Founders raising capital
Seed and Series A investor data room checklist
Short, specific, and built for the way investors actually read a room.
A seed or Series A data room should hold six things: the cap table, the corporate documents, the financial history and model, the customer evidence, the product and technology overview, and the legal basics. If a document does not help an investor answer whether this business can be much larger, leave it out.
30 items, 6 sectionsUpdated
1. The five files investors open first
- Cap table showing every shareholder, option holder and convertible instrument, fully diluted
- Financial model with monthly history and a three-year forecast in one workbook
- Metrics summary: revenue, growth, gross margin, churn or retention, CAC and payback
- Deck used in the pitch, in the version the investor was shown
- One-page use of funds explaining what the round buys and what milestone it reaches
2. Corporate
- ASIC company extract
- Constitution and current shareholders agreement
- Prior round documents, including SAFEs, notes and their conversion terms
- Board minutes and any shareholder consents relevant to the raise
- ESOP rules, the pool size and every grant made
3. Financial
- Monthly management accounts since inception, or at least 24 months
- Bank statements or an accounting system export supporting reported revenue
- Revenue by customer and by month, so cohorts can be checked
- Current burn, runway and the cash position at the most recent month end
- R&D tax incentive claims and refunds received
4. Customer evidence
- Standard customer contract or terms of service
- Top customer contracts, with pricing visible
- Pipeline snapshot with stage and expected value, dated
- Churn and expansion history at the account level, de-identified if needed
- Two or three reference customers, with contact arranged only at the final stage
5. Product and technology
- Product overview and roadmap for the next 12 months
- Architecture summary in one page, written for a non-engineer
- Security posture: hosting, access control, backups and any certifications
- IP assignments from every founder and contractor
- Open source and third-party dependency list
6. What to leave out
Volume is not diligence. These items usually slow a raise down.
- Every board pack you have ever produced
- Raw exports with no labels or dates
- Multiple versions of the same model with no indication which is current
- Full employee files, including personal information no investor needs
- Marketing collateral in place of evidence
Frequently asked
- How big should a seed data room be?
- Usually under 100 documents. At seed the investor is testing whether the story holds up, not auditing you. Precision matters more than volume.
- Should I open the data room before or after the term sheet?
- Share the top-level material during diligence conversations and hold the sensitive commercial detail, such as named customer contracts and pipeline, until there is a term sheet or a clear signal of intent.
- Do investors care where the data room is hosted?
- Institutional investors increasingly ask, particularly where the room holds customer personal information. Being able to answer where data is stored and processed is a short conversation that avoids a long one later.
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