Data-Room Checklist

Formation documents, amendments, and current good-standing evidenceCritical

Include current entity name, jurisdiction, and any amendments.

Board and shareholder consents for material actionsCritical

Collect approvals for financing, option grants, major contracts, and unusual transactions.

Current cap table with option pool, convertibles, SAFEs, and notesCritical

Reconcile to board approvals and financing documents.

Investor rights, side letters, pro rata rights, and information rights

Flag unusual terms before diligence starts.

Historical P&L, balance sheet, cash flow, and bank supportCritical

Tie reported numbers to source records.

Driver-based forecast with assumptions and scenariosCritical

Document growth, margin, headcount, CAC, churn, and cash assumptions.

Revenue detail by customer, product, cohort, and contract statusCritical

Separate contracted, invoiced, collected, and pipeline amounts.

Cash, burn, runway, debt, and material obligations

Show monthly burn and known cash commitments.

Customer list with contract status, segment, ARR or usage, and renewal dateCritical

Include churned customers separately when relevant.

Pipeline export with stage definitions and next steps

Make stage definitions auditable.

Retention, churn, expansion, cohort, or repeat-use analysisCritical

Use the strongest available retention proxy if cohorts are early.

Referenceable case studies, testimonials, or proof points

Mark which proof points can be shared externally.

Material customer, vendor, partner, lease, and financing contractsCritical

Tag nonstandard terms and change-of-control clauses.

IP assignments, invention agreements, licenses, and open-source notesCritical

Confirm contributors and contractors assigned relevant IP.

Employment, contractor, advisor, compensation, and option records

Reconcile team list to agreements and grants.

Open litigation, compliance, security, privacy, and operational risk registerCritical

List owner, severity, mitigation, and status.

Company & Ownership