Seed
data room checklist.

The first thing every investor reads; everything else in the room should back up its claims.

Easy to forward internally to partners who won't open a full deck.

Proves the product exists and lets investors see it without booking a call.

Answers the same 15 questions once instead of in every meeting.

A written thesis shows clarity of thinking; many funds prefer memos to decks.

Investors need the terms to know if the deal fits their check size and ownership targets.

Shows the raise is sized to reach specific milestones, not just runway.

Investors underwrite the next round: what will be true when this money runs out?

Shows valuation trajectory, who's already in, and any terms that carry forward.

Determines urgency and negotiating leverage; investors will ask in the first call.

Tests whether you understand your unit economics and what drives growth.

Actuals are the ground truth the model is judged against.

Every note and SAFE affects the cap table and liquidation stack.

Trend lines matter more than snapshots; investors look for consistency and acceleration.

The core growth metric; investors will check it against bank statements later.

Retention proves product-market fit better than top-line growth.

Shows whether growth gets more or less efficient with scale.

Pre-revenue, signed commitments are the strongest proof of demand.

Shows what's built vs. planned, and whether the roadmap matches the use of funds.

Technical diligence checks for scalability limits and key-person risk in the stack.

Funds need a path to a venture-scale outcome; bottom-up sizing is more credible than top-down.

Saying 'no competitors' is a red flag; show you know the field and why you win.

Customer calls are often the deciding step for a lead investor.

At early stage, the team is most of what investors are betting on.

Shows where the burn goes and what gaps the round will fill.

Headcount is usually most of the use of funds; this makes it concrete.

Confirms the company, not individuals, owns what the team builds.

Shows governance and whether advisor equity is reasonable.

Investors model their ownership and dilution from it; errors here delay closing.

Investors check conversion terms (caps, discounts, MFN) against the cap table.

Missing 83(b)s are a common, expensive-to-fix diligence finding for US companies.

Shows exactly what the new investor owns after SAFEs and notes convert.

Pool size affects the effective pre-money; leads often require a top-up.

Confirms the entity, share classes and any existing investor rights.

Existing vetoes, pro-rata and preferences shape what new terms are possible.

If the company doesn't clearly own its IP, the investment is at risk.

Shows defensibility and that the brand is protected.

Investors must disclose known risks to their LPs; surprises kill deals late.

Checks for change-of-control clauses, exclusivity or unusual liabilities.

Recognisable customers are social proof; concentration is a risk they'll check.

Verifies revenue quality: term length, termination rights, pricing.

Shows how you contract and where liability sits.

One customer above ~20% of revenue is a risk investors will price in.

Data handling is a legal liability, especially with EU/UK users (GDPR).