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Data rooms

How to structure a Series A data room

Structure a Series A data room in two stages. Stage one is a lean room opened when a fund moves past first meetings: deck, metrics, cap table summary, financial history. Stage two is the full room opened for confirmatory diligence after a term sheet, containing contracts, legal files and detailed people data. Staging protects sensitive material and keeps the early room readable.

Prepared by Perseids · Published · Updated

Stage one — the working room

  • Company overview and current deck.
  • Metrics pack: revenue, retention, cohorts, unit economics.
  • Cap table summary on a fully diluted basis.
  • Historical financials and current model.
  • Product overview.

Stage two — confirmatory diligence

  • Full corporate file, including all financing documents.
  • Detailed cap table with instrument terms, option register and vesting.
  • Material customer and supplier contracts.
  • Employment contracts and key person arrangements.
  • IP ownership evidence and assignments.
  • Litigation, insurance and regulatory files.

Access model

  • Prospective lead fund

    Stage one
    Full access
    Stage two
    Full access after term sheet

  • Other funds in process

    Stage one
    Full access
    Stage two
    Not granted

  • Lead's legal counsel

    Stage one
    Not granted
    Stage two
    Legal folders only

  • Existing investors

    Stage one
    Summary only
    Stage two
    As required by their rights

Keep the ownership section live

The cap table is the document most likely to change during a process and most likely to be wrong in a room. Sourcing it from a maintained ledger rather than a re-exported spreadsheet removes the most common diligence delay.

Prepared by Perseids for general information. It is not legal, tax or investment advice — confirm your specific situation with your advisers.

Put this into practice with Perseids.

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