data-room-builder git:20260705.a28c4ceA

Immutable. This exact content never changes and is served at /api/v1/blob/341ccef2849b68b8.

---
name: data-room-builder
description: Use when a founder needs to prepare materials for investor due diligence. Triggers on "set up a data room", "what goes in a data room", "diligence checklist", "prepare for due diligence", "investors asked for our data room". Builds the organized, staged room that makes diligence fast and confidence-building.
---

# Data Room Builder

The data room is where momentum goes to die or to accelerate. A messy,
slow-to-assemble room signals an undisciplined company and gives a wavering
investor a reason to drift. A clean, staged room signals "this founder runs a
tight ship" and shortens the path to wired funds.

## When to use this skill

Build it during [[fundraise-readiness-audit]] (you should be able to produce it
in days - 3 to 5 working days is the standard for a seed-stage company with
clean books), and stage it for sharing once a term sheet is near. Confirmatory
diligence runs against it; see [[fundraise-closing-mechanics]].

## Structure the room in tiers

Share progressively - not everything goes out on the first call.

### Tier 1 - shared early (builds confidence)
- Pitch deck and the one-page narrative memo.
- Key metrics dashboard with definitions (so numbers are not disputed later).
- Market sizing with assumptions ([[market-sizing]]).

### Tier 2 - shared at serious interest / pre-term-sheet
- **Financials**: historical P&L covering at least the trailing 24 months
  (monthly granularity), the model/projections ([[financial-planner]]),
  monthly burn and runway.
- **Metrics detail**: cohort/retention curves, CAC by channel, pipeline.
- **Cap table**: fully-diluted, plus prior SAFEs/notes ([[cap-table-manager]]).
- **Product**: roadmap, architecture overview, security posture.

### Tier 3 - confirmatory diligence (post-term-sheet)
- **Corporate**: incorporation docs, board consents, prior financing docs.
- **IP**: assignment agreements for every founder and contractor.
- **Customers**: top contracts (any customer over ~10% of revenue gets extra
  scrutiny - have those contracts and their renewal terms ready), churn
  detail, references.
- **People**: org chart, key employee agreements, option grants.
- **Legal**: any litigation, regulatory exposure, material contracts.

## Operating rules

- One source of truth per number. The metric in the deck, the data room, and
  your mouth must match to the decimal.
- Label and date every file. A folder named "Final_v3_real" loses you trust.
- Track who has access and what tier they are in; close access within a week
  of a deal dying - a stale open room is a leak waiting to happen.
- Keep an index document at the root so a partner can navigate without asking.
- Respond to any diligence document request within 24-48 hours. Slower than
  that reads as "they don't have it" and stalls the deal clock; confirmatory
  diligence should run 2-4 weeks, and slow responses are the usual reason it
  doesn't.

## Anti-patterns

- Dumping everything on day one - it overwhelms and surfaces issues out of
  context.
- A number in diligence that contradicts the deck. This is the single fastest
  way to lose a deal; reconcile before you share.
- A room you cannot assemble until week three of diligence. Build it before you
  raise, not during.

## Quality bar

- Every metric in the room reconciles to the deck and the model to the decimal,
  with one named source of truth per number.
- The full Tier 1-3 structure exists before outreach starts, with a have /
  need / drafting status on every item.
- Every file is labeled and dated; the root index lets a partner find any
  document without asking.
- Access is logged per person per tier, and there is a plan to revoke it when
  a deal dies.

## Deliverable

A tiered, indexed data room (folder structure plus a contents checklist marking
have / need / drafting), with every metric reconciled to a single source and an
access-tracking plan for the raise.