Angel & Pre-IPO AI Due Diligence Dossier

How to Use This Page

For Human Investors

Unless you are a strange person or have too much time on your hands, you’re probably never going to read this entire dossier. Practical options would be using the search function for the right keywords, but ideally use the copy and paste into your favorite AI chat and use it to assist you with the right starting knowledge. Of course, this is no replacement for professional advice, but I think it’s a great start to get educated, and I hope to see you at a future Wealth Elevator event!

Suggested Copy/Paste Prompts

1. I am an accredited investor reviewing a passive alternative investment. Using the information I already provided in this chat, act as a skeptical but fair due diligence assistant.

   Please help me identify:
   1. The main investment thesis
   2. The strongest reasons this could work
   3. The biggest risks or blind spots
   4. The assumptions that need to be verified
   5. The questions I should ask before investing
   6. What information is missing
   7. Whether this investment seems more suitable for cash flow, tax benefits, appreciation, or asymmetric upside

   Do not assume the sponsor’s projections are accurate. Separate facts, assumptions, opinions, and marketing claims.

2. Using the information I loaded into this chat, review this investment opportunity like a skeptical investor who is trying to avoid making an emotional decision.

   Please identify:
   1. Any red flags
   2. Any yellow flags that require more follow-up
   3. Any claims that sound overly promotional
   4. Any risks that may be underexplained
   5. Any conflicts of interest
   6. Any fees, incentives, or assumptions that deserve extra scrutiny
   7. The top 10 questions I should ask before moving forward

   Be direct and practical. I would rather be warned early than surprised later.

3. Based on the investment information I provided, create a due diligence question list organized by audience.

   Please separate the questions into:
   1. Questions for the sponsor, operator, or founder
   2. Questions for my CPA
   3. Questions for my attorney
   4. Questions for myself as the investor
   5. Questions about downside scenarios
   6. Questions about reporting, liquidity, fees, and exits

   Make the questions specific, not generic. Prioritize the questions that could reveal whether this is a good deal, a mediocre deal, or a deal I should avoid.

4. Using the information already loaded into this chat, help me evaluate whether this investment fits my goals as a passive accredited investor.

   Please analyze:
   1. Whether this investment is mainly for income, tax benefits, growth, diversification, or upside
   2. What type of investor this may be appropriate for
   3. What type of investor should probably avoid it
   4. How this compares to real estate, private credit, oil and gas, angel investing, or public market investing
   5. The likely holding period and liquidity limitations
   6. The main ways I could lose money
   7. The main follow-up questions I need answered before making a decision

   Give me a practical investor-fit summary at the end.

5. Using the information I loaded into this chat, create a one-page investment memo for this opportunity.

   Organize it into:
   1. Executive summary
   2. Investment thesis
   3. Potential upside
   4. Key risks
   5. Tax considerations
   6. Sponsor, operator, or founder considerations
   7. Deal structure
   8. Fees and incentives
   9. Open questions
   10. Final diligence checklist

   Do not make a recommendation to invest. Instead, summarize what is known, what is assumed, what is missing, and what must be verified before making a decision.

Angel Investing Overview

These tips cover what angel and pre-IPO investing is and how it fits a portfolio. The free course starts with Lesson 1.

What Is Angel Investing?

Angel investing means putting your own money into a private company, usually at an early stage, in exchange for shares or a right to future shares. Later-stage pre-IPO investing buys into much larger private companies. See Lesson 1.

Early-Stage Investors Should Add Value Without Becoming Noise https://youtu.be/mkKQ3pCXjm0

In early-stage private equity and angel-style investing, passive capital is often not the same as “dumb money.” The better investors may bring relationships, introductions, industry knowledge, hiring referrals, customer leads, or operator judgment. One example discussed was an alarm company that incentivized investors similarly to salespeople: if they introduced a customer, they could receive a percentage of first-year revenue. That kind of structure can turn investors into aligned contributors rather than passive spectators.

The warning is that “helping” is not the same as constantly bothering the CEO or operator with nonproductive questions. Investors can hurt their own investment if they consume management’s time without adding useful leverage. Good investor involvement should make the business better, not create administrative drag.

For passive investors, the diligence question is whether the deal has a thoughtful way to use investor networks, expertise, or relationships. In smaller businesses especially, the right investors can become a practical advantage. But the contribution needs to be specific, useful, and aligned with the company’s actual growth plan.

