Initial review
Deck, team, demo, summarized traction, financing ask and operating plan.
Fundraising · Starter kit
A starter data room for your next financing.
Organize what investors are funding, who owns it, what obligations exist, and how the financing changes ownership.
Start with the records you actually have
For a U.S. startup raising a SAFE, convertible note, or priced equity round. The default is a Delaware C corporation, with founder holding-LLC and existing-business transfer records where applicable. A pre-revenue NewCo can mark genuinely absent items “None” or “Not applicable.” Unknown is a different status.
The ZIP contains editable Markdown instructions, a document index, and folders. It contains no company evidence or completed financing agreements. Markdown files are plain text and can be edited in a text editor or copied into your preferred document tool.
Set up your room
- Download and unzip. Keep a clean copy of the starter package.
- Copy the folders into your company’s chosen private storage platform.
- Assign a room owner and complete company details in folder 00.
- Work through the index. Assign document owners, status, dates, and links to authoritative copies.
- Add your records. Separate signed documents from drafts; give confirmed “None” and “Not applicable” entries an explanation.
- Reconcile the evidence. Ownership, financials, IP rights, and financing assumptions should agree.
- Configure and test access before sharing. Folder names do not enforce permissions.
What’s included
Expand a folder to see its checklist. The downloadable index starts with every item marked “Not assessed.”
00 · Room administration
Complete before sharing:
- Company legal name and formation state: [complete]
- Relevant operating/holding entities: [complete]
- Financing instrument and target: [complete]
- Room owner and contact: [complete]
- Last evidence review date: [complete]
- Approved recipients and access level: [complete]
Maintain the document index, open questions/change log, and readiness checklist. Assign one room owner and a specific responsible person for each evidence item.
01 · Investment overview
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 01-01 | Pitch deck and executive summary | Problem, solution, business model, target customer, market and competition. | Initial |
| 01-02 | Founder biographies | Relevant experience and current roles. | Initial |
| 01-03 | Financing ask and use of funds | Target amount, proposed instrument, runway and milestones financed. | Initial |
| 01-04 | Product demo | Demo link or walkthrough; distinguish current capabilities from roadmap. | Initial |
02 · Formation and governance
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 02-01 | Formation documents | Filed charter and amendments, bylaws, EIN confirmation. | Diligence |
| 02-02 | Corporate actions | Incorporator actions; board/officer appointments; board and stockholder minutes and consents. | Diligence |
| 02-03 | Status and registrations | Good-standing evidence and applicable state registrations. | Diligence |
| 02-04 | Entity and ownership diagram | Operating company, subsidiaries, founder holding vehicles and relevant beneficial ownership. | Diligence |
| 02-05 | Founder and governance agreements | Cofounder, stockholder, voting and other governance agreements. | Diligence |
| 02-06 | Rights and related-party schedule | Approval and board rights; related-party arrangements; required financing consents. | Diligence |
For a possible founder-governance starting point, see the Cofounder Agreement v2 public review draft. Use of that template is optional, not a financing requirement.
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
03 · Capitalization and equity
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 03-01 | Stock ledger and cap table | Dated actual outstanding shares and fully diluted view; reconcile all instruments and reserves. | Diligence |
| 03-02 | Founder equity records | Purchase agreements, consideration/payment evidence, vesting and repurchase terms. | Diligence |
| 03-03 | Equity plan and awards | Plan, pool reserve, option/restricted-stock grants, warrants and outstanding equity promises. | Diligence |
| 03-04 | Existing financing instruments | All SAFEs, notes, amendments and side letters; cross-link authoritative copies. | Diligence |
| 03-05 | Valuations and approvals | Relevant valuation reports and equity authorizations. | Diligence |
| 03-06 | Financing and conversion scenarios | New financing, conversion, pool changes and dilution for founders, employees and investors. | Diligence |
| 03-07 | Founder holding LLC records | If applicable: operating agreement, actual member ownership/vesting, signing authority and required financing consents. | Restricted |
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
04 · Intellectual property and technology
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 04-01 | Confidentiality and IP assignments | Signed founder, employee and contractor assignments; identify missing contributors. | Diligence |
| 04-02 | Background IP and licenses | Reserved pre-existing technology, owners and necessary licenses. | Diligence |
| 04-03 | IP register | Patents, trademarks, applications and material domains, with owners/status. | Diligence |
