Data room for a merger of two startups.
When two startups merge, each side is both buyer and seller. The data room has two halves with mirrored indexes, so both teams review the other's records, and a shared area for the exchange ratio model, combined cap table, integration plan and draft agreement. Both boards and both investor groups need to approve.
Startup merger room
- 01 Shared: deal terms
- 02 Shared: combined cap table
- 03 Shared: integration plan
- 04 Company A records
- 05 Company B records
- 06 Clean room
- 07 Approvals
How it works for a startup.
Startup mergers usually happen between companies of similar size: two competitors that can share a market better than fight over it, or two complementary products that sell better together. Most are stock-for-stock deals, where holders of one company receive shares in the other, so valuation becomes a negotiation over relative ownership.
Combining two cap tables is the hardest part. Each company has its own preferred series, preferences, option pools and convertible instruments. Investors on both sides need to see how their rights carry into the combined company, and the merged charter may need a new preference structure. Counsel will model this in detail.
Both teams run diligence on each other, which makes clean room rules important if the companies compete. Customer lists, pricing and pipeline should be shared only with named people outside sales until the deal closes.
Top 10 data rooms for this job.
Our five measures, re-weighted for startup merger. Places 11 to 17 are listed below the cards.
- Setup speed 19%
- Investor experience 14%
- Access control 29%
- Diligence tools 24%
- Startup pricing 15%
- 1 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 8.5/10First-rate
- 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 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 8.3/10Strong 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
- 5 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
- 6 8.0/10Strong 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
- 7 8.0/10Strong 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
- 8 8.0/10Strong 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
- 9 7.8/10Strong 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
- 10 7.8/10Strong pick
- 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
- DealRoom 7.7
- Citrix ShareFile 7.6
- ShareVault 7.2
- Onehub 6.9
- Venue by DFIN 6.7
- Digify 6.7
- DocSend 6.2
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Term sheet, exchange ratio model, governance proposal.
Pro forma cap table, preference stack, option pool plan.
Team structure, product plan, cost changes.
Corporate, financial, contracts, IP, people.
Same index as Company A.
Customer and pricing data for named reviewers only.
Board minutes from both sides, investor consents.
Merger agreement, charter, investor agreement drafts.
Questions from each side, kept in separate threads.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | View-only and download control | In-app redaction | Dynamic watermarks |
|---|---|---|---|---|---|
| Ellty | |||||
| iDeals | |||||
| Datasite | |||||
| Ansarada | |||||
| Firmex | |||||
| Drooms | |||||
| Intralinks | |||||
| SecureDocs | |||||
| 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.
- 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.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
Set up the room in 5 steps.
- 1
Agree a mirrored index
Both companies use the same folder structure, so reviewers compare like with like.
- 2
Model ownership early
Agree the exchange ratio method and show both investor groups their position in the combined company.
- 3
Set clean room rules
If the companies compete, limit customer and pricing data to named non-sales reviewers.
- 4
Separate the Q&A
Each side asks the other through its own thread with an owner and approval step.
- 5
Plan integration in the room
Draft the team and product plan in the shared folder so both boards see the same plan.
Common mistakes.
- Agreeing on headline ownership before reconciling both preference stacks.
- Sales teams seeing the other side's customer list before closing.
- One side doing deep diligence while the other does almost none.