ChecklistCapital Raising & Tokenomics
Data room checklist for a technology or token raise
Investors judge a company partly by how quickly it answers their questions. A well-built data room answers most of them before they are asked, in the order diligence teams work. This checklist covers the documents for an institutional equity or token round, grouped the way investors review them and including a token section most lists leave out, with guidance on staged access, index numbering, permissions and the Q&A log.
On this page
- What investors open first, and why order matters
- Corporate records and the cap table
- Financials and the integrated model
- Commercial evidence investors will test
- Technical, security and code documents
- Intellectual property and people
- Token documents for a token or hybrid round
- Opening the room in stages
- Indexing, permissions and the Q&A log
- Gaps that slow diligence down
- Questions and answers
- Sources
What investors open first, and why order matters
In the first days of diligence an investor tests the claims in the deck: who owns the company, whether the numbers reconcile, whether the customers exist and whether the product works as described. Everything else comes later. A room that makes those four checks quick earns patience for the rest; one that buries them among hundreds of unlabelled files spends goodwill the company will want back at term-sheet stage.
Order also protects you. Commercially sensitive material, such as customer contracts with pricing, source code or individual salary data, should reach an investor only after a signed term sheet or for a clear reason. Staged access shares enough to keep a process moving without exposing what you would regret disclosing to a party that walks away.
Corporate records and the cap table
Financials and the integrated model
Commercial evidence investors will test
Technical, security and code documents
Intellectual property and people
Token documents for a token or hybrid round
Investors' counsel will check these against the corporate documents, so every token right should appear consistently in both.
Opening the room in stages
| Document group | First meetings | After a term sheet | Confirmatory diligence |
|---|---|---|---|
| Corporate and cap table | Summary cap table | Full cap table and constitutional documents | Minutes, consents and registers |
| Financials | Summary financials and model outputs | Full model and historical statements | Tax filings, debt documents and reconciliations |
| Commercial | Anonymised customer metrics | Named customers and key contracts | All material contracts |
| Technical and IP | Architecture overview | Security reviews and licence inventory | Controlled code access and IP assignments |
| Token | Allocation table and schedule summary | Tokenomics report, audits and treasury policy | Counsel memos and token instruments |
Stages vary with the investor and the process. Agree what moves between stages with counsel, and log each change of access.
Indexing, permissions and the Q&A log
Fix the index before uploading
Number folders and documents hierarchically so a question can cite an exact reference, and keep the numbers stable when files are replaced.
Set role-based permissions
Group users by investor and role, open folders by stage and restrict downloads of the most sensitive documents.
Run every question through one log
Record the owner, the answer, the documents cited and the date, and keep answers consistent across investors.
Watch the access reports
Which documents each party opens shows what worries them before they say so.
Close the room cleanly
At signing, archive the final index and Q&A log with the closing record and withdraw access from parties that did not invest.
Gaps that slow diligence down
The cap table does not reconcile
Early signalSAFEs, warrants or option grants missing or inconsistent across documents.
MitigationReconcile everything, token warrants included, before opening the room.
Missing IP assignments
Early signalEarly contractors or founders never signed assignment agreements.
MitigationObtain confirmatory assignments before diligence starts.
The model and the deck disagree
Early signalDeck figures cannot be reproduced from the model.
MitigationGenerate deck figures from the model and date both.
Audited and deployed contracts differ
Early signalDeployed addresses or code do not match the audit report.
MitigationInclude a mapping from audited commits to deployed addresses.
Questions and answers
When should we set up the data room?
Before the first investor meeting, at least in skeleton form. The index, the corporate set and the financial model should be ready when outreach starts, because interested investors move to diligence quickly and delays read as disorganisation. Confirmatory folders can be filled while early conversations run, as long as their structure is fixed.
Which data room software should we use?
Any established virtual data room that supports folder-level permissions, download restrictions, access logs and a question workflow will serve most rounds. Shared consumer drives rarely give adequate access logs or staged permissions. Choose on those controls, and on what investors' advisers can use easily, rather than on extra features.
Should source code go in the data room?
Rarely in full and never at the first stage. Investors' technical reviewers usually need architecture documents, security reviews and evidence of code ownership more than the code itself. Where code review is required, give controlled access, such as a supervised session or a time-limited read-only repository, after a term sheet and under confidentiality terms.
How is a token raise data room different?
It adds a token section: allocation table, vesting schedule, tokenomics report, smart-contract audits, treasury policy, token instruments, counsel's classification memos and any white paper. Investors' counsel checks these against the corporate documents, so every token right granted to an equity investor should appear consistently in the cap table, the instruments and the allocation table.
Sources
- SPDX: an open standard for software bills of materials — The Linux Foundation · checked 10 October 2026
- Regulation (EU) 2016/679 (General Data Protection Regulation) — EUR-Lex · checked 10 October 2026