Dataroom Prep

Dataroom Prep — Get Raise-Ready

Builds a clean, investor-ready dataroom: the standard folder structure, the documents that belong in each section, what each document must actually contain, and a checklist of what the founder still needs to gather. Tuned for US pre-seed/seed rounds.

> Founders: a tidy, complete dataroom signals you're organized and lowers an investor's > perceived risk. Build it before you pitch — then run the diligence-review skill on it to > catch gaps the way an investor will.

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Workflow

1. IDENTIFY    → Company, entity type, where the dataroom will live (folder path)
2. SCAFFOLD    → Create the standard section folders
3. INVENTORY   → For anything the founder already has, file it into the right section
4. SPEC        → For each section, list required docs + what each must contain
5. GATHER-LIST → Produce the checklist of what's still missing, with how to get it
6. HANDOFF     → Tell them to run diligence-review on the assembled dataroom

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Step 1: Identify

Ask if not given:

• Company name and entity type (Delaware C-corp? LLC converting? — affects which docs exist)
• Where the dataroom should live: a local folder path, or a shared drive
• What they already have on hand

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Step 2: Scaffold the structure

Create this folder structure (use the folder path the founder gives). These six sections use the same names as the diligence-review checklist, so the dataroom maps 1:1 to how it'll be reviewed:

[Company]-Dataroom/
├── Legal/          # Corporate & legal — formation, bylaws, consents, financing docs
├── Cap Table/      # Equity — cap table export, SPAs, 83(b), option plan, IP assignment
├── Capital/        # Financials — P&L, balance sheet, model, tax, use of funds
├── Traction/       # Market & traction — deck, customer contracts, pipeline, metrics
├── Product/        # Product & IP — overview, demo, filings
└── Team/           # Founder bios, references, employment & advisor agreements

(Diligence-review's checklist sections are Legal, Cap Table, Capital, Market/Traction, Product, and Team — these folders match them one-to-one.)

Also drop a top-level 00-START-HERE.md index listing what's in each folder (investors appreciate a map).

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Step 3 & 4: What goes in each section

This is the canonical inventory of what belongs in a dataroom — the diligence-review skill defers to this list rather than re-specifying it. For each section, the required documents and what each must actually contain. Mark what the founder has vs. needs — but do not judge or classify the contents here; that's diligence-review's job (see handoff in Step 6).

Format matters. The cap table and the financials must be delivered as spreadsheets or tool exports (.xlsx / .csv / Google Sheet / Carta link), not as prose write-ups. Investors model dilution and stress-test burn in a spreadsheet — a narrative summary is a useful supplement but never a substitute for the underlying numbers in a workable format.

Legal — Corporate & Legal

• Certificate of Incorporation — state (Delaware expected), date, authorized shares, par value.
• Bylaws.
• Board consents / formation board minutes.
• EIN / tax ID confirmation — the IRS CP-575 (or equivalent) as its own document, not just an

EIN number quoted inside another file.

• State qualifications & good-standing certificates — DE good standing, plus any state where you

do business.

• Indemnification agreements (if any).
• Prior financing docs — every signed SAFE / convertible note / prior round docs.

Cap Table — Cap Table & Equity

• Cap table (spreadsheet or Carta/Pulley/AngelList export) — REQUIRED as an actual spreadsheet

or tool export showing every holder, shares, fully diluted ownership %, all SAFEs/notes with caps & discounts, warrants, and the option pool. A prose "cap table summary" doc is a helpful supplement but is not a substitute — ship the spreadsheet. No cap-table tool yet? Build a clean .xlsx from the source documents.

• Founder Stock Purchase Agreements (one per founder) — share counts, vesting schedule,

acceleration, vesting commencement date.

• 83(b) election confirmations — proof each founder filed within 30 days of their stock

purchase. (This is high-value and often missing — see note below.)

• Equity Incentive Plan / option plan — pool size, board & stockholder approval. If only

proposed (not yet adopted), include a short status memo saying so.

• Option grant records — any grants made.
• PIIA / CIIAA (Proprietary Info & Inventions Assignment) per founder & employee — confirms IP

is assigned to the company. These IP-assignment agreements live here (with equity), not in Team.