Pre-IPO Stage Selection Is a Risk-Return Decision https://youtu.be/bYT4E3XH2mg

Pre-IPO investing should not be analyzed only by asking, “How big could this become?” The round stage matters because each later financing round typically reduces both upside and failure risk. Early rounds may offer the theoretical possibility of very large multiples, but they also usually carry the highest uncertainty around product-market fit, revenue, follow-on financing, and exit timing.

A practical framework is to think in ranges rather than slogans. For smaller venture-style companies, the investor may view Series B through D as a potential middle ground where the company has moved beyond pure concept risk but may still have meaningful upside. For very large private companies, that same risk-return “middle” may shift later, such as Series C through F, because the company may already be operating at a much larger scale. This is not a rule; it is a diligence lens.

The key warning is that “pre-IPO” is not a single risk category. A seed-stage startup, a Series C growth company, and a late-stage mega-cap private company may all be described as pre-IPO, but the investor is underwriting very different odds, timelines, dilution risk, and return potential.

Angel Investing Is Not an Income Strategy https://youtu.be/7M06BPNCApM

Angel investing should generally be treated as a speculative, asymmetric upside sleeve, not a substitute for income-producing investments. The investor may be attracted to the possibility of backing something early, participating in a high-growth outcome, or supporting a company they believe could become meaningful. But that is different from relying on the investment for current income, downside protection, or predictable return of capital.

A useful investor checklist is to separate portfolio intent before reviewing the terms. If the goal is income, liquidity, or capital preservation, compare the opportunity against instruments designed for those outcomes, such as cash-flowing real estate debt, bonds, T-bills, insurance-based liquidity strategies, or other income-oriented structures. If the goal is venture-style upside, then the investor should be emotionally and financially prepared for the realistic possibility of losing the entire investment.

One practical diligence habit is to put the note, SAFE, operating agreement, or PPM into an AI tool and ask scenario-based questions: What happens if the company raises in 18 months? What happens if it never raises? What happens if it sells early? What happens if it survives for six years but never exits? The governing document, not the marketing summary, controls the answer.

Why Accredited Investors Consider Angel Investing

Most accredited investors look at private companies for growth from outside the public markets, interest in an industry they know, or a wish to back specific founders. See Lesson 1.

How Angel Investing Is Different From Real Estate, Private Credit, and Oil & Gas

Unlike real estate, private credit, or oil and gas, angel and pre-IPO investments usually pay no income, can take many years to reach an exit and carry a real chance of total loss. Lesson 1 has a side-by-side comparison.

Common Angel Investment Structures

Early-stage deals usually use a SAFE, a convertible note or a priced equity round, and some use royalties. Lesson 6 explains each one.

SAFE Notes

A SAFE gives you a right to future shares, usually at the next priced round, with no interest and often no information rights. See Lesson 6.

Convertible Note Interest Is Often Not Real Income https://youtu.be/dFQRP2wSyyQ

Investors should not assume that an 8% convertible note behaves like a real estate private loan or house-flip debt investment. In many startup or angel deals, the stated interest rate accrues on paper, but does not necessarily create current income or true principal protection.

For example, a $100,000 note at 8% simple interest may show a balance of $108,000 after one year or $132,000 after four years. That accrued amount may increase the number of shares received in a priced round, or it may be included in a repayment calculation if the documents require repayment at sale. But if the deal never reaches a qualifying financing, sale, maturity repayment, or conversion event, the interest may remain only a math adjustment rather than cash received by the investor.

This is a critical distinction for investors coming from real estate debt. In a house-flip loan, the investor often expects principal and interest to be repaid before equity profits are split. In a convertible note, the investor may still be making an exit-dependent bet. The note language, not the headline interest rate, determines whether the interest has real economic value.

Accrued Interest on SAFE Notes May Be Mostly Academic https://youtu.be/7M06BPNCApM

A stated 8%, 10%, or even 12% accrued return on a SAFE or convertible note can look investor-friendly, but passive investors should be careful not to confuse an accrued rate with actual cash flow or downside protection. In many angel or early-stage investments, that accrued amount only matters if there is a qualified financing, conversion event, sale, or other liquidity event. If the company never raises a priced round, never sells, or fails, the accrual may have little practical value.

