Data Room

When to Use

• The founder is mid-fundraise and investors are requesting due diligence materials.
• The founder wants to proactively prepare a data room before starting outreach.
• The founder received a term sheet and needs to prepare for confirmatory due diligence.

Context Required

From startup-context: stage, legal entity type, founding date, team composition, fundraising history, cap table basics, revenue/metrics, and any existing legal or financial documents.

From the user: current round stage (pre-term sheet vs. post-term sheet), which investor is requesting materials, and any specific document requests received.

Workflow

1. Read startup context — Pull company details from .agents/startup-context.md to understand stage, entity type, and what documents should already exist.
2. Assess the DD stage — Determine if this is proactive prep (pre-pitch), initial DD (post-first meeting), or confirmatory DD (post-term sheet). The scope differs significantly.
3. Generate the checklist — Produce a stage-appropriate checklist using the master framework below. Mark each item as: Exists, Needs Update, Needs Creation, or Not Applicable.
4. Audit existing materials — Review documents for completeness, staleness (financials older than 1 month), and red flags (missing signatures, inconsistent cap table).
5. Draft missing items — Provide templates or drafts for documents the founder needs to create (financial summary, KPI dashboard, org chart).
6. Organize the room — Recommend a folder structure and set access controls for what to share pre- vs. post-term sheet.

Output Format

A structured checklist in markdown, organized by category:

## Data Room Checklist — [Company Name] — [Round]

### Section 1: Corporate Documents
- [x] Certificate of Incorporation — exists, current
- [ ] Board consent for fundraise — needs creation
- [ ] 409A valuation — needs update (last done 14 months ago)

Followed by a recommended folder structure and access-level guidance.

Frameworks & Best Practices

Master Due Diligence Checklist

1. Corporate Documents: Certificate of Incorporation (and amendments), bylaws, board minutes (last 12 months), board consent for fundraise, stockholder agreements, QSBS eligibility docs, state registrations, any pending litigation.

2. Cap Table & Equity: Fully diluted cap table (Carta/Pulley export, not a manual spreadsheet), option plan and grant ledger, SAFEs/convertible notes with terms, pro forma post-round cap table, current 409A valuation (<12 months old), secondary sale history.

3. Financials: P&L, balance sheet, cash flow — actual, last 12 months (monthly). Bank balance and burn rate. 18-36 month projections with stated assumptions. Revenue breakdown by customer/cohort. Unit economics (CAC, LTV, gross margin, payback). AR/AP aging. Outstanding debt.

4. Metrics & KPIs: Monthly KPI dashboard (MRR/ARR, growth, churn, NRR, DAU/MAU). Cohort retention. Sales pipeline (B2B) or funnel conversion (B2C/PLG).

5. Product & Technology: Product roadmap (6-12 months), architecture overview, IP ownership confirmation, patent filings, open source license audit, SOC 2 or security summary.

6. Contracts & Customers: Top 10 customer contracts, customer concentration analysis (<20% per customer is ideal), key vendor/partner agreements, exclusivity or non-compete clauses, churn log.

7. Team & HR: Org chart, founder/key employee bios, employment agreements (confirm IP assignment), contractor agreements, option grant summary, HR disputes, benefits summary.

8. Legal & Compliance: Privacy policy and GDPR/CCPA status, regulatory licenses, trademarks, terms of service, insurance (D&O, E&O, cyber).

Stage-Specific Scoping

• Pre-seed / Seed: Focus on sections 1, 2, 3 (lighter — 3-6 months of financials), and 7 (team). Product and legal can be thinner. No 409A yet is fine.
• Series A: All sections expected. Monthly financials for 12+ months. Solid metrics dashboard. Airtight IP assignment. Current 409A required.
• Post-term sheet DD: Everything above, plus items the lead investor's counsel specifically requests. Corporate governance gets scrutinized here.

Folder Structure

/01-Corporate           /05-Product-and-Technology
/02-Cap-Table-Equity    /06-Contracts-Customers
/03-Financials          /07-Team-HR
/04-Metrics-KPIs        /08-Legal-Compliance
                        /09-Pitch-Materials

Access Control

• Pre-term sheet: Share pitch materials, metrics dashboard, financial summary, team bios. Hold back contracts, full cap table, legal docs.
• Post-term sheet: Open the full room. Require an NDA before sharing customer contracts or detailed financials.
• Watermark PDFs with the investor's name. Use link-level analytics (DocSend) to track what gets opened.

Red Flags That Kill Deals

• Cap table inconsistencies between the table and signed documents.
• Missing IP assignment agreements for contractors who built core product.
• Stale or missing 409A when options have been granted.
• Financial statements that don't reconcile with bank statements.
• Non-standard founder vesting without board approval documentation.

Related Skills

• pitch-deck — the deck is the top-of-funnel; the data room is the supporting evidence
• investor-research — knowing which investors are in the pipeline helps prioritize what to prepare first

Examples

Example prompt: "We just got a term sheet for our Series A. What do I need in my data room?"

Good output approach: Generate the full 8-section checklist scoped for confirmatory DD. Cross-reference against startup context to pre-fill what likely exists. Flag highest-risk items (cap table accuracy, IP assignments, 409A currency). Recommend a folder structure and 2-4 week timeline.

Example prompt: "I'm about to start fundraising for our seed round. Should I set up a data room now?"

Good output snippet:

Yes — a proactive data room signals operational maturity. For seed, focus on:

• Clean cap table export (Carta or Pulley, not a spreadsheet)
• Certificate of Incorporation and amendments
• 6-month financial summary (revenue, burn, bank balance)
• IP assignment agreements for all founders and contractors
• Monthly KPI dashboard (MRR, user count, growth rate)