to support their startups.

3. Board Support: Not all angels will take board seats, but typically the board assists the company in making significant decisions (e.g. capital raise plans, M&A decisions, key hires etc. Board composition is extremely important and can make a big difference in the direction of the company.

4. Assisting with key hires: The biggest problem startups have is finding top talent. A lack of quality candidates can have a serious impact on the team and development of the product. Angel investors typically have a rich network of people they've worked/interacted with that they can refer to support their startups. Our guide to hiring for startups has further guidance.

5. Marketing and Public Relations: For consumer-related startups, marketing and PR are essential. Most angel investors may have deep industry experience in selling certain products, which are a huge benefit to founders. Some angels use their personal channels (i.e. LinkedIn, Clubhouse etc.) to create buzz, and it can be a very cost-effective way to boost brand presence online.

6. Technical Advice: Some angel investors have deep technical expertise that they can draw on to support the startups they invest in.

7. General Advisory: Generally, most angel investors are the first or second person to call for anything major that the founders are contemplating. This can be in the form of advice, products development or other plans.

Advantages and Disadvantages of Angel Investing

Advantages of Angel Investing

1. Intellectually stimulating: Working in a variety of startups in different industries can be a great way to keep up to date with the market and stay connected. It can be a place to put your efforts away from your day job (assuming you're not retired).

2. Keep up with trends: Startups provide the unique opportunity to understand and invest in the forefront of the latest trends and technologies. The companies you invest in literally change lives and create huge impact for the wider ecosystem – it's an intellectually challenging and rewarding element of the role as an angel investor.

3. Staying in touch with the wider ecosystem: The people you meet, memories you'll share and (hopefully) the returns you harvest will allow you to bond with other like-minded individuals. Angel investing allows you to tap into the wider ecosystem of support and community that isn't readily available in the corporate world.

4. Strong Potential returns: If you manage to back a winner, the financial upside is astronomical (100x+). One exit will likely make you financially independent and can fuel 50 more angel investments into the next wave of unicorns.

Disadvantages of Angel Investing
With the advantages in mind, there are a few downsides and risks involved with angel investing:

1. Long lock-up period: In the early stages of a company, there is typically very low liquidity in the equity you hold. It isn't as simple as selling the stock back on a stock exchange to other buyers – these companies are relatively niche, and they haven't been proven. As such, it may take many years before you get any cash in the bank from your investment winners. Angel investing is a long game and not a get rich quick scheme.

2. Investing uncertainty: Angel investing is more of an art than a science. Judgment is much more important than deep analysis and evidence. This is because at the early stage of the startup, there is a complete lack of information.

3. High risk: Most of your investments will fail. In the game of angel investing, 90% of your startups will likely become worthless after a decade. That is why it's always suggested to only invest a small portion of your wealth (e.g. 5-10%) into angel investing. If a bigger portion of your wealth was invested in angel investing, a particularly bad spree could wipe out a large portion of your net worth.

Overall, each investor's pros and cons should be weighed up to see whether angel investing is suitable. In general, if investors have:

A relatively robust amount of capital to deploy, and
Enjoy interacting with founders and entrepreneurs, and
Like to solve difficult problems that don't necessarily have solutions right now, and
Have the expertise to share,

If these are achieved, then angel investing would be ideal (if the high risk is accepted upfront).

Angel Investing Exit Scenarios

There are a few different types of liquidity events. The two most common are:

1. Acquisition
The most common path for angel investors to exit is through the sale of the company / the angel investor's stake to another party. This could be an acquisition, merger, or a secondary transaction (i.e., selling your stake to a venture capital firm that continues to hold a minority ownership stake).

2. Initial Public Offering (IPO)
Typically once a company reaches a certain point, it may exhaust private funding options and elect to go public. A company's founders and shareholders may choose to sell their stock and monetise their initial investments (typically after a lock-up period of 6-12 months). Recent New Zealand IPOs include Laybuy, Harmoney, My Food Bag and Rocket Lab (through a SPAC on the NYSE).

Angel Investing vs Other Forms of Investing

Angel investment has a variety of different characteristics when compared to other forms of investing:

1. Research: There is a wealth of information on public companies (that have significantly more stringent reporting requirements). For private companies, there is significantly less information available. This makes it more difficult to find the necessary information and more difficult to compare how one startup compares to another in its industry.

