Data Room
BLUEPRINT — every business spun up from the factory inherits this template. Instance data lives in .invisible/ventures/{slug}/finance/data-room/. Never hardcode a business name, document, or investor in this file.
Most raises die in diligence, not in the pitch meeting. A strong pitch earns a data room request. A weak data room turns a soft yes into a polite pass. This template structures the room, names the red flags, and sequences the Q&A drills that rehearse founders for the questions that actually land.
Business Alignment
| Question | Answer |
|---|---|
| Venture name | [instance: name] |
| Raise stage | pre-seed / seed / Series A |
| Data room status | Draft / Ready / Active / Closed |
| Conviction | HIGH / MEDIUM / LOW / NONE |
| Who owns this room? | [diligence-auditor agent / fractional CFO] |
Directory Structure
Every data room follows the same shape. Investors expect it. Deviation costs time.
data-room/
├── 01-company/
│ ├── pitch-deck.pdf
│ ├── one-pager.pdf
│ └── executive-summary.pdf
├── 02-team/
│ ├── founder-bios/
│ ├── cap-table.xlsx
│ ├── option-plan.pdf
│ └── key-hires-plan.md
├── 03-product/
│ ├── demo-video.mp4
│ ├── product-roadmap.md
│ └── technical-architecture.md
├── 04-market/
│ ├── market-sizing.md
│ ├── competitive-analysis.md
│ └── customer-interviews/
├── 05-traction/
│ ├── kpi-dashboard.pdf
│ ├── customer-list.xlsx
│ ├── revenue-by-cohort.xlsx
│ └── case-studies/
├── 06-financials/
│ ├── historical-pnl.xlsx
│ ├── three-year-projections.xlsx
│ ├── unit-economics.md
│ ├── cash-flow-projection.md
│ └── roi-analysis.md
├── 07-legal/
│ ├── incorporation-docs/
│ ├── shareholder-agreements/
│ ├── ip-assignments/
│ ├── material-contracts/
│ └── compliance-certificates/
└── 08-references/
├── customer-references.md
└── advisor-references.md
Readiness Gates
Before opening the room to any investor:
| Gate | Pass criterion | Kill signal |
|---|---|---|
| KPI integrity | Every metric has a single source of truth, owner, refresh cadence | Two dashboards show different numbers |
| Model reconciliation | Financial model matches pitch deck line-by-line | Deck claim missing from model |
| Cap table current | Reflects every SAFE, option grant, and vesting schedule | Last updated >30 days ago |
| Legal clean | All material contracts, IP assignments, employment agreements present | Missing founder IP assignment |
| Reference call ready | 3+ customers willing to take reference call within 48h | Only one customer |
Red Flag Catalogue
Anticipate the questions diligence will raise. Address before asked.
| Category | Red flag | Pre-emptive answer |
|---|---|---|
| Team | Co-founder departure | One-liner with dates + equity treatment |
| Product | Open-source licence conflict | Licence audit report |
| Market | TAM claimed larger than category | Bottoms-up sizing with assumptions |
| Traction | Churn hidden in cohort averages | Cohort retention curves |
| Financial | Revenue recognition questions | Accounting policy document |
| Legal | Pending litigation | Explicit disclosure + resolution path |
| Cap table | Unissued option pool expansion | Pool math with post-round percentages |
The rule: every red flag disclosed up front earns credibility. Every red flag discovered in diligence destroys it.
Q&A Drill
Founders should rehearse answers to the 20 questions that always come.
| # | Question | Practised? |
|---|---|---|
| 1 | Why now? | |
| 2 | Why you? | |
| 3 | What's the insight no one else has? | |
| 4 | What's your unfair advantage? | |
| 5 | Who are your real competitors — not the obvious ones? | |
| 6 | Walk me through your unit economics. | |
| 7 | What's the path to $10M ARR? | |
| 8 | What's the path to $100M ARR? | |
| 9 | What breaks at scale? | |
| 10 | What are you doing that won't work? | |
| 11 | What keeps you up at night? | |
| 12 | Who have you lost? Why? | |
| 13 | What's your hiring plan for this round? | |
| 14 | Where does the money go? | |
| 15 | What milestones does this round get you to? | |
| 16 | What do you need for the next round? | |
| 17 | Who else is in this round? | |
| 18 | What's the exit scenario? | |
| 19 | What's the dilution you're willing to accept? | |
| 20 | What happens if we don't invest? |
Access Control
| Investor stage | What they see |
|---|---|
| First meeting | Pitch deck + one-pager only |
| Second meeting | Adds demo video, case studies |
| Deep dive | Adds financials, competitive analysis |
| Term sheet signed | Full room access |
Never open the full room before a second meeting. Partial access maintains pace and respects the work.
Receipt
On completion, diligence-auditor writes a receipt to .invisible/context/receipts/ with:
factory_instance_id= parent factorybusiness_id= this venture slugphase=pitchtask_id=pitch.6- Primary artefact =
.invisible/ventures/{slug}/finance/data-room/
Context
- Pitch Deck — what opens the room
- Investor Map — who gets access
- Cap Table — the core legal doc
- Unit Economics · Cash Flow · ROI Analysis — the math behind the claims
Questions
- Which red flag in your business would a careful diligence process uncover first — and have you addressed it before the room opens?
- What's the one question you hope no investor asks? Why? What's your answer when they do?
- If a partner spends 20 minutes in your data room, what story do the files tell?