| 04-04 | Dependency register | Material open-source, software, data and AI-model dependencies; usage rights and restrictions. | Diligence |
| 04-05 | Technical overview | Architecture, current development status, roadmap and material dependencies. | Diligence |
| 04-06 | Company control evidence | Repository, domain and infrastructure ownership/control summary; never include credentials. | Diligence |
| 04-07 | IP disputes and ownership gaps | Known claims, encumbrances and unresolved assignments. | Restricted |
| 04-08 | Existing-business transfer records | If applicable: asset assignments/licenses, title evidence, consents and assumed-obligation schedule. | Restricted |
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
05 · Team and service arrangements
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 05-01 | Organization and hiring | Organization chart, key people and hiring plan. | Diligence |
| 05-02 | Founder and executive service agreements | Employment/service terms, duties and termination arrangements. | Restricted |
| 05-03 | Material people agreements | Employee, contractor, advisor and agency agreements. | Restricted |
| 05-04 | Compensation and accrued obligations | Salary, benefits, expenses and accrued liabilities; restrict personal details. | Restricted |
| 05-05 | Founder commitments and conflicts | Time commitments, permitted outside activities and disclosed conflicts. | Diligence |
| 05-06 | People disputes | Material employment disputes and unresolved contributor claims; exclude privileged advice. | Restricted |
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
06 · Financials and operating plan
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 06-01 | Historical financial statements | Available statements since inception; identify accounting basis and period. | Diligence |
| 06-02 | Cash and runway | As-of cash, monthly burn, runway and material liabilities. | Diligence |
| 06-03 | Monthly forecast | Approximately 24 months with revenue, cost, hiring and financing assumptions. | Diligence |
| 06-04 | Use-of-funds budget | Tie spending to financing target, operating milestones and hiring plan. | Initial |
| 06-05 | Debt and commitments | Founder loans, guarantees, related-party balances and material commitments. | Diligence |
| 06-06 | Revenue and unit economics | Reconcile to books; include meaningful economics and metric definitions where available. | Diligence |
| 06-07 | Opening and predecessor figures | NewCo opening balance sheet; separately label any predecessor historical figures. | Diligence |
07 · Customers and commercial agreements
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 07-01 | Customer and revenue summary | Concentration, retention and metric definitions where applicable. | Initial |
| 07-02 | Material customer documents | Signed contracts, pilots and LOIs; distinguish binding commitments. | Restricted |
| 07-03 | Pipeline | Stage, expected timing and assumptions; separate from contracted revenue. | Diligence |
| 07-04 | Material commercial agreements | Supplier, distribution, partnership, lease and licensing contracts. | Restricted |
| 07-05 | Contract restrictions | Renewal, termination, exclusivity, assignment and change-of-control requirements. | Diligence |
| 07-06 | Customer references | Share contact details only with permission. | Restricted |
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
08 · Tax, compliance and risk
Store or link the applicable records below. This template contains no company evidence. Default owner: room owner until assigned.
| ID | Record | Contents | Suggested access |
|---|---|---|---|
| 08-01 | Tax returns and payment status | Filed returns and payment status where applicable. | Restricted |
| 08-02 | Equity election evidence | Relevant 83(b) and other election records; redact unnecessary personal identifiers. | Restricted |
| 08-03 | QSBS supporting file | Where intended: stock-lot facts, issuance/ownership records and factual eligibility review; no blanket promise. | Restricted |
| 08-04 | Licenses and regulatory obligations | Applicable licenses and material regulatory requirements. | Diligence |
| 08-05 | Privacy and security | Data-use/privacy documents, proportionate security overview and material gaps. | Diligence |
| 08-06 | Incidents and claims | Material incidents, disputes, threatened claims and known exposure; counsel manages privileged material separately. | Restricted |
| 08-07 | Insurance | Coverage schedule and relevant policies. | Diligence |
| 08-08 | Prior securities filings | Applicable filing records from earlier financings. | Restricted |
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
09 · Current financing and closing
Use the checklist for the selected instrument, plus common closing records. Preserve prior financing instruments in the cap-table index; link to authoritative copies instead of maintaining inconsistent duplicates.
A standard YC SAFE is not a debt note and has no interest or maturity date. Use the actual instrument terms when modeling conversion. YC forms and guidance.
The priced-round categories reflect the NVCA model-document suite; counsel determines the transaction-specific package.