2. Deal Flow: Finding public companies is incredibly easy to do with the vast amount of information online. This isn't the case with private companies. Deal flow for Angel investments can be significantly more opaque, often requiring angels to have strong connections or access to founders to get presented with investment opportunities. Deal flow is much harder to source as an angel investor, especially if you're not connected to an angel syndicate.

3. Influence: Angel investors typically provide strategic, financial and operational advice to the startup team. On the other hand, public companies typically don't get advice from their investors (given the small ownership stake most will hold).

4. Returns: The stock market typically returns ~10-15% per year. Angel investing is a much higher risk asset class, so the gains can be much higher for companies that end up being successful and exiting(and close to 0 for the rest of them). Good angel investors will have average annual fund returns of 20%+, while underperforming angel investors may experience low single-digit returns.

5. Timescale: Angel investing locks in capital that can't be easily sold to other parties – typically exhibiting a hold period of 5 - 10 years depending on the investment. In contrast, public stock market investors can buy and sell within seconds at any point in the day given the high levels of liquidity relative to private markets.

What do Angel Investors Look For in Startups?

Angel investors can form different conclusions based on the conviction and beliefs of the individual decision-makers. That said, they try to all answer some common questions. A startup may not have some of these questions answered, and this is completely fine. The headings below are simply to guide your thought process and to tease out some of the likely questions that can lead to a better investment decision.

Team

Key considerations include:

Are the founders brave enough to tackle hard problems?
Do the founders have a unique set of skills relevant to solving the industry's specific problems?
What are the founders' unique perspectives on the problem?
How does this perspective give them a competitive advantage over others?
What is their intrinsic motivation? Why do they pursue startups, and what are their core beliefs they will draw on when times get tough?
Have they demonstrated execution excellence in their past?
Do they focus on the right things that move the dial and create value?
Have they built anything from "zero to one" instead of "one to ten" – many founders have the capabilities to scale existing operations and growth, but to start something in a completely new field is a completely different skill set.
Do they have the grit, determination and competitive mindset to see the startup through to the end? Is the time right for them to dedicate the next decade of their life to this business? Founders looking for quick exits (within 2-3 years or if they get an acquisition offer) may not have the appropriate mindset necessary to build a billion-dollar business.
Are the founders charismatic? Can they attract high-quality talent, customers and investors to follow them on their journey?

Market

Is there a target market that could support a $100m+ revenue business? For the startup to succeed and hit this milestone, the market has to be sufficiently large.
Is their business offering something better, faster or cheaper than competitors (or incumbents if the market is nascent)?
What are the macro trends that are likely to affect this market in the coming years?
What assumptions are in place / is the path to become a dominant player in the target market clear? Once this is achieved, is it defensible from competitors (e.g. a monopoly based on their technology, brand, network effects, economies of scale etc.)?

Traction

How fast has the team been in executing their current plans?
Are there clear, compelling metrics to share and discuss (most angel investments may not have this yet)?
Does the product have a "viral" effect (e.g. customers refer their friends or colleagues without having to be asked)?
Do they have revenue, and is it growing quickly relative to the stage they're at?
Could network effects drive the cost of acquisition down / reduce churn?
What key pain points do the customers have?
Do the customers exhibit a willingness to pay for the product?

Milestones

Common milestones Angels want to identify include:

Is there sufficient capital being raised to hit the target milestones?
If the milestones are hit, would the next round attract strong VCs?
Would you still invest if the valuation was 50 - 100% higher?
Are the milestones realistic?

Deal Terms

Because of the early nature of angel investing, you shouldn't spend too much time negotiating deal terms. What's likely more important is understanding whether a business is likely to grow and become a success in future. Angels typically take less control over the startup board governance and board composition.

The founders must own a large share so that they are sufficiently incentivised. For these reasons, Angels typically take a maximum ~20-30% ownership in a company.

How to Start Investing as an Angel Investor?

There are several steps to follow, which we outline in sequential order:

1. Become an Eligible Investor
For angel groups to pitch ideas to their members (e.g. Ice Angels pitching to angel investors), angel investors have to become "Eligible Investors" under the FMCA 2013. You'll likely have to self-declare that you meet certain guidelines that you can find here.

