Catalyst Fund

Decoded is what the New Zealand ecosystem needs.

We fill a much-needed gap in New Zealand's tech industry, supporting founders who want to make an impact with the use of AI.

AI
VR
IoT
Gaming
NZD 11M
Fund Size
+15
Ventures
Pre-Seed
Focus Stage
3-5x
Goal Return (7 Years)
NZD 5.5Mof NZD 11M raised

Subscription to date

Fund Overview

Pre-seed capital and hands-on operational support for NZ tech companies with global potential. We invest, provide the repeatable tasks and add low burn rate advanced technical capability to founders from day one.

Investment Strategy

Pre-seed stage, capital + active operational support, preparing companies for seed rounds.

Service Ethic

We roll up our sleeves—taking repeatable tasks off founders' plates so they can build what matters.

Value for NZ

Helping local talent access capital and resources to compete globally—building "New Zealand Inc."

Fund Terms & Economics

Minimum Investment
NZD 100,000

Minimum commitment amount (specified in Subscription Agreement)

Hurdle Rate
8% Preferred Return

Minimum return to LPs before GP participates in profits

Carried Interest
20%

GP profit share after hurdle rate is met

Management Fee
2.5% p.a.

Annual management fee on committed capital

Fund Structure
7-Year LP

NZ Limited Partnership with 7-year term

Capital Allocation
65% / 35%

Initial deployment vs follow-on reserve split

Capital Calls
Initial Call

Capital called upfront to enable rapid deployment

Distribution Policy
Waterfall

Distributions made from portfolio company exits per waterfall model

Projected Returns Profile

Venture investments mature over a 7-year fund life, with returns typically beginning in years 3-4 and accelerating as portfolio companies grow and exit, targeting a 5x return.

Venture Returns (Long-term)
500%350%175%0%
Y0
Year 0
Return: 0%
Y1
Year 1
Return: 0%
Y2
Year 2
Return: 0%
Y3
Year 3
Return: 20%
Y4
Year 4
Return: 75%
Y5
Year 5
Return: 175%
Y6
Year 6
Return: 325%
Y7
Year 7
Return: 500%
Fund Lifecycle (Years)

Note: Returns are projected based on typical pre-seed venture capital fund performance targeting a 5x return over 7 years. Actual returns will vary based on portfolio company performance and exit outcomes. Early returns typically begin in years 3-4 as portfolio companies mature and achieve exits.

Portfolio Return Distribution

~20%
10x-50x
Drive 80%+ of returns
~25%
2x-10x
Solid returns
~35%
0.5x-2x
Return capital
~20%
Write-offs
Total loss

Pre-seed investments follow a power law: a small number of breakout companies drive the majority of fund returns.

Distribution Waterfall

Return of Capital
100% returned to Funders first
Preferred Return
8% to Funders before GP participates
GP Catch-Up
Decoded Ventures catches up to 20% carry
Profit Split
80% Funders / 20% Decoded Ventures

The Decoded Difference

We don't just invest, we build. Our studio model means faster, cheaper development and a profit share that aligns everyone.

How It Works

AI Powered Build

Decoded Studio builds the tech using AI and modern tooling

Onshore + Offshore

Blended NZ and international capability keeps costs low

Profit Share

Revenue flows back to LPs and the venture so everyone wins

Traditional Model

  • Venture hires expensive dev agencies or full time teams from day one
  • High burn rate eats into investment capital quickly
  • Slower time to market, months to build an MVP
  • No ongoing incentive for the builder once the contract ends

Decoded Model

  • Decoded Studio builds the tech, AI first, fast, and capital efficient
  • Low burn rate preserves investment capital for growth
  • Faster to market, weeks not months with AI powered development
  • Profit share keeps Studio, LP, and venture aligned for the long term

For LPs

Lower development costs mean more capital goes to growth. Profit share from Studio revenue provides an additional return stream and a faster path to distributions.

For Founders

Get your product built faster and cheaper without hiring a full dev team. The ongoing relationship means continuous support, not a one off handover.

For New Zealand

Builds a strong AI capability within NZ. Founders, funders, and builders all have an incentive to work together, strengthening the local tech ecosystem.

The result: ventures stay in the Decoded ecosystem longer, LPs see faster returns, and New Zealand builds genuine AI and tech capability. Not just ideas, but products that ship.

Fund Structure & Portfolio

A transparent governance framework with dedicated fund entities, clear LP/GP separation, and an active portfolio of technology ventures.

Funding

Catalyst Fund

Ignition Fund

Future Fund

Operations

GPLPFundStudioVenture

How Catalyst Fund Creates Value

We go beyond capital to provide active operational support that accelerates venture development. We take the repeatable tasks off founders' plates so they can focus on building.

