Data room checklist

Pre-seed
data room checklist.

The short list pre-seed investors actually ask for, and the basics to have clean before anyone does.

Pitch & overview

Pitch deckMust-haveStage 1: First look
The first thing every investor reads; everything else in the room should back up its claims.
Product demo video (2-5 min)Should-haveStage 1: First look
Proves the product exists and lets investors see it without booking a call.
One-pager / teaserNice-to-haveStage 1: First look
Easy to forward internally to partners who won't open a full deck.
Founder memo / narrativeNice-to-haveStage 1: First look
A written thesis shows clarity of thinking; many funds prefer memos to decks.

Round summary (amount, instrument, valuation / cap)Must-haveStage 1: First look
Investors need the terms to know if the deal fits their check size and ownership targets.
Use of fundsShould-haveStage 1: First look
Shows the raise is sized to reach specific milestones, not just runway.
Milestones this round gets you toNice-to-haveStage 1: First look
Investors underwrite the next round: what will be true when this money runs out?

Current cash, burn and runwayShould-haveStage 1: First look
Determines urgency and negotiating leverage; investors will ask in the first call.
Financial model (3-5 year, monthly for first 24 months)Nice-to-haveStage 2: Diligence
Tests whether you understand your unit economics and what drives growth.

KPI dashboard (monthly, last 12+ months)Should-haveStage 1: First look
Trend lines matter more than snapshots; investors look for consistency and acceleration.
LOIs, pilots and design-partner agreementsShould-haveStage 1: First look
Pre-revenue, signed commitments are the strongest proof of demand.
Cohort retention analysisNice-to-haveStage 2: Diligence
Retention proves product-market fit better than top-line growth.

Product overview and roadmapNice-to-haveStage 1: First look
Shows what's built vs. planned, and whether the roadmap matches the use of funds.

Market sizing (bottom-up TAM/SAM/SOM)Nice-to-haveStage 1: First look
Funds need a path to a venture-scale outcome; bottom-up sizing is more credible than top-down.
Competitive landscapeNice-to-haveStage 1: First look
Saying 'no competitors' is a red flag; show you know the field and why you win.

Founder and leadership biosMust-haveStage 1: First look
At early stage, the team is most of what investors are betting on.
Hiring planNice-to-haveStage 2: Diligence
Headcount is usually most of the use of funds; this makes it concrete.

Fully diluted cap tableMust-haveStage 2: Diligence Confidential
Investors model their ownership and dilution from it; errors here delay closing.
Certificate of incorporation and articles / bylawsNice-to-haveStage 2: Diligence
Confirms the entity, share classes and any existing investor rights.
Executed SAFEs and convertible notesNice-to-haveStage 2: Diligence Confidential
Investors check conversion terms (caps, discounts, MFN) against the cap table.
Founder vesting and 83(b) elections (US)Nice-to-haveStage 2: Diligence Confidential
Missing 83(b)s are a common, expensive-to-fix diligence finding for US companies.

IP assignment from founders and contractorsNice-to-haveStage 2: Diligence Confidential
If the company doesn't clearly own its IP, the investment is at risk.

Keep it light: a deck, a demo and founder bios get most pre-seed meetings. A huge room at this stage can read as over-engineered.
Have your cap table and IP assignments clean before anyone asks; they're cheap to fix now and expensive later.

Other checklists