This is especially important in pre-revenue or early-stage deals, where failure is common. A higher accrued rate may feel like a negotiated win, but it does not necessarily improve recovery in a downside scenario. In fact, the longer a deal drifts without a financing or exit, the more the accrued obligation can grow on paper without increasing the investor’s actual likelihood of being repaid.

The practical lesson is simple: do not evaluate angel terms the same way you would evaluate debt, real estate income, T-bills, or cash-flowing investments. If the investor is focused primarily on coupon, current yield, or predictable income, a SAFE note may be the wrong tool for that objective.

Convertible Notes

A convertible note is a loan meant to convert into shares, with an interest rate and a maturity date. The interest usually converts into more shares rather than being paid in cash. See Lesson 6.

Priced Equity Rounds

In a priced round, investors buy actual shares, usually preferred stock, at a set price and valuation. See Lesson 6.

Velocity of Capital Can Matter as Much as the Multiple https://youtu.be/bYT4E3XH2mg

A large quoted multiple can hide a weak investment outcome if the capital is locked for too long. The transcript frames this with a simple but useful comparison: a 50x return over eight years may sound better than a 10x return over two years, but the investor still needs to evaluate the annualized return, uncertainty, and opportunity cost of trapped capital. In illiquid private investments, time is not a minor detail. It is part of the risk.

This is especially relevant in asymmetric investments where the outcome may be binary: the company either becomes a major winner, gets acquired, or fails. Earlier entry may create more theoretical upside, but it may also require the investor to wait many years before learning whether the investment works at all. That creates both financial and psychological drag.

The same idea appears in real estate comparisons. A ground-up development may create a faster capital cycle if construction, lease-up, and sale happen on schedule, while a value-add deal may take several years to renovate hundreds of units. Neither is automatically better. The investor must underwrite both the return and the time required to earn it.

Mega-Cap Private Deals Are Not the Same as Standard Angel Deals https://youtu.be/bYT4E3XH2mg

Investors should not apply the same mental model to every private-company investment. A large late-stage private company and a standard angel-stage company may both be called “pre-IPO,” but they behave differently. The transcript distinguishes between mega-cap private companies that may raise many sequential rounds and smaller private companies that may never reach a formal Series B, C, or D. Some smaller companies may be acquired, fail, or plateau before the round structure becomes relevant.

This matters because a simplistic rule such as “only invest in Series C through F” can be misleading. The better diligence question is: where is this specific company in its lifecycle, and what evidence exists that risk has been reduced enough to justify the current valuation? Investors should ask whether the company has revenue, customer traction, durable demand, institutional follow-on interest, clear exit paths, and a valuation that still leaves room for a sensible return.

The more useful takeaway is the speaker’s broader judgment: round labels only matter when understood in context.

Major Angel Investing Risk Factors

The main risks are founder and execution risk, market and product risk, valuation and dilution, and illiquidity with a real chance of losing the whole investment. See Lesson 7.

Founder Risk

Early companies depend heavily on a few people, and how they spend cash and pay their team tells you a lot. Lesson 8 lists questions to ask founders.

Pay-for-Performance Structures Can Protect Cash Flow in Frontier Businesses https://youtu.be/mkKQ3pCXjm0

In smaller, fast-changing businesses, fixed salary-heavy cost structures can become dangerous if revenue is uncertain. The transcript makes a practical distinction between mature companies with established SOPs and early-stage or frontier businesses where market fit, sales process, and execution are still evolving. In that environment, pay-for-performance structures can reduce cash burn and keep incentives tied to results.

This does not mean every role should be commission-based. Administrative roles, operations, and core execution often require stability. But sales and business development roles are different. If the company pays fixed compensation before the revenue model is proven, it may bleed cash while waiting for performance that never arrives.

Passive investors should look at whether compensation design matches the maturity of the business. Are salespeople paid for activity or actual closed business? Are key contributors rewarded for durable revenue, gross revenue, or profitable revenue? Are fixed costs reasonable relative to the company’s current stage? Compensation structure is not just an HR detail. It can reveal whether the operator understands cash discipline, incentives, and survival risk.

Market and Product Risk

Many startups fail because buyers never show up or a competitor gets there first. See the market questions in Lesson 8.

