Series B+
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?

Insider support is the strongest signal on a bridge; lack of it is the first red flag new investors look for.

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

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

Actuals are the ground truth the model is judged against.

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

Surfaces debt, liabilities and working-capital issues the P&L hides.

Shows whether past plans were credible, which sets how much the new plan is trusted.

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

Later-stage funds and their LPs often require audited numbers.

Unfiled taxes or aggressive credits are liabilities that transfer to investors.

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.

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.

Copyleft licences in a commercial product can be an IP problem.

Being upfront about risks builds trust; investors will find them anyway.

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.

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

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.

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.

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

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

Confirms past share issuances and decisions were properly approved.

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

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

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

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

Shows defensibility and that the brand is protected.

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).

Leads often require D&O cover before taking a board seat.