2. Asset Allocation
A good rule of thumb is not to put more than 10% of your net worth into angel investing. It also helps to invest across multiple years, in case of valuations shift or many startups launch in one year rather than another.

3. Psychological Preparation
There is a high likelihood your angel investments will return <1X – it can be good before investing to mentally write off the money you invest into startups. Most people do not make money in angel investing, so you'll likely lose most, if not all, of the money you have just allocated.

4. Learn about angel investing
Meet at least 5-10 experienced angel investors (through angel syndicates or your network). Learn as much as possible from them and listen to their stories and past investments.

5. Deal flow
Angel syndicates are the easiest way to get access to deal flow (refer to the list above). Find a syndicate you resonate with and participate in the process (from due diligence to networking). They will typically handle all of the terms, legality and paperwork while wrapping all angel investors into a nominee structure for simplicity.

6. Invest in Startups
A popular starting point is to invest $5,000 to $10,000 in 10 startups to get experience and see how angel investing works. Making a few investments is important as other angel investors will be reluctant to work with you until you have proven yourself.

Frequently Asked Questions

Angel investing is high risk and no angel is alike. We have compiled common queries below to help potential angels understand the risks and consequences of their involvement with startups.

Is investing $50,000 into one company too much money?

It depends on the company, what levels of conviction you have and how much capital you're investing with in total. Take two examples:

Scenario A:

You have a net worth of $10m and target $1m to invest in startups. You make ten angel investments of $100,000 each, focusing solely on the software and AI sectors given you 20+ years at Microsoft.
An AI IoT company raises money and asks you to contribute $50,000. In this situation, it makes sense to invest the amount (if not increasing your cheque size for more ownership).
You understand the sector and the company; you can add value to the founders and know many people in the industry.

Scenario B:

You have a net worth of $500,000 and have $100,000 to invest in startups. You want to make five angel investments with the $100,000 in any sector (you don't have much experience in anything, so you want to try your luck and spread it across multiple sectors).
A sustainable clothing brand founded by your high school friend reaches out and asks you to chip in $50,000 in their angel round. In this situation, your $50,000 cheque would only leave $50,000 for the remaining four target investments you're looking to make.
You have relatively little experience in the sector, don't have many connections and didn't vibe with your friend at high school (which means you'll likely not get along with them as a board member).
In this instance, the cheque size may be too large for the situation.

There is no single answer - if you have any doubt, never rush into an investment. It's very easy to lose money angel investing and a rushed decision is one of many ways to do it.

What if I have really high conviction on this one company (it's almost a sure thing) – can I put $200,000 to $300,000 into this?

Angel investors are free to put as much (or as little) money as they want into startups. After all – it's your hard-earned cash. But remember, there is a lot of risk. Here are a few caveats:

High conviction does not necessarily mean it is a sure thing (even if your analysis is solid). Many things can happen to the startup or the industry:
The founding team doesn't get along, or
The market implodes like 2000 or 2008, or
Competition is executed better etc.

Making more angel investments bets and reducing the check size in each company can be a good way to spread the risk. For example:

$200,000 to one angel investor may not be a lot of money, but for another angel investor, it could be 50% of their total investible amount into startups. The amount you deploy will depend on your total net worth and how much you're willing to risk at any one time into startups.
Investing $200,000 to 300,000 alone is one option but syndicating more money amongst a group of angels still gives the same benefits but significantly de-risks the investment. If a company can raise double the amount, they're potentially more likely to be able to execute on their milestones and raise the next round (and the next, and the next).
Pooling investment with other angel investors gives the startup a better chance of succeeding whilst still keeping relatively the same return profile to you.

Which angel syndicate group is the best? Can I join any angel group?

For example, "I'm Wellington-based, but I want to join Ice Angels. Is this possible?"

All angel groups vary in size and focus areas. It's relatively subjective to say whether one is better than another. Each angel group has their own pre-screening process to induct angel investors (to ensure they understand the risks and they're suitable for angel investing). In general, it should be relatively easy to join most angel groups.

Whilst there are no hard and fast requirements about having to live in the area for you to invest with them, it makes sense to join the one closest to you. This is because to support local startups, you'll need to frequently attend angel syndicate community networking meetings and generally feel more connected to the ecosystem. Nonetheless, Icehouse/Ice Angels is probably the most successful group by returns and is one of the largest angel networks in New Zealand.

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