Key points
- A pre-seed room needs about ten documents, not a full diligence index.
- The essentials: incorporation documents, a reconciled cap table, every SAFE or note, founder IP assignments, the deck and a product overview.
- Leave customer contracts, HR files and detailed legal folders for seed or Series A.
- Investors at this stage check one thing above all: that the founders own the company and its IP cleanly.
- Set the room up in a day and keep it; the seed round builds on the same index.
At pre-seed, investors are backing people and an idea. They still run diligence, but it is short: a few calls, a look at the cap table, a check that the code and the brand belong to the company. A data room at this stage is less about volume and more about showing that the basics are in order.
The short list
- Certificate of incorporation and any name change certificates
- Bylaws, articles or constitution, the current signed version
- Cap table, fully diluted, with every holder and every instrument
- SAFEs and convertible notes, signed copies plus a summary of caps and discounts
- Founder IP assignment agreements, one per founder
- Pitch deck and a one-page summary with the few metrics you have
- Product overview: screenshots, a short demo video or a roadmap
- Founder biographies with relevant experience
That is it for most pre-seed rounds. If you already have revenue, add a simple monthly revenue table. If you have a patent filing or a key licence, add it to the IP folder.
What investors ask for at each stage
The number of documents grows quickly after pre-seed. Using our ten-folder index:
Documents investors usually expect, by folder
Pre-seed count per folder. The Series A list has 38 items in total.
| Stage | Who invests | Documents in our checklist | What they focus on |
|---|---|---|---|
| Pre-seed | Angels, pre-seed funds | 9 | Founders, ownership, IP |
| Seed | Seed funds, angels | 20 | Cap table detail, early metrics, model |
| Series A | Lead VC and counsel | 38 | Full legal, financial and customer diligence |
| Series B and later | Growth funds, PE | 43 or more | Quality of earnings, compliance, people |
What to leave out for now
Uploading everything feels thorough but slows investors down and exposes files you do not need to share yet. At pre-seed you can usually skip:
- Customer and supplier contracts (share a list of logos if you have them)
- Employment templates, payroll and benefit plans
- Detailed security policies and pen test reports
- Full board minutes (consents for the key decisions are enough)
Set it up in a day
- Create the ten foldersUse the full numbered index even if half the folders stay empty; you will fill them at seed.
- Reconcile the cap tableTick every line against a signed document; fix gaps before you upload.
- Upload the short listName files plainly: date, document, version. PDF for signed documents.
- Set permissionsView-only for the cap table and SAFEs; download allowed for the deck.
- Invite and watchInvite investors after the first call and use the activity log to time follow-ups.
Which tool to use
At pre-seed you have three options. A shared drive costs nothing but gives you no view-only control or reliable tracking. A deck-sharing tool tracks views of a few files well. A full data room gives you permissions, watermarks, Q&A and an index you can keep for the next round. Founders who expect to raise again within 12 to 18 months usually save time by starting with a full room. Our startup fundraising ranking weighs setup speed and price most, and the pricing calculator shows the cost of a two-month room on each platform.
What a pre-seed room looks like
How the document list grows by stage
Pre-seed vs seed: what changes in the room
The pre-seed room is a subset of the seed room, not a different thing. Building it with the full numbered index from day one means you only add files when the seed lead asks, instead of reorganising.
| Folder | Pre-seed | Seed |
|---|---|---|
| Company | Incorporation, bylaws, key consents | Plus all board and stockholder consents |
| Cap table | Current table, signed SAFEs | Plus a pro forma after the round and the option ledger |
| Financials | 18-month budget | Monthly P&L, bank statements, a 24-month model |
| Traction | Waitlist or pilots, if any | Monthly revenue or usage, early cohorts |
| Customers | Logos with permission | Signed contracts, pilots, letters of intent |
| Team | Founder bios | Employment and contractor agreements, grants |
| IP | Founder assignments | Assignments from everyone who built product or brand |
Model your SAFEs before you share the cap table
Most pre-seed rounds are on SAFEs, and the first question a careful angel asks is what the SAFEs will convert into. Run your own numbers first so the answer is ready. Enter your SAFE, its cap and discount, and a plausible seed round:
Post-money SAFE; several SAFEs each keep their own percentage and dilute the founders. Full method on the SAFE calculator page.
