What should be in a deep tech fundraising data room?
A deep tech fundraising data room is the indexed packet an investor uses after the deck: corporate and cap table, financials, IP assignments, architecture and threat model, and the artifacts that prove the science or hardware works, plus export-control notes if they apply.
It is not a shared Drive folder of the pitch.
Do not put a cloneable repo in the open room.
Deep tech fundraising data room (definition). The indexed evidence file behind the deck.
Architecture, IP, test data or hardware proof, and (when they exist) papers or grants sit in folders an investor can reach in one or two clicks.
A teaser is not this room.
A banker-led M&A VDR is a later tool.
Deep tech fundraising data room
Deep tech diligence is architecture, IP, and the artifacts that prove the science or hardware works. It is not a SaaS deck plus a cap table. Hardware proof lives on this page, not a second URL. For the biotech cut, see What should be in a biotech fundraising data room?.
Hard2beat’s Sara Takeuchi, writing as a VC on 25 February 2026, is the outbound analog: prepare the room before the ask, do not overshare, control access, and for university spin-offs clearly document who owns what and what is licensed. See A Guide to Building a Data Room as a Deep Tech Startup. The structure is the packet. Drive, Notion, or Visible can hold files. They are still not a room.
What goes in the folder
Numbered sections a founder can copy. Seed is the open room. Series A is still gated. Keep-out is what does not belong in a first look. Put papers, grants, test data, certifications, or a BOM only if they exist. Do not invent an ITAR row for a consumer-hardware company.
| Folder | Seed (open room) | Series A (still gated) | Keep out of the open room |
|---|---|---|---|
| Corporate + cap table | Yes | Yes | - |
| Financials + use of proceeds | Assumptions if pre-revenue (Hard2beat) | Historicals + model | - |
| Team | Roles, time, ESOP | Same, plus key-person | - |
| Product / architecture | Technical overview, demo, roadmap | Threat model, infra | Cloneable repo, unpublished data |
| Scientific activity / hardware proof | Papers, grants; or test data / certifications / BOM if they exist | Deeper packs | Unpublished process; ITAR-controlled files unless counsel says otherwise |
| Legal / IP | Assignments, patents, university spin-off ownership (Hard2beat) | Full license chain | Attorney-client privilege |
| Export-control / defense | Only if it applies. Do not invent an ITAR row for a consumer-hardware company | Same | Controlled files unless counsel says include |
Three permission levels
Split early access from confirmatory diligence. Universal access to the whole tree is unnecessary.
| Level | Who | What they see |
|---|---|---|
| 1 Initial | First look, often pre-CDA | Deck, high-level architecture, public papers or grants, team. |
| 2 Serious investor | After CDA, real interest | Model, threat model, IP summary, corporate, BOM if it exists. |
| 3 Confirmatory | Term-sheet path | Full IP, source under supervision, customer contracts, export-control files. |
How do I share source code in a fundraising data room?
Do not put a cloneable repo in a fundraising data room. Share a view-only architecture note, an SBOM or license audit, and IP assignments. If an investor’s engineer needs to read code, use a time-boxed, watermarked viewer or a supervised repo with no fork, not a zip of main.
DocSend’s own help, updated 9 February 2026, is explicit: archive files (.zip, .7z, .tar.gz) are download-only. They cannot be previewed and they do not support watermarking. A zip of main is a copy. See Download-only files in Dropbox DocSend.
Viewers get a view-only link, logged page by page. That is not DRM. Montague Law’s 24 March 2026 IP audit is the outbound for ownership, open source, and an SBOM: Software Startup IP Audit Checklist for Seed and Series A.
Teaser vs room vs banker VDR
DocSend and email win the deck. This room wins the packet. Datasite and Intralinks win once a banker is running the process. For the biotech cut of that split, see DocSend vs a data room for biotech.
| Job | Who wins | Why |
|---|---|---|
| Send the deck, see who read which slide | DocSend / email | One file. Not this room. |
| Assemble the packet, three access levels, keep it between raises | This room | Indexed folders. 1-2 clicks from the question to the file. |
| Banker-led process, later M&A | Datasite / Intralinks | A later tool. Not a Series A fundraising packet. |
See What is Cashpian? and pricing.
FAQ
Is a hardware room the same as a SaaS room?
Hardware adds proof the thing works: test data, certifications, a BOM if they exist, plus export-control notes if they apply.
SaaS can stop at deck, cap table, and financials.
Corporate, cap table, and IP folders are the same.
Do not invent an ITAR row for consumer hardware.
What stays out of the first-look packet?
A cloneable repo, unpublished process data, attorney-client privilege, and export-controlled files unless counsel says include them.
Level 1 is the deck and a high-level architecture note.
Source under supervision is confirmatory.
Do I need Datasite for a deep tech Series A?
No.
Datasite and Intralinks win once a banker is running the process, usually later M&A.
A Series A packet is an indexed room with three access levels.
Do not pick a VDR on generic secure file sharing.
Sources
- Hard2beat, Sara Takeuchi, A Guide to Building a Data Room as a Deep Tech Startup, 25 February 2026, retrieved 12 September 2026.
- Montague Law, Software Startup IP Audit Checklist for Seed and Series A, 24 March 2026.
- Dropbox DocSend, Download-only files in Dropbox DocSend, updated 9 February 2026, retrieved 12 September 2026. Archive files are download-only.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.