Capital — Financials

Ship these as spreadsheets, not prose docs (see "Format matters" above).

• Income statement / P&L — last 3 months at minimum, as a spreadsheet (this is the #1 thing

missing from early datarooms and it blocks burn/runway verification).

• Balance sheet.
• Bank balance / runway summary — current cash and months of runway.
• Financial model / projections — a forward-looking model (12–24 months) built off the signed

contracts plus pipeline: revenue ramp, hiring plan, burn, and runway under the raise. Investors want to see where the money takes you, not only where you've been. Even a simple one-tab spreadsheet beats none.

• Tax filings — last year's, or a written "did not file / not yet required" note.
• Use of funds — how the raise will be spent.

Traction — Market & Traction

• Pitch deck (current version) — include the actual file (PDF), not just a link, so it

lives with the dataroom.

• Customer contracts / signed LOIs / pilot agreements — proof behind any traction claims.
• Sales pipeline — current opportunities, ideally as a spreadsheet with stage and value.
• Key metrics — a short revenue/usage/growth/retention summary (MRR, active accounts, churn).

Product — Product & IP

• Product overview / demo link — plus screenshots or a short walkthrough.
• Patent or trademark filings — only if the founder has claimed IP; the filings must match the

claim.

• Technical/architecture overview (optional, light).

Team

• Founder bios / one-pager — roles and relevant background. Put a copy here in Team even if a

company overview elsewhere covers it — reviewers look in Team for founder background.

• Org chart / key hires (if any).
• Reference list — 3 references per founder with names + emails (founders forget this; investors

will ask).

• Employment & advisor agreements — offer letters, employment agreements, advisor agreements.

(IP-assignment agreements — PIIA/CIIAA — live under Cap Table with equity, not here.)

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Special note: recent C-corp conversions (very common at pre-seed)

If the company incorporated the C-corp recently (often right before raising, frequently converting from an LLC), make sure the dataroom also includes:

• IP assignment from the prior LLC (often Schedule 1 of the Founder SPA's IP Assignment exhibit).
• Prior LLC tax filings, if the LLC operated.
• 83(b) elections dated within 30 days of the new C-corp stock purchase — flag this deadline

explicitly; a missed filing is a real-money tax error and a QSBS risk.

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Step 5: Gather-list

Produce a checklist of what's still missing, each with a one-line "how to get it":

# [Company] Dataroom — Still to Gather
- [ ] Last 3 months P&L **as a spreadsheet** — export from QuickBooks/Xero or ask your bookkeeper
- [ ] Cap table **as .xlsx / Carta export** — a prose summary doesn't count
- [ ] Financial model (12–24 mo) — revenue ramp off signed contracts + pipeline, hiring, burn, runway
- [ ] Balance sheet
- [ ] 83(b) confirmations — find the USPS certified-mail receipts / IRS confirmations per founder
- [ ] Founder bios one-pager (in Team) + 3 reference names + emails per founder
- [ ] Pitch deck PDF (the file, not just a link)
- [ ] Signed customer LOIs — pull from email / DocuSign
- ...

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Step 6: Handoff

Once the dataroom is assembled, tell the founder to run the diligence-review skill on the folder — it walks the same six sections, marks each item ✅ / 🔴 / 🟠, and surfaces the gaps an investor would catch (including the §83(b) deadline tracker). Build here, then pressure-test there.

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What this skill does NOT do

• It does not judge, score, or classify the documents — assembling the dataroom is this skill's

job. To evaluate the finished dataroom (and catch the §83(b) deadline), run the diligence-review skill. Build here, pressure-test there.

• It does not provide legal or tax advice — entity, 83(b), and QSBS items are flags to confirm with

counsel/an accountant.

• It does not generate the legal documents themselves — it tells you what's needed and what each

should contain.

• It assumes US pre-seed/seed venture norms.

Source & license

This open-source skill is cataloged on AgentStack and links to its original source — we do not rehost the code.

• Author: Founders-Edge
• Source: Founders-Edge/toolkit
• License: MIT

Install and usage instructions live in the source repository linked above.