Add the result to a one-page SAFE register in the cap table folder: investor, amount, cap, discount, MFN and date signed. If you have several SAFEs at different caps, model each one; the SAFE calculator explains the method and the cap table calculator shows the effect through Series B.
How much to raise, and why the room should say it
Angels want to know what the money buys. A short use-of-funds table in the plan folder answers that better than a slide: hires, product milestones and the months of runway the round gives. Eighteen months is a common target at pre-seed, because the seed raise itself takes three to six months.
| Use of funds | Share of a $750,000 round | What it buys |
|---|---|---|
| First engineers | 55% | Two hires for 18 months |
| Product and infrastructure | 15% | Hosting, tools, design work |
| Go to market | 15% | First pilots and early marketing |
| Legal, accounting, admin | 5% | Company upkeep and the round itself |
| Buffer | 10% | Slower sales or a slower seed raise |
The how much to raise calculator turns burn, runway and a buffer into a round size and shows the stake you would sell.
Red flags angels look for
| Red flag | Why it matters | How to fix it |
|---|---|---|
| A founder without vesting | A co-founder who leaves keeps a large stake | Put standard founder vesting in place before the round |
| IP created before incorporation | The company may not own its code or brand | Sign an assignment that covers prior work |
| Cap table in a spreadsheet nobody can reconcile | Investors cannot tell what they are buying | Tick every line against a signed document |
| SAFEs with different caps not on the cap table | Conversion surprises at the seed round | Keep a SAFE register and a pro forma |
| Advisors promised equity by email | Hidden claims on the company | Paper every promise with a signed agreement and board consent |
| Personal and company money mixed | Unclear spending and tax risk | Open a company bank account and keep it separate |
File naming that survives to Series A
Investors read file names before they open files. A consistent pattern lets them find what they need and tells them which version is current.
| Instead of | Use |
|---|---|
deck final v3 NEW.pdf | 2026-10 Pitch deck v3.pdf |
captable.xlsx | 2026-10-01 Cap table fully diluted.xlsx |
SAFE John.pdf | 2026-08-14 SAFE Jane Doe 100k cap 8m signed.pdf |
IP.pdf | 2026-03-02 IP assignment Founder A signed.pdf |
A pre-seed room in one week
From empty room to first investor, in five working days
- 01Day 1
Create the numbered folders, collect incorporation documents and founder bios.
- 02Day 2
Reconcile the cap table and the SAFE register with your lawyer.
- 03Day 3
Sign any missing IP assignments and vesting agreements.
- 04Day 4
Write the 18-month budget and the use-of-funds table.
- 05Day 5
Set permissions, test with a friend, invite the first investor.
Do I need a data room for a pre-seed round?
You need the documents in one organised, trackable place. A small data room is the simplest way to do that, and the index carries over to your seed round.
Should I share my financial model at pre-seed?
Only if you have one you believe in. Many pre-seed investors care more about the plan for the money than a five-year model. A simple 18-month budget is often enough.
What if my cap table has mistakes?
Fix them before you upload. Work with your lawyer to paper any missing grants or transfers. Investors find mismatches quickly and they slow the round more than any other issue.
How long should the room stay open?
For the round, typically four to ten weeks. Keep it afterwards and update it monthly.
Should the pre-seed room include a financial model?
A simple 18-month budget with hires and runway is enough for most angels. A detailed model becomes useful at seed.
How do I show SAFEs to investors?
Upload each signed SAFE and a one-page register with amount, cap, discount and date, plus a pro forma showing conversion at a likely seed round.
Can I use the same room for the seed round?
Yes. Keep the same numbered index and add the seed-stage files to each folder when a lead investor starts diligence.
