Pre-seed data room: the short list angels read.
A pre-seed data room holds ten to fifteen files: the deck, founder background, formation documents, founder stock and IP paperwork, a cap table and a 12 to 18 month spending plan. Investors at this stage judge the team and the problem, so the room exists to show the company is set up correctly and owns its work.
Pre-seed round room
- 01 Deck and memo
- 02 Founders
- 03 Formation
- 04 Founder equity
- 05 IP assignment
- 06 Cap table
- 07 Plan and budget
How it works for a startup.
Pre-seed money usually comes from angels, small pre-seed funds and accelerators, often on post-money SAFEs. Checks are written after one or two calls, and many investors open the room on a phone between meetings. Nobody expects audited numbers or a long customer list. They want to see who the founders are, why now, and what the first money buys.
The questions that slow a pre-seed close are almost always paperwork questions. Did every founder sign a stock purchase agreement with vesting? Was an 83(b) election filed within 30 days of the grant? Has code written before incorporation been assigned to the company? A room that answers these three before anyone asks makes the founders look careful, which is most of what a pre-seed investor is buying.
Keep the room small enough to read in ten minutes. The same index becomes the base of the seed room, so number the folders now and add to them later rather than starting over.
Top 10 data rooms for this job.
Our five measures, re-weighted for pre-seed round. Places 11 to 17 are listed below the cards.
- Setup speed 29%
- Investor experience 19%
- Access control 16%
- Diligence tools 10%
- Startup pricing 26%
- 1 9.6/10First-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 8.6/10First-rate
- $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 8.2/10Strong 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
- 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
- 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
- 6 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
- 7 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
- 8 7.8/10Strong pick
- $15 monthly
- Free trial offered
- 6/12 feature checks
- Dynamic watermarks
- Viewer activity log
- Bulk folder upload
- Mobile app
- SOC 2
- 9 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
- 10 7.5/10Good option
- $120 monthly
- Free trial offered
- 4/12 feature checks
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- Bulk folder upload
- SOC 2
Show places 11 to 17
- DealRoom 7.5
- DocSend 7.5
- Drooms 7.4
- Intralinks 7.4
- SmartRoom 7.2
- ShareVault 7.0
- Venue by DFIN 6.3
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Current deck as PDF, a one-page memo, and a two-minute product video or screenshots.
Short bios, roles, time commitment, and any prior companies or open obligations to former employers.
Delaware certificate of incorporation, bylaws, initial board consent, EIN letter.
Stock purchase agreements with vesting, filed 83(b) elections and proof of mailing.
Confidential information and invention assignment agreements for every founder and early contractor.
One-page cap table, any SAFEs already signed, a pro forma after this round.
Twelve to eighteen month budget, hiring plan, milestones the round should reach.
Waitlist numbers, pilot emails, letters of intent, user interview notes if they are strong.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | Dynamic watermarks | Bulk folder upload | Mobile app |
|---|---|---|---|---|
| Ellty | ||||
| SecureDocs | ||||
| Citrix ShareFile | ||||
| iDeals | ||||
| Firmex | ||||
| CapLinked | ||||
| Ansarada | ||||
| Onehub | ||||
| Datasite | ||||
| Digify |
- 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.
- Bulk folder upload
- Drag a whole folder tree in at once and keep its numbering.
- Mobile app
- An installable phone and tablet app on top of the mobile website.
Set up the room in 5 steps.
- 1
Fix founder paperwork before the deck
Sign stock purchase agreements with four-year vesting and a one-year cliff, confirm each 83(b) went out on time, and have everyone sign an invention assignment. These are cheap now and expensive to repair at seed.
- 2
Number eight folders
Use a fixed numbered index so files sort the same for every reader and the seed room can grow from it.
- 3
Write the one-page memo
Problem, insight, product, first customers, team, what this round buys. Many angels read the memo instead of the deck.
- 4
Share the deck first, the room second
Send a tracked deck link after a first call and open the full room to people who come back for a second conversation.
- 5
Read the activity log weekly
An investor who spent time on the cap table and budget is closer to a check than one who only flipped through slides.
Common mistakes.
- Building a 30-tab financial model when a one-page budget answers the real question.
- Missing the 30-day window for an 83(b) election and not telling investors until diligence finds it.
- Leaving code from before incorporation owned by a founder personally.
- Giving download rights to everyone, so the deck circulates with no record of who forwarded it.