Top-Line Royalty Payments Change Incentives https://youtu.be/dFQRP2wSyyQ

Royalty deals are usually tied to revenue, not profit. That can be attractive because the investor is paid from the top line before expenses are fully felt at the bottom line. But this structure also changes incentives and should be evaluated carefully.

In an operating business, being paid from revenue can create a very different mindset than being paid from profits. Someone receiving a percentage of top-line sales may care mainly about bringing revenue in the door, while someone sharing bottom-line profit has more reason to manage expenses, efficiency, and long-term profitability. The same concept applies to investment structuring. A royalty investor may prefer the certainty of being paid from sales, while the operator may feel pressure from a payment obligation that comes before reinvestment, growth expenses, or margin expansion.

This is not automatically good or bad. It depends on whether the business has enough gross margin, recurring revenue, and operating stability to support the royalty without starving the company. Investors should ask whether the royalty is a fair alignment tool or an extraction mechanism that could weaken the business they are relying on for repayment.

Valuation and Dilution Risk

Paying too high a price, and later rounds that shrink your stake, can hurt results even when a company survives. See Lesson 7.

The Return Cap Can Make or Break the Royalty Deal https://youtu.be/dFQRP2wSyyQ

A royalty deal should never be evaluated only by the stated royalty percentage. The payoff cap may matter even more. A deal offering a 12% royalty may sound reasonable, but if the investor is capped at only 1.25x invested capital, the total return may be too limited relative to the work, illiquidity, risk, and need to redeploy capital shortly afterward.

The transcript gives a practical example: a sponsor offering a 12% structure but capping the investor at 1.25x. The concern was not simply the annualized return. The issue was that the investor might be out of the deal in only a couple of years, then forced to find another opportunity. For private investors, reinvestment risk is real. A short-duration deal with a low cap may look acceptable on paper but still fail to compensate for sourcing, diligence, tax complexity, legal review, and opportunity cost.

Investors should compare the royalty cap against realistic downside, likely duration, and alternative investments. A 1.25x cap may be too light. A 2.0x or 2.5x cap may better reflect the risk, depending on the company’s revenue quality and growth outlook.

Illiquidity and Total-Loss Risk

Many private companies never reach an exit, and investors in those companies can lose everything they put in. See Lesson 7.

Angel Investment Due Diligence Questions

These tips group the questions worth asking before you invest. Lesson 8 pulls them into one checklist.

Questions to Ask the Founder

Ask what has to go right in the next 18 months, how the team is paid and what information you will receive. See Lesson 8.

Royalty Structures Fit Revenue, Not Moonshots https://youtu.be/dFQRP2wSyyQ

A royalty structure can make sense when an investor likes the business, believes it can keep producing revenue, but does not believe it has true venture-style upside. This is different from a “go to the moon” angel investment, where the investor accepts a high probability of failure in exchange for uncapped upside if the company breaks out.

A royalty deal is better suited for the “older LeBron” type of company: proven, useful, still capable of producing, but unlikely to become the next category-defining winner. The transcript uses the example of a stagnant but functioning SaaS-type business where the product had real users and revenue, but the growth story was not compelling enough to justify pure equity risk. In that situation, a royalty can turn the investment thesis from “I need this company to explode in valuation” into “I want to participate in existing revenue until I hit a negotiated return cap.”

The key judgment is whether the investor is underwriting durable cash flow or explosive equity upside. If the company is unlikely to command a major exit valuation, the structure should reflect that reality.

A SAFE May Leave You Without Investment Updates

A SAFE can give you a path to future equity without giving you a right to regular information about the company. After investing, you may receive no financial statements, operating updates, or notice of a new funding round unless those rights appear in the agreement or a separate side letter.

The transcript raises a practical tradeoff: a founder running a small company may have limited time and staff, while an investor still needs enough information to monitor a long-held investment. A six-figure investor might ask for periodic reporting; a smaller passive investor should consider whether the same request is reasonable and whether the company can fulfill it.

Before signing, ask what information you will receive, how often you will receive it, and whether you will be notified of future financing. If those answers matter to your decision, get the reporting terms in writing.

A Lead Investor’s Commitment Is a Starting Point, Not a Decision

An experienced lead investor can bring useful diligence and help shape a deal’s terms. Their commitment does not establish that the investment is suitable for every passive investor, especially when the company and its convertible note still carry substantial risk.

