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Can I add a previous investor into the RUV?

No. RUVs are designed for new capital. To be included in the RUV, all funds must flow through the RUV, as it is the RUV that is making the investment into the company. If you’d like to bring in existing investors, our Consolidation Vehicle offering may be a better fit. Consolidation Vehicles enable you to consolidate existing stakeholders into one entity without them losing any economic interest or tax benefits. You can learn more here.

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Is my RUV Public?

All deals are private and only visible to investors who have an invite link. Rollups does not publish your RUV anywhere, nor will it be indexed or advertised broadly. Once your RUV is live, it is only visible to people you’ve explicitly invited via an invite link. This means you should already have your investors soft-circled before launching. You cannot use RUVs to generally solicit investments, which means you cannot post investment links (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 both the RUV and your company.

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Will investors or others know who invested in my RUV?

No. Investor profiles and their investments are not public or searchable. Investors will also not know who else invested in the RUV. Additionally, investors will not see:
  • The RUV allocation
  • A progress bar
  • Any indication of how much has been invested within the RUV

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How do I invite investors to my RUV?

Click the ‘Invite’ button at the top right corner of your RUV dashboard. You can click ‘Copy’ to copy the invite link you’d like to share with your investors. There are three pre-set links for default investment minimums and maximums. If you’d like to set a custom investment minimum, maximum, or exact amount, click ‘Create New Link’. To set an exact investment amount: Enter the same value for both minimum and maximum. To create an invite link without an investment cap: Leave the maximum field blank.
Don’t worry, the invite links are not broken.When an investor opens multiple invite links on AngelList, they will see the combined investment range from all the links they’ve accessed.For example:
  • First link: $1,000 minimum and $10,000 maximum
  • Second link: $5,000 minimum and $50,000 maximum
  • Result: They’ll see the full combined range of $1,000 to $50,000
If you’re testing links yourself, you’ll see the combined range of any you’ve opened — but investors will only see limits based on what they’ve received.
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 Rollups or AngelList platforms 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.
If you are found to have posted the link to the RUV publicly or solicited unknown investors, Rollups reserves the right to cancel your RUV.

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Can I change the terms of my deal?

Yes, you can make changes to your deal terms. That said, while some changes are simple updates, others require us to notify the investors of the change. Please contact us immediately at team@rollups.com if you need to change any investment terms. We’ll help determine if the change requires investor notification.

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Changes that require investor notification:

These changes are considered “material” and require us to notify all committed investors, giving them 48 hours to opt out if they choose:
  • Investment instrument changes (e.g., switching from SAFE to convertible note)
  • Valuation changes (pre-money or post-money adjustments)
  • Significant round size increases (substantial changes to total raise amount)
  • Discount rate changes (e.g., the removal of a discount)
  • Lead investor changes (if a lead investor drops out or changes their investment)
  • Pro-rata rights removal (if investors lose their rights to participate in future rounds)

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Changes that don’t require notification:

  • Minor adjustments to RUV allocation amounts
  • Target closing date extensions
  • Small memo updates
  • Small administrative updates
Why do we notify investors? SEC regulations require us to inform investors of material changes to ensure transparency. Most investors appreciate being kept in the loop about important updates to their investment.

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What happens when we notify investors (opt-out process)?

When you make a material change to your deal terms, we’ll reach out to you to confirm the change. From there, we will work to align with you on how we will communicate the change to the investors. We’ll then send an email to all committed investors detailing the change and notifying them that they have 48 hours to opt out of the investment.

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Why are opt outs required?

Keeping your investors up to date on all the material terms of the deal is crucial to ensuring they can make informed investment decisions. Investors commit to invest based on the information available at the time they completed their investment, if that information changes, we have to offer them the opportunity to reconsider their investment decision.

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What counts as a “material change”?

A material change is anything that would likely influence an investor’s decision to invest or not. Important: We’ll send notifications even if the changes benefit investors (like a lower valuation). This ensures complete transparency about what they’re investing in.

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How does the notification process work?

Step 1: You contact us about a change at team@rollups.com or we’ll reach out to you. Step 2: We’ll assess if it requires an investor notification Step 3: We’ll align with you on the timing and messaging of the notice Step 4: We send the notification email to all committed investors Step 5: Investors have 48 hours to respond if they want to opt out

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Want to reach out to investors first?

Many founders prefer to personally explain changes to their investors before we send the formal notification. Just let us know, and we can often delay the official email to give you time to have those conversations.
Good news: If investors don’t respond within 48 hours, we’ll consider their investment final. We’ll update you once the deadline passes to let you know if anyone opted out.

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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 your own informational purposes - the amount you raise can be more or less than that. Investors do not see the RUV allocation amount. 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.

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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 $12M the number of accredited investors goes down to 99 (from the 249 limit for raises less $12M).

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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).

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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 investors. Ex: If the preferred stock that investors acquire comes with certain rights and there is an instance where they could potentially lose those rights.
  2. Any changes to the company. Ex: If the company is preparing for IPO, going for a 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

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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 249 investor limit across both vehicles.
Please let us know if you anticipate raising from more than 250 investors. We can discuss additional options, such as, opening a parallel vehicle for Qualified Purchasers.

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Does Rollups 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.

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Can I add people to manage the RUV?

You can grant team members access in the dashboard permissions.

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What does the Investor Flow Looks like?

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

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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.