Data room checklist
Series A
data room checklist.
The full diligence list a Series A lead will work through, staged from first look to confirmatory.
Pitch & overview
- Pitch deckMust-haveStage 1: First look
The first thing every investor reads; everything else in the room should back up its claims.
- One-pager / teaserShould-haveStage 1: First look
Easy to forward internally to partners who won't open a full deck.
- Product demo video (2-5 min)Should-haveStage 1: First look
Proves the product exists and lets investors see it without booking a call.
- Investor FAQShould-haveStage 1: First look
Answers the same 15 questions once instead of in every meeting.
- Founder memo / narrativeShould-haveStage 1: First look
A written thesis shows clarity of thinking; many funds prefer memos to decks.
Round & use of funds
- 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 fundsMust-haveStage 1: First look
Shows the raise is sized to reach specific milestones, not just runway.
- Milestones this round gets you toMust-haveStage 1: First look
Investors underwrite the next round: what will be true when this money runs out?
- Existing investor participation / pro-rataMust-haveStage 1: First look
Insider support is the strongest signal on a bridge; lack of it is the first red flag new investors look for.
- Prior financing historyMust-haveStage 2: Diligence
Shows valuation trajectory, who's already in, and any terms that carry forward.
Financials
- Financial model (3-5 year, monthly for first 24 months)Must-haveStage 2: Diligence
Tests whether you understand your unit economics and what drives growth.
- Historical P&L (last 12-24 months)Must-haveStage 2: Diligence
Actuals are the ground truth the model is judged against.
- Current cash, burn and runwayMust-haveStage 1: First look
Determines urgency and negotiating leverage; investors will ask in the first call.
- Debt, loans and convertible instruments outstandingMust-haveStage 2: Diligence
Every note and SAFE affects the cap table and liquidation stack.
- Balance sheet and cash flow statementShould-haveStage 2: Diligence
Surfaces debt, liabilities and working-capital issues the P&L hides.
- Budget vs. actualsShould-haveStage 2: Diligence
Shows whether past plans were credible, which sets how much the new plan is trusted.
- Tax filings and R&D tax credit claimsNice-to-haveStage 3: Confirmatory
Unfiled taxes or aggressive credits are liabilities that transfer to investors.
Traction & KPIs
- KPI dashboard (monthly, last 12+ months)Must-haveStage 1: First look
Trend lines matter more than snapshots; investors look for consistency and acceleration.
- Revenue / MRR / ARR by monthMust-haveStage 1: First look
The core growth metric; investors will check it against bank statements later.
- Cohort retention analysisMust-haveStage 2: Diligence
Retention proves product-market fit better than top-line growth.
- Unit economics (CAC, LTV, payback, gross margin)Must-haveStage 2: Diligence
Shows whether growth gets more or less efficient with scale.
Product & technology
- Product overview and roadmapMust-haveStage 1: First look
Shows what's built vs. planned, and whether the roadmap matches the use of funds.
- Technical architecture overviewShould-haveStage 2: Diligence
Technical diligence checks for scalability limits and key-person risk in the stack.
- Known technical risks and mitigationsNice-to-haveStage 3: Confirmatory
Being upfront about risks builds trust; investors will find them anyway.
- Open-source licence inventoryNice-to-haveStage 3: Confirmatory
Copyleft licences in a commercial product can be an IP problem.
Market & competition
- Competitive landscapeMust-haveStage 1: First look
Saying 'no competitors' is a red flag; show you know the field and why you win.
- Customer reference list (with permission)Must-haveStage 2: Diligence
Customer calls are often the deciding step for a lead investor.
- Market sizing (bottom-up TAM/SAM/SOM)Should-haveStage 1: First look
Funds need a path to a venture-scale outcome; bottom-up sizing is more credible than top-down.
Team
- Founder and leadership biosMust-haveStage 1: First look
At early stage, the team is most of what investors are betting on.
- Org chart and headcountMust-haveStage 2: Diligence
Shows where the burn goes and what gaps the round will fill.
- Hiring planMust-haveStage 2: Diligence
Headcount is usually most of the use of funds; this makes it concrete.
- Employment agreements and IP assignments (key staff)Must-haveStage 3: Confirmatory Confidential
Confirms the company, not individuals, owns what the team builds.
- Board and advisor list with equity grantsShould-haveStage 2: Diligence
Shows governance and whether advisor equity is reasonable.
Cap table & corporate
- Fully diluted cap tableMust-haveStage 2: Diligence Confidential
Investors model their ownership and dilution from it; errors here delay closing.
- Pro forma cap table post-roundMust-haveStage 2: Diligence Confidential
Shows exactly what the new investor owns after SAFEs and notes convert.
- Option pool / ESOP summaryMust-haveStage 2: Diligence
Pool size affects the effective pre-money; leads often require a top-up.
- Certificate of incorporation and articles / bylawsMust-haveStage 2: Diligence
Confirms the entity, share classes and any existing investor rights.
- Executed SAFEs and convertible notesMust-haveStage 2: Diligence Confidential
Investors check conversion terms (caps, discounts, MFN) against the cap table.
- Shareholder and investor rights agreementsMust-haveStage 2: Diligence Confidential
Existing vetoes, pro-rata and preferences shape what new terms are possible.
- Founder vesting and 83(b) elections (US)Must-haveStage 3: Confirmatory Confidential
Missing 83(b)s are a common, expensive-to-fix diligence finding for US companies.
- Board minutes and consentsShould-haveStage 3: Confirmatory Confidential
Confirms past share issuances and decisions were properly approved.
Legal & IP
- IP assignment from founders and contractorsMust-haveStage 2: Diligence Confidential
If the company doesn't clearly own its IP, the investment is at risk.
- Litigation and disputes summaryMust-haveStage 3: Confirmatory Confidential
Investors must disclose known risks to their LPs; surprises kill deals late.
- Patents and trademarksShould-haveStage 2: Diligence
Shows defensibility and that the brand is protected.
- Material contracts (partners, vendors, leases)Should-haveStage 3: Confirmatory Confidential
Checks for change-of-control clauses, exclusivity or unusual liabilities.
Customers & contracts
- Customer list / logosMust-haveStage 1: First look
Recognisable customers are social proof; concentration is a risk they'll check.
- Top customer contractsMust-haveStage 3: Confirmatory Confidential
Verifies revenue quality: term length, termination rights, pricing.
- Revenue concentration (top 10 customers)Must-haveStage 2: Diligence
One customer above ~20% of revenue is a risk investors will price in.
- Standard customer agreement / terms of serviceShould-haveStage 3: Confirmatory
Shows how you contract and where liability sits.
Security & compliance
- Privacy policy and DPAShould-haveStage 3: Confirmatory
Data handling is a legal liability, especially with EU/UK users (GDPR).
- Insurance policies (D&O, cyber, general liability)Nice-to-haveStage 3: Confirmatory
Leads often require D&O cover before taking a board seat.
Advice
- Expect full diligence from your lead: financials, contracts, cap table and legal will all be reviewed by lawyers.
- Use separate rooms: a lighter first-look room for many funds, and a full diligence room for your lead and finalists.
Other checklists