Data room for a convertible note round.
A convertible note data room holds the note purchase agreement and form of note, a register of every note with principal, interest rate, maturity, cap and discount, a conversion table that includes accrued interest, and core company records. Because notes are debt, investors also check what happens at maturity and whether any other debt ranks ahead.
Convertible note room
- 01 Overview
- 02 Note documents
- 03 Note register
- 04 Conversion table
- 05 Maturity terms
- 06 Other debt
- 07 Company records
How it works for a startup.
Convertible notes are loans that convert into equity at a later financing, usually at a discount, a valuation cap or both. Unlike SAFEs they accrue interest and have a maturity date, often 12 to 24 months out. Interest normally converts along with principal, so the conversion table has to include it.
Investors in notes ask about maturity: what happens if no qualifying financing occurs, whether holders can demand repayment, and whether a majority of holders can extend the date for everyone. They also check for other debt, such as a bank line or venture loan, that may have priority or restrict new borrowing.
Notes are more common with angels who prefer debt features, in bridge rounds, and in some regions and industries. The room should make the terms easy to compare across every note outstanding.
Top 10 data rooms for this job.
Our five measures, re-weighted for convertible note. Places 11 to 17 are listed below the cards.
- Setup speed 26%
- Investor experience 18%
- Access control 20%
- Diligence tools 12%
- Startup pricing 24%
- 1 9.5/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.3/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 3 8.3/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 4 8.2/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 5 8.1/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 6 7.9/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 7 7.9/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 8 7.8/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 9 7.6/10Good option
- $15 monthly
- Free trial offered
- 6/12 feature checks
- Dynamic watermarks
- Viewer activity log
- Bulk folder upload
- Mobile app
- SOC 2
- 10 7.5/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
Show places 11 to 17
- DealRoom 7.5
- Intralinks 7.4
- Digify 7.3
- SmartRoom 7.3
- DocSend 7.3
- ShareVault 7.0
- Venue by DFIN 6.4
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Deck, round size, summary of note terms.
Note purchase agreement, form of note, any security agreement, amendment history.
Each note: holder, date, principal, interest rate, maturity, cap, discount, amendments.
Principal plus accrued interest converting at several next-round prices.
What happens at maturity, extension mechanics, required holder majority.
Bank lines, venture loans, subordination agreements, liens.
Charter, board consent authorising the notes, good standing.
Recent statements, runway, path to the qualifying financing.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | NDA e-signing | Viewer activity log | Dynamic watermarks | View-only and download control |
|---|---|---|---|---|
| Ellty | ||||
| SecureDocs | ||||
| Firmex | ||||
| iDeals | ||||
| Citrix ShareFile | ||||
| Ansarada | ||||
| CapLinked | ||||
| Datasite | ||||
| Onehub | ||||
| Drooms |
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
Set up the room in 5 steps.
- 1
Standardise terms
Issue all notes in the round on one form with the same rate, maturity, cap and discount where possible.
- 2
Include interest in every table
Show conversion with accrued interest at realistic closing dates. Leaving it out understates dilution.
- 3
Explain maturity plainly
Summarise what holders can do at maturity and how an extension is approved. This is the first legal question noteholders ask.
- 4
Disclose other debt
Upload any loan or credit agreement and note whether lender consent is needed to issue the notes.
- 5
Track amendments
Keep every extension or amendment in the register so the record is complete at conversion.
Common mistakes.
- Conversion tables that ignore accrued interest.
- Notes reaching maturity without an extension signed by the required majority.
- Issuing notes that breach a negative covenant in an existing loan.