Startup Data Room Checklist
Every gap names who has to act and how many working days their steps take, because a room ninety percent complete can be a month away.
Free download · No account needed
Gap List
[Company], Inc. — [round], target close [date]
Actor and Chain are required. A gap without them is a checklist item, and everybody already has the checklist.
| ID | Document | Actor | Step 1 | Days | Step 2 | Days | Step 3 | Days | Total | Ready |
|---|---|---|---|---|---|---|---|---|---|---|
| G-01 | — | — | — | — | — | — | — | — | — | — |
| G-02 | — | — | — | — | — | — | — | — | — | — |
| G-03 | — | — | — | — | — | — | — | — | — | — |
| G-04 | — | — | — | — | — | — | — | — | — | — |
Actor has three values, and it is the field that predicts the timeline
| You | Somebody inside the company can produce, sign or find it. No queue in front of it |
| A counterparty | A customer, vendor or lender already in a relationship with you. They will act, at their own speed |
| A third party | Somebody in no relationship with you at all. No reason to hurry, and they may have to be found first |
The room is ready when the longest chain finishes, not when the sum of the chains is done, because gaps run in parallel. Sorting on that one number is the whole pack.
A data room ninety percent complete can be four weeks from ready or ready on Friday, and the percentage looks identical either way. It counts files, and nothing in a financing waits on a file. It waits on a person. So every gap here carries two fields a checklist does not have: who has to act, and the sequence of steps their part takes in working days, counting the steps that are somebody else deciding whether to bother.
Thornbury Systems is an invented Delaware company at Series A, 22 employees and eight contractors. Its room held 66 of 73 documents, or 90.4 percent, with seven gaps. The longest chain ran 26 working days: find a former contractor, have counsel draft a confirmatory assignment, then wait while somebody with no stake in the round decides to sign it. There were 33 working days to the target close. Seven days of slack, all of it held by one person who left in 2023.
Everything the company itself controlled was done in six working days. The 20 day difference sat in three gaps, four percent of the index, none of them an employee. That contractor's code was never assigned, and work made for hire reaches only employees and nine enumerated categories of commissioned work, none of which is software. So the code belonged to the contractor, whatever the invoice said. The share count behind it comes from the cap table cleanup pack.
What's in the pack
Gap List
Every missing document with the actor who has to move and the chain of steps in working days, sorted by chain length.
Document Register
One row per expected document across nine sections, with a status, a named owner, a disclosure stage and any redaction.
Request Tracker
Every investor request with who it routed to, working days to answer, and whether anybody else could have answered.
Known Issues Note
Every problem their counsel would find, written first, routed to one of the four places an issue can land.
Data Room Index
Nine sections built from your own facts, with the specific trap that lives in each one called out.
Access Policy
Three disclosure stages, what is redacted until when, and per-person access so it can actually be revoked.
How Readiness Is Measured
The four-minute method: two fields, the longest chain wins, and why the sum is not a number.
Critical Path Sweep
A weekly agent that reports the ready date, whether the critical path changed hands, and unstarted third-party gaps.
How to use it
- 1
Open in River, or download it
Take the blank Word and CSV files away with no account, or install the pack in River and have the agent build the index from your own facts.
- 2
Say what the round is and when you close
Eight weeks out the index gets built properly. Eight days out the priority is the issues note and whichever gaps have a third party in them.
- 3
Put an actor and a chain on every gap
Write the steps out rather than estimating a lump. The step where somebody has to be located reads as zero and is rarely under three days.
- 4
Chase in actor order, not section order
Third-party gaps go out today however small they look. Internal gaps wait, because they have no queue in front of them.
Frequently asked questions
Is this template free?
Yes. Three sheets and four documents download as Word and CSV files with no signup and no credit card. "Edit with AI" is the optional path where the agent builds the index from your own registrations, contracts and paperwork. The deck that precedes the room is the pitch narrative pack, and the rest sit in the template library.
What format are the downloaded files?
Word documents (.docx) for the index, the access policy, the readiness method and the known issues note, and CSV (.csv) for the Document Register, Gap List and Request Tracker, zipped together. They open natively in Word, Pages, Google Docs, Excel, Numbers and Sheets.
How is this different from a data room checklist?
A checklist tells you what to collect and then reports a percentage, and the percentage improves fastest on the gaps that matter least. This one asks who has to act on each gap and how long their steps take, so the status is a date with one named gap behind it.
Why does the actor field matter so much?
Because it predicts the timeline and nothing else does. In the worked example everything the company controlled closed in six working days and the room was ready in 26. Three gaps, four percent of the index, held the difference, and none of the three was an employee.
What is the most common serious finding?
A contractor's work that was never assigned. Work made for hire covers an employee within the scope of employment, or a commissioned work in one of nine enumerated categories, and software is not one of them. An invoice is not an assignment, and a former contractor is a third-party gap.
Should I really write down my own problems?
Yes, and it is the highest-leverage page here. Every issue lands as a closing condition, a schedule item, an indemnity, or a change to price. An issue you raise is discussed on your framing with remediation already running. The same issue found in week three is not, which is also why the diligence response tracker gives every item a status rather than a blank.
What does it not do?
It is not legal, tax or accounting advice, and it does not opine on any issue it finds. It records what your documents say, who has to act, and how long that takes. The equity numbers come from a reconciled cap table, the terms from the term sheet explainer, and the option strike prices from a 409A document checklist.
Find out which single gap is holding your whole close
Download the blank pack as Word and CSV files, or open it in River and get a ready date, the one gap that sets it, and the slack against your target close.
Edit with AI