A data room is where you share the documents investors need to complete diligence. A well-organized one shortens the time from term sheet to close. But investors will not only read what you give them. They will also check the public record, so the two need to match.
What to include
Corporate
- Certificate of incorporation, bylaws and all amendments
- Board and stockholder consents and minutes
- Certificates of good standing and foreign qualifications
Capitalization
- Fully diluted cap table and pro forma after the round
- Stock purchase agreements, option plan and grants, 409A valuations
- Every SAFE, note, warrant and side letter
- Founders' 83(b) elections
Financing and securities
- Prior financing documents
- Form D filings and state notices
Intellectual property
- Invention assignment agreements for founders, employees and contractors
- Trademark and patent filings
- Open-source usage, if relevant
Commercial
- Top customer and supplier contracts
- Any agreements with change-of-control, exclusivity or most-favored-customer terms
Financial
- Historical financial statements and current-year results
- Budget and model, revenue by customer, tax filings
- Loans, liens and other debt
People
- Employee and contractor agreements, offer letters, key policies
What investors check on their own
Alongside your data room, investors and their counsel commonly check public sources, including:
- State business registries for good standing, officers, subsidiaries and dissolved entities.
- UCC filings with the secretary of state for liens, including ones that were paid off but never released.
- The USPTO for trademark and patent status, ownership and lapses.
- Sanctions lists, such as the Treasury Department's OFAC Sanctions List Search, for founders, owners and key counterparties.1
- Market data to test claims about market size and share.
If the public record says something different from your data room, the investor will ask why. It is better to find those gaps first.
How to organize it
- Use a numbered folder structure that matches the categories above.
- Name files clearly with dates, and use signed, final versions.
- Keep an index, and note anything that does not exist rather than leaving a gap.
- Control access and track who viewed what.
Get Diligence Ready
Rubicon checks your public record the way investors will, and sorts every finding into fix, explain or clear. See how it works.