Fundraising by stage

Series B data room: proving the growth engine.

A Series B data room shows that growth is efficient and can scale: sales capacity and productivity, gross margin trends, burn multiple, net revenue retention, and a finance function that closes the books monthly. Expect deeper commercial and financial diligence than at Series A, often with outside advisers.

Folder index

Series B room

  1. 01 Summary
  2. 02 Corporate and governance
  3. 03 Capitalization
  4. 04 Finance
  5. 05 Revenue analytics
  6. 06 Go-to-market
  7. 07 Customers

How it works for a startup.

Series B investors assume product-market fit and test whether more money produces proportionally more revenue. They look at how quickly new sales reps reach quota, how much each dollar of burn buys in new ARR, and whether margins improve with scale. Customer reference calls are common, and some funds hire a firm for commercial diligence.

Finance quality matters more now. Investors want a monthly close, a revenue recognition policy that fits ASC 606, a budget against actuals, and a clear view of deferred revenue and collections. Some will ask for audited statements if the company has them, or plan an audit as a post-closing covenant.

The room also has to handle a larger reader group: existing investors exercising pro rata rights, new leads, their counsel and accountants. Keep existing investor access separate from new bidders when you are running a competitive process.

Top 10 data rooms for this job.

Our five measures, re-weighted for series b. Places 11 to 17 are listed below the cards.

  • Setup speed 17%
  • Investor experience 17%
  • Access control 28%
  • Diligence tools 24%
  • Startup pricing 14%
  1. 1
    Ellty logo

    Ellty

    Since 2020 · Australia

    9.3/10First-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. 2
    iDeals logo

    iDeals

    Since 2008 · United Kingdom

    8.3/10Strong 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
  3. 3
    Datasite logo

    Datasite

    Since 1999 · United States

    8.3/10Strong 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
  4. 4
    Firmex logo

    Firmex

    Since 2006 · Canada

    8.2/10Strong 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
  5. 5
    Ansarada logo

    Ansarada

    Since 2005 · Australia

    8.1/10Strong 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
  6. 6
    SecureDocs logo

    SecureDocs

    Since 2012 · United States

    7.9/10Strong 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
  7. 7
    Drooms logo

    Drooms

    Since 2001 · Germany

    7.9/10Strong pick
    • 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
  8. 8
    Intralinks logo

    Intralinks

    Since 1996 · United States

    7.7/10Good 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
  9. 9
    CapLinked logo

    CapLinked

    Since 2010 · United States

    7.7/10Good option
    • $299 monthly
    • Free trial offered
    • 7/12 feature checks
    • Investor Q&A
    • Dynamic watermarks
    • View-only and download control
    • Viewer activity log
    • SOC 2
  10. 10
    SmartRoom logo

    SmartRoom

    Since 2004 · United States

    7.5/10Good option
    • Quote only
    • Demo, no trial
    • 7/12 feature checks
    • Investor Q&A
    • Dynamic watermarks
    • View-only and download control
    • Viewer activity log
    • SOC 2
    • ISO 27001
Show places 11 to 17
  1. Citrix ShareFile 7.5
  2. DealRoom 7.5
  3. ShareVault 7.1
  4. Onehub 6.9
  5. Venue by DFIN 6.7
  6. Digify 6.6
  7. DocSend 6.4

Folder index.

A starting structure for this room. Rename folders to fit your company and keep the numbers.

01 Summary

Deck, board-level strategy memo, three-year plan.

02 Corporate and governance

Restated charter, investor agreements, board minutes for the last two years.

03 Capitalization

Cap table with all classes, liquidation preference stack, option pool status, secondary history.

04 Finance

Monthly financial statements, budget versus actual, revenue recognition policy, audit or review reports.

05 Revenue analytics

ARR bridge (new, expansion, contraction, churn), NRR and GRR by segment, cohorts, burn multiple.

06 Go-to-market

Sales headcount and ramp, quota attainment, pipeline coverage, marketing spend by channel.

07 Customers

Top 25 contracts, concentration table, reference list, churn reasons.

08 Product and engineering

Roadmap, architecture, uptime history, security certifications or plans.

09 People

Org chart, compensation bands, key employee agreements, attrition by team.

10 Legal

Material contracts, IP schedule, privacy compliance, litigation and regulatory matters.

11 Q&A

Questions and answers by workstream.

Need every file by stage? Use the startup data room checklist.

Must-have features.

ProviderInvestor Q&AViewer activity logDynamic watermarksView-only and download controlIn-app redaction
Ellty
iDeals
Datasite
Firmex
Ansarada
SecureDocs
Drooms
Intralinks
CapLinked
SmartRoom
Investor Q&A
Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
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.
In-app redaction
Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.

Set up the room in 5 steps.

  1. 1

    Build the ARR bridge

    Show starting ARR, new, expansion, contraction and churn each month. It is the single table growth investors return to most.

  2. 2

    Show sales capacity honestly

    List each rep with start date, ramp time and attainment. Investors use this to test the plan, so do not hide the misses.

  3. 3

    Prepare reference customers

    Pick customers who agreed to take calls and note their contract size and use case. Keep their contact details out of the room until the lead asks.

  4. 4

    Separate existing and new investors

    Existing investors see what their information rights allow; new funds see the process folders. Keep their Q&A threads apart.

  5. 5

    Redact compensation

    Share salary bands and anonymised data first. Release named compensation only to the lead near signing.

Common mistakes.

  • Reporting blended NRR that hides weak retention in one segment.
  • A model that adds sales reps without the ramp time seen in actual data.
  • Letting a competing bidder see the Q&A thread of another fund.
  • Releasing named salary data to every fund in the first week.

Questions founders ask

What do Series B investors check that Series A investors did not?
Sales productivity and ramp, efficiency measures such as burn multiple and CAC payback, margin trends, segment-level retention and the quality of monthly financial reporting.
Do Series B investors require audited financials?
Many do not require them before closing but expect an audit to start soon after. If you already have audited statements, put them in the room.
Should existing investors see the Series B data room?
Yes, in a separate group. They usually have information rights and may take pro rata, but they should not see other bidders or their questions.

Keep reading.

Find a data room for your round.

Four questions, about 30 seconds.

Question 1 of 4What is the room for?