The transcript describes less experienced investors gaining confidence because a few sophisticated people in the room have invested. The speaker has found those conversations helpful, but warns that following the group can create confidence without understanding the business, the note, or the possible loss of capital.

Before investing, ask what the lead actually investigated, whether they received the same terms, and which risks remain unresolved. You should be able to explain your own reason for investing and the conditions under which you would pass.

The Wrong KPI Can Change Everyone’s Behavior https://youtu.be/mkKQ3pCXjm0

Earn-outs are only as good as the metrics used to measure them. A top-line revenue target and a bottom-line profit target can create very different behavior. If someone is paid only on gross revenue, they may focus on bringing in sales without caring enough about margins, delivery costs, customer quality, or operational burden. That can make sense for a narrow sales role, but it may not create true owner-level alignment.

Bottom-line targets can create more shared responsibility because the person being compensated has a reason to care about efficiency, cost control, and profitability. The tradeoff is that profit-based targets can also become harder to measure, more prone to disputes, and more affected by decisions outside the seller’s control after closing.

Passive investors should ask how the earn-out metric changes incentives. Does it encourage durable enterprise value, or does it reward short-term optics? Can the metric be manipulated? Who controls the expenses? Who controls pricing? Who controls staffing? A structure that looks balanced on paper may create poor behavior if the KPI rewards the wrong outcome.

Questions to Ask About the Market

Ask who buys the product today, who the competitors are and what could make the company less relevant in five years. See Lesson 8.

Questions to Ask About the Cap Table and Valuation

Ask what each round raised, how much liquidation preference sits ahead of you and how much more dilution is likely. See Lesson 8.

Match the Structure to the Company’s Life Cycle https://youtu.be/dFQRP2wSyyQ

The right investment structure depends heavily on where the company sits in its life cycle. A royalty structure may work for an evergreen business with durable revenue, repeat customers, and a product that can keep selling for years without requiring a major liquidity event. Examples might include a boring consumer product, commodity-like business, or stable niche company with limited but dependable growth.

By contrast, royalty structures may be a poor fit for companies where the entire thesis depends on a near-term acquisition, venture round, or explosive breakout. If the company is a true “moonshot,” the investor may not want to cap upside. In those situations, the royalty can act like unnecessary insurance that limits the very payoff the investor entered the deal to capture.

The transcript compares this to deciding whether the business is more like a stable, predictable player or a volatile high-upside player. That framing is useful because investors often like the company and the founder but fail to ask the harder question: “What return profile does this business actually deserve?” The answer should drive the structure.

Questions to Ask Before Wiring Funds

Confirm proof of ownership, your share class, what the documents say happens in good and bad outcomes, and the wiring instructions by phone. See the pre-wire checklist in Lesson 8.

Scenario-Test the Documents Before You Invest https://youtu.be/dFQRP2wSyyQ

Investors should scenario-test convertible notes, royalties, and hybrid structures before funding. The headline terms rarely tell the whole story. A note with 8% interest, a 15% conversion discount, and a maturity date can produce very different outcomes depending on whether the company raises a priced round, sells before conversion, repays the note, converts immediately before sale, or never reaches a liquidity event.

A simple model can clarify the actual economics. For example, a $100,000 note at 8% simple interest produces $108,000 after one year or $132,000 after four years. If it converts at a 15% discount to a $10 share price, the investor receives shares based on an $8.50 conversion price. But if the acquisition terms repay the note instead, the investor may receive principal plus accrued interest before equity holders. If the documents do not require repayment under the relevant event, the same 8% interest may not deliver cash at all.

The practical diligence lesson is to test multiple exit paths against the actual legal documents. Investors should not rely on verbal explanations, sponsor summaries, or familiar terms borrowed from real estate.

The Terms That Matter More Than the Headline Rate https://youtu.be/7M06BPNCApM

When reviewing a SAFE, convertible note, or early-stage private investment, the headline accrued rate is often less important than the mechanics that determine what happens in both success and failure. Investors should understand the valuation cap, conversion rights, qualified financing threshold, sale treatment, seniority, maturity date, and investor rights before assigning much value to the stated return.

A no-cap SAFE may leave the investor with only a discount as protection, which may be weak if the company later raises at a high valuation. Sale mechanics also matter: does the note convert into equity before a sale, get repaid as debt, or allow investors to choose the better outcome? In a downside case, investors should know whether the instrument is secured or unsecured, whether it sits behind bank debt or other creditors, and whether there is any realistic asset recovery.