Keep wire instructions in a separately verified closing process, not in the generally shared data room. Never treat receipt of an emailed instruction change as verification.
Agreement preparation resources
See the Awake agreement library and agreement-to-record mapping. Templates are preparation resources, not company evidence; store the actual signed documents and approvals privately.
SAFE
- Proposed SAFE form, exact terms and deviations from the selected standard.
- Side letters, including any pro rata, information or MFN rights.
- Required corporate and founder approvals.
- Aggregate SAFE schedule: investor, amount, execution/funding status, form/version and terms.
- Dilution/conversion scenarios coordinated with all existing instruments.
Maintain separate drafts/, executed/, and superseded/ subfolders. Label draft status explicitly.
Convertible note
- Note and any purchase agreement, with proposed terms.
- Interest, maturity, conversion triggers, repayment and default terms.
- Security, guarantees or subordination documents, if applicable.
- Principal and accrued-interest schedule and conversion model.
- Required approvals, waivers and investor side letters.
Maintain separate drafts/, executed/, and superseded/ subfolders. Label draft status explicitly.
Priced equity round
- Term sheet and proposed amended charter.
- Stock purchase agreement and disclosure schedules.
- Investors’ rights, voting, and right-of-first-refusal/co-sale agreements as applicable.
- SAFE/note conversion calculations, pool changes and post-closing cap table.
- Closing approvals, required waivers and other transaction-specific documents.
Maintain separate drafts/, executed/, and superseded/ subfolders. Label draft status explicitly.
Common closing records
- Closing checklist with responsible person, prerequisite and completion evidence.
- Executed agreements and amendments, with all signature pages.
- Funding confirmations reconciled to signed amounts; restrict bank information.
- Updated ownership/instrument records and applicable filing receipts.
- Post-closing obligations, responsible person and deadlines.
Maintain separate drafts/, executed/, and superseded/ subfolders. Label draft status explicitly.
Share in stages
Serious diligence
Corporate records, capitalization, IP and technology summaries, commercial evidence and detailed financials.
Restricted diligence and closing
Sensitive people and tax records, unredacted contracts, and investor-specific closing documents.
Use named-user access and test permissions. Keep credentials, raw customer personal data, and privileged advice out of the general room. Share wire instructions through a separately verified closing process.
Readiness checklist
Complete against actual evidence. This template starts unpopulated; an unchecked item is not a finding of noncompliance.
- Stock ledger, cap table, signed awards/instruments, reserves and approvals reconcile.
- Outstanding shares and fully diluted assumptions are distinguished.
- Founder holding-vehicle ownership, authority and relevant consents are documented, if applicable.
- All material assets have documented ownership or adequate usage rights.
- Existing-business asset transfers/licenses and required consents are recorded, if applicable.
- Deck, financial model, books and commercial claims reconcile for the same stated periods.
- Forecasts and predecessor figures are clearly identified.
- Pipeline, LOIs, pilots, signed commitments and recognized revenue are distinguished.
- Founder rights, financing approval requirements and relevant contract restrictions are identified.
- Conversion/dilution scenarios include all instruments, side letters, accrued interest where applicable, and proposed pool changes.
- Missing items and unknowns have an owner, impact assessment and resolution date.
- None / Not applicable entries have a confirmed explanation.
- Signed records include complete signatures and amendments; drafts are unmistakable.
- Necessary sensitive records are restricted; credentials and privileged advice are excluded from general access.
- Access is tested with representative Initial, Diligence and Restricted users; each can see only intended records.
- Closing checklist tracks funding, approvals, executed documents, applicable filings and post-closing tasks.
Scenario checks: a pre-revenue NewCo should not invent historical revenue; a founder LLC needs look-through records; an asset-transfer NewCo needs a documented rights chain; a SAFE raise needs the selected form and all side letters; a note raise needs interest/maturity and conversion modeling; a priced round needs a reconciled conversion and closing package.
Founder structure and financing
If founders use a holding LLC, include its ownership, vesting, authority and consent records alongside the corporation’s documents. For a NewCo receiving existing assets, document ownership, transfers or licenses, approvals and assumed obligations.
The Cofounder Agreement v2 public review draft offers one possible starting point. Using it is not a financing requirement.
For transaction documents, consult YC’s SAFE forms and guidance and the NVCA priced-round model documents. A standard YC SAFE is not a debt note and has no interest or maturity date.