Deal Mechanics

How angel deals actually work

Understanding angel investing conceptually is one thing; closing an actual deal is another. This is the mechanics layer — the paperwork, structures and numbers behind every angel check.

Frequently asked questions

What order should I read these in?
If you are new, start with valuation and cap tables — they explain what you are actually buying. Then term sheets and SPVs for how deals are structured, and due diligence plus pitch red flags for what to check before you commit.
Do these apply to deals outside Latin America too?
The mechanics — SAFEs, cap tables, term sheets, valuation math — are largely global, popularized by US venture practice and now standard across most startup ecosystems. A few notes throughout call out where LATAM-specific practice differs, mainly around legal structure and cross-border considerations.
Where can I read about angel investing conceptually, not just the mechanics?
See what is angel investing and how to become an angel investor for the bigger picture before diving into deal mechanics.

How these pieces fit together


The order they actually matter in

A first-time angel usually meets these concepts in the order a founder presents them, which is the wrong order. Valuation is discussed first and matters least at the moment of investing, because a seed price is a negotiation rather than a measurement. What determines your outcome is further down the list: the liquidation preference stack that sits above you, whether you hold pro rata rights, and how much dilution stands between this round and an exit. Read those three before arguing about the pre-money.

Terms are a package, not a menu

Every term interacts with the others. A high valuation with a participating preference and a large pre-money option pool can leave a founder and an early angel worse off than a lower valuation on clean terms. This is why comparing two deals on headline valuation alone is meaningless: the same number can describe two economically different investments. Ask for the full term sheet and read the parts nobody highlights.

What you can and cannot negotiate as a small cheque

An angel writing a small cheque into a priced round is usually taking the terms the lead negotiated. That is not a reason to skip reading them — it is the reason to read them, because your only real decision is whether to accept the package as it stands. Where a small investor does have leverage is in structure: whether you invest directly or through an SPV, whether you have information rights, and whether you commit to follow on.