Maturity language can be equally important. Does the note become due and payable, extend automatically, force conversion, or give investors any enforcement rights? A high qualified financing threshold can also make conversion terms mostly theoretical if the company never raises a large enough priced round. Investors should review the governing documents and ask plain-English questions about what happens if the company succeeds, stalls, raises poorly, sells early, or fails.

Angel Investor Checklist

The tips below are grouped by when they matter. Lesson 8 has the full checklist in three parts.

Before Reviewing a Startup

Decide your sleeve size, check your existing tech concentration and know what stage you are buying. See Lesson 8.

Better Deal Structure Can Come From Less Crowded Deals https://youtu.be/dFQRP2wSyyQ

One of the more useful investor takeaways is that deal quality and deal structure are not the same thing. A highly competitive deal with a popular founder, a hot sector, or a prestigious accelerator may attract plenty of capital but offer weak terms to investors. A less crowded deal may not look like a perfect “10 out of 10,” but it may allow the investor to negotiate a structure that better matches the risk.

This is similar to buying distressed or overlooked real estate. When too much capital is chasing the same asset, investors often accept lower returns, weaker control, and less downside protection. When a sponsor is not being flooded with capital, an investor may have room to negotiate royalties, caps, preferred treatment, additional equity, or other downside protections.

The point is not to chase bad deals because they are unpopular. The point is to recognize that investment returns come from both asset selection and deal-making. A good business with the wrong structure can disappoint. A less obvious opportunity with a better investor-aligned structure may produce a more rational risk-adjusted outcome.

Before Talking to the Founder

Read the documents, write down your open questions and count the layers between you and the company. See Lesson 8.

Diligence Is a Detective Process, Especially When the Seller Knows the Skeletons https://youtu.be/mkKQ3pCXjm0

Passive investors should be skeptical of clean seller narratives. In real estate, a seller may say they are “trading up” when the buyer later discovers problems with plumbing, chillers, deferred capex, or other operational issues. In operating businesses, the equivalent may be customer concentration, outdated technology, fragile vendor relationships, or employees who leave after closing.

The practical lesson is that the investor’s job is not to accept the stated reason for a sale at face value. The job is to identify what could break after the transaction closes. Earn-outs can be useful because they force some of the purchase price to remain tied to future outcomes, but they are not a substitute for diligence.

Investors should ask what risk the earn-out is actually protecting against. Is it customer retention? Revenue stability? EBITDA performance? Renewal rates? New sales? If the earn-out does not connect directly to the major unresolved risk in the deal, it may create complexity without offering meaningful protection. The best structures start with the actual underwriting concern, then design the economics around that concern.

Earn-Outs Are a Risk Allocation Tool, Not Just a Deal Sweetener https://youtu.be/mkKQ3pCXjm0

Earn-outs should be understood as a way to allocate uncertainty between buyer, seller, operator, and investor. In a business acquisition or early-stage private deal, the seller usually knows more about the hidden weaknesses of the company than the buyer does. The public explanation for selling may be reasonable, but the real risk may be customer concentration, weak systems, key-person dependency, deferred maintenance, competitive pressure, or a business model that is already changing.

A well-structured earn-out can help bridge that information gap. Instead of paying the full price upfront, part of the consideration is tied to future performance. That allows the buyer or investor to avoid overpaying for assumptions that have not yet been proven. It can also help get a transaction closed when both sides disagree on valuation.

The caution is that earn-outs are not automatically fair or protective. They only work if the performance targets are measurable, realistic, and tied to factors the seller or operator can actually influence. Otherwise, the structure may simply transfer risk from one party to another without creating real alignment.

Pre-IPO Investing

Later-stage pre-IPO deals raise their own questions: what you actually own, the fee layers and the price you pay. See Lessons 3 to 5, starting with what you actually own.

Field Notes From the Podcast

Tips from new episodes of the Angel Investing podcast that do not fit a section above are added here.

Final Disclaimer

This is educational content, not investment, tax or legal advice, and not an offer to sell or a solicitation to buy any security. Investments in private companies are speculative and illiquid, and you can lose your entire investment. Past or illustrative results do not guarantee future results. Offerings are available only to accredited investors and only through offering documents.