1

Capital

Initial investment and resources

2

Build

Product development and MVP

3

Validate

Market testing and customer feedback

4

Launch

Product launch and initial market entry

5

Seed

Seed round funding

Active Early-Stage Involvement

We provide hands-on operational and technical support from day one, not just capital.

Capital Efficiency Focus

Every dollar is deployed strategically to maximize validation and minimize dilution.

rilo.studio Monitoring Platform

Our rilo.studio operation platform provides real-time monitoring and insights, helping you track performance, identify issues early, and make data-driven decisions.

Effective Business Processes

We help you quickly set up services, establish effective processes for trading and operations, and build systems that scale with your business.

Take Repeatable Tasks Off Your Plate

We handle the operational overhead—from setting up services to managing repeatable processes—so you can focus on building what matters.

International Low-Cost Studio

Access our international development studio network for cost-effective technical resources, allowing you to build and scale without the overhead of maintaining a large in-house team.

Investment Process

Understand the step-by-step process from expressing interest to making your investment commitment.

Step 1Immediate

Expression of Interest

Submit your expression of interest through the online form. This is non-binding and allows us to understand your investment interest.

Required Documents:

  • Investor Interest Form
Step 21-2 weeks

Initial Discussion

We'll schedule a call to discuss the fund, answer your questions, and assess mutual fit. This includes a discussion of your wholesale investor status.

Required Documents:

  • Fund Overview
  • Risk Disclosure Statement
Step 32-4 weeks

Due Diligence & Documentation

Review all fund documentation, conduct due diligence, and complete required forms. We'll provide access to all legal documents and answer any questions.

Required Documents:

  • Limited Partnership Agreement
  • Subscription Agreement
  • Investment Management Agreement
  • Interests Policy
  • Comprehensive Risk Disclosure
  • AML/KYC Documentation
Step 41-2 weeks

Wholesale Investor Verification

Complete the wholesale investor verification process as required under the Financial Markets Conduct Act 2013. This includes providing evidence of eligibility.

Required Documents:

  • Eligible Investor Certificate
  • Supporting Documentation
Step 51 week

Commitment & Subscription

Execute the Subscription Agreement and Limited Partnership Agreement. Provide commitment amount and complete capital commitment documentation.

Required Documents:

  • Signed Subscription Agreement
  • Signed Limited Partnership Agreement
  • Capital Commitment Letter
Step 6Ongoing (as needed)

Capital Call

Once the fund reaches its first closing or minimum commitments, capital calls will be made according to the investment schedule. You'll receive advance notice of capital calls.

Required Documents:

  • Capital Call Notice
  • Wire Transfer Instructions

Important Notes

  • Timeline: The entire process typically takes 4-8 weeks from initial expression of interest to commitment, depending on due diligence requirements.
  • Professional Advice: We strongly recommend that all investors seek independent legal, financial, and tax advice before committing to invest.
  • Minimum Investment: Minimum investment amounts will be specified in the Subscription Agreement.
  • Questions: At any stage, please don't hesitate to contact us at info@decodedventures.com with questions or for clarification.

Risk Disclosure

Important information about the risks associated with investing in Catalyst Fund. Please read carefully.

Important Risk Warning

Investing in venture capital funds involves significant risk. You should only invest if you:

  • Are a wholesale investor as defined under the Financial Markets Conduct Act 2013
  • Can afford to lose your entire investment
  • Understand the risks involved in early-stage venture capital investing
  • Have obtained independent professional advice
  • Understand the 7-year commitment and illiquid nature of the fund

Investment Risk

  • Investments in early-stage companies are highly speculative and involve a high degree of risk
  • There is no guarantee of return on investment and investors may lose their entire investment
  • Past performance does not guarantee future results
  • Venture capital investments are illiquid and may take several years to realize returns
  • Investments are subject to market volatility and economic conditions

Liquidity Risk

  • Limited Partnership interests are not readily transferable and may be difficult to sell
  • No secondary market exists for LP interests
  • Capital is called during the investment period and committed to the 7-year fund structure
  • Distributions are made upon exit events, which may be delayed or may not occur
  • Liquidity is available through periodic redemption windows, subject to fund terms and available capital
  • Investors should only invest capital they can afford to commit for the 7-year fund term

Concentration & Diversification Risk

  • The fund will invest in approximately 50 companies, which may not provide adequate diversification
  • Early-stage investments are concentrated in technology sectors, increasing sector-specific risk
  • A small number of successful exits may drive the majority of fund returns
  • Many portfolio companies may fail completely, resulting in total loss of investment
  • Geographic concentration in New Zealand may limit diversification benefits

