What should I leave out of a seed data room?
A seed data room is a curated packet, not a dump of every file the company has.
Leave out board minutes, stale decks, draft term sheets, employee offer letters, and anything not covered by the NDA you actually signed.
Sequences, full customer lists, and the live cap table wait until a named investor is in diligence.
Wave one vs confirmatory (definition). Wave one is the current deck plus the few files a first serious meeting needs.
Confirmatory is a named investor under NDA, moving toward a term sheet.
Holding a file for wave two is not hiding a material fact from signed diligence.
What stays out of wave one
The include lists already exist. This page is the other half: what a seed founder should not dump in the first link.
a16z wrote the caveat as a section of Virtual Data Rooms: The Unsung Hero of Biotech Financing, February 2024. They still win what serious biotech diligence wants later. We own the seed wave-one cut.
For the deck-versus-packet tool split, see Should a seed founder use DocSend or a data room?. For the biotech include list, see What should be in a biotech fundraising data room?.
Item, open room, wait until
Each row has a wait. A table that pretends every file belongs in the first link is not useful.
| Item | open room? | wait until | why |
|---|---|---|---|
| Current pitch deck | Yes | First meeting | The current deck is the packet. Stale decks stay out. |
| Cap table | Wait | Named investor moving toward a term sheet | a16z: it is OK to wait until interest is real. |
| Board minutes / old board decks | No | Only if asked | Minutes are too general. Old decks are stale. |
| Employee offer letters / office leases | No | Only if asked | Operating paper that does not sway a seed decision. |
| Full customer list / named revenue | Wait | Signed NDA, named diligence | Aggregates first. Names leak. |
| Source, sequences, or unpublished structures | No | Confirmatory diligence, a handful of serious investors | a16z still wins this later cut. See What to exclude. |
| Privileged legal | No | Counsel-controlled; usually never in the open room | Sharing can waive attorney-client privilege. |
Do not withhold a material fact from a signed NDA diligence. Wait means stage the file, not hide it.
See What is Cashpian? for the company. This page is the exclude cut, not a best-of.
What a16z still owns later
Sequences, nucleic-acid or protein detail, unpublished structures, and exhaustive target lists belong in confirmatory diligence with extra protection, not in the open seed room. That is a16z's caveat, retrieved 2026-09-18. Do not paraphrase it as ours.
Board minutes, old board decks, small-space leases, and employee offer letters stay out unless someone asks. Items not covered by the CDA you actually signed stay out.
FAQ
Should the cap table be in the first link I send?
No. Send the current deck first.
Wait on the live cap table until a named investor is in diligence and moving toward a term sheet.
a16z says the same wait is fine.
Is a messy Drive folder worse than a thin room?
Yes. Duplicate versions and undated files read as operational immaturity.
A thin, current packet beats a dump.
Do not pad the room with stale decks to look complete.
When do privileged documents belong in a room at all?
Almost never in the open room.
Attorney-client files stay with counsel.
Putting them in a shared folder can waive privilege.
Material facts under a signed NDA still get disclosed, just not via privileged memos.
Sources
- Bryan Faust, Becky Pferdehirt, and Vineeta Agarwala, a16z Bio + Health, Virtual Data Rooms: The Unsung Hero of Biotech Financing, 13 February 2024. Section "What to exclude." Retrieved 2026-09-18.
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.