Operational & Management Risk

  • Fund performance depends on the skill and judgment of the General Partner
  • Key person risk - loss of key team members could adversely affect fund performance
  • Conflicts of interest may arise between the fund, portfolio companies, and Decoded Studios
  • The General Partner has broad discretion in investment decisions and capital allocation
  • Management fees and carried interest reduce returns to Limited Partners

Regulatory & Tax Risk

  • Changes in New Zealand tax law could adversely affect fund returns or structure
  • Regulatory changes in the Financial Markets Conduct Act may impact fund operations
  • Changes in securities laws could affect exit strategies and valuations
  • International tax implications for non-NZ investors may vary
  • Compliance costs and regulatory requirements may increase over time

Portfolio Company Risk

  • Early-stage companies have limited operating history and unproven business models
  • Portfolio companies may require additional funding rounds, diluting fund ownership
  • Competition in technology sectors is intense and may impact portfolio company success
  • Technology disruption and market changes may render business models obsolete
  • Portfolio companies may fail to achieve product-market fit or scale successfully

Additional Considerations

  • No Guarantees: The fund does not guarantee returns, and there is no assurance that investment objectives will be achieved.
  • Due Diligence: Investors should conduct their own due diligence and consult with qualified financial, legal, and tax advisors before investing.
  • Wholesale Investor Status: This fund is only available to wholesale investors. Retail investors are not eligible to invest.
  • Regulatory Protections: As a wholesale investor, you will not receive the same regulatory protections as retail investors under the Financial Markets Conduct Act 2013.

For detailed risk information, please review the Comprehensive Risk Disclosure Statement in the Investor Resources section.

Regulatory Compliance & AML/KYC

Information about the fund's regulatory status and required compliance documentation.

Regulatory Status

Limited Partnership Registration

Catalyst Fund is structured as a New Zealand Limited Partnership registered under the Limited Partnerships Act 2008.

Wholesale Investor Exemption

Offers are made only to wholesale investors under the Financial Markets Conduct Act 2013, exempting the fund from standard disclosure requirements applicable to retail offers.

Regulatory Compliance

The fund operates in compliance with New Zealand financial markets legislation and regulations.

AML/KYC Requirements

As part of our Anti-Money Laundering and Countering Financing of Terrorism (AML/CFT) obligations, we are required to verify the identity of all investors and conduct due diligence checks.

Required Documentation:

  • Government-issued photo identification (passport, driver's license)
  • Proof of address (utility bill, bank statement dated within 3 months)
  • Source of funds documentation (bank statements, investment statements)
  • Wholesale investor verification (Eligible Investor Certificate or supporting documentation)
  • For entities: Certificate of incorporation, trust deeds, or equivalent organizational documents

Note: Additional documentation may be required based on your specific circumstances and our risk assessment. All information will be handled in accordance with privacy laws and AML/CFT requirements.

Important Disclaimers

  • No Investment Advice: The information provided does not constitute investment, financial, legal, or tax advice. You should consult with qualified professionals before making any investment decision.
  • No Guarantee of Returns: Past performance does not guarantee future results. There is no assurance that investment objectives will be achieved or that investors will receive a return of their capital.
  • Regulatory Status: This fund is available only to wholesale investors. Retail investors are not eligible to invest and will not be accepted.
  • Due Diligence: All investors should conduct their own due diligence and seek independent professional advice before committing to invest.

Frequently Asked Questions

Common questions about Catalyst Fund, investment terms, and the investment process.

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Investor Resources

Access fund documentation and governance materials for wholesale investors.

Legal Documents

Legal agreements and partnership documents

Risk & Disclosure

Risk disclosures and investment warnings

Financial Information

Financial statements and fee information

Due Diligence

Due diligence materials and process documentation

Register Your Interest

Express your interest in Decoded Ventures Catalyst Fund. This is a non-binding expression of interest for wholesale investors only.

We'll be in touch to discuss investment opportunities and answer any questions you may have.

Wholesale Investor Confirmation

Catalyst Fund is only available to wholesale investors as defined under the Financial Markets Conduct Act 2013 (New Zealand). Wholesale investors generally include:

  • Investors with net assets exceeding NZD $5 million, or gross income exceeding NZD $200,000 per year
  • Institutional investors (banks, insurance companies, managed investment schemes)
  • Large entities (assets exceeding NZD $10 million)
  • Certain professional investors and eligible persons

Important: As a wholesale investor, you will not receive the same regulatory protections as retail investors under the Financial Markets Conduct Act 2013. You are presumed to have sufficient knowledge and experience to assess the offer and understand the risks involved.

We will verify your wholesale investor status before accepting any investment commitment. You may be required to provide an Eligible Investor Certificate and supporting documentation.

For more information, please refer to the FMA guidance on wholesale investor exclusion.

For questions or more information, please contact us at info@decodedventures.com