Inside the Moonlabs data room

The single most common reason a UK seed round falls over in diligence is a half-built data room. Term sheets get signed. The investor goes into diligence. The data room is a mess. The momentum dies in week three. The deal closes anyway, but at worse terms, or with a smaller cheque, or it just quietly fizzles into "we'll come back next quarter."

This is not a story about bad founders. It is a story about a checklist nobody wrote down properly. So here is the checklist, with the actual files we put in for every company we incubate at Moonlabs, the ones that get read, and the ones that get clicked once and ignored. It is a long list. Treat it as a working reference, not a leisurely read.

The folder structure

The data room sits in a single Google Drive folder (or Notion, or DocSend — pick one and stick with it). The top-level structure we use is:

1. 00 Cover
2. 01 Company
3. 02 Product
4. 03 Market
5. 04 Customers
6. 05 Finance
7. 06 Legal
8. 07 Team
9. 08 Diligence Q&A

The numbering matters. Investors open the folder, see the order, and tend to read in sequence. If you make them hunt for the financials, you are signalling that the financials are weaker than they probably are. Put them in the order an investor would want to read them.

00 Cover

A single document. Two pages, maximum. This is the guide to the data room. It says, in roughly 300 words, what the company does, what is in each numbered folder, what is genuinely impressive, and what is missing and when it will land.

The reason it exists is that the investor opening your data room does not yet trust the data room. They are looking for evidence that you have curated it. A cover document that points them at the three files most worth reading is dramatically better than letting them wander.

The two paragraphs that do the most work in the cover: "Here is what I would read first" and "Here is what I have not yet put in, and why." Both calibrate trust. Both are easy to write and almost nobody writes them.

01 Company

The unsexy fundamentals.

• Companies House extract (current snapshot).
• Cap table — preferably in the share-by-share form, not just the percentage summary. We keep ours in a single Google Sheet with one tab per round and a summary tab.
• Shareholders' agreement (current version).
• Articles of association (current version).
• Board minutes for the last six months. Even if the board is just the founders. The discipline of having written minutes is itself a signal.
• Statutory registers if they are interesting.

The thing that surprises founders is how much of this an investor will read. The answer is: not all of it, but they will check it exists, in the first ten minutes, and the absence of something obvious will cost you a meeting. Have it all there even if it is short.

02 Product

The bit that is fun to populate and that investors mostly read for flavour rather than judgment.

• Product overview — one document, two pages, what the product is and what it does. Same as the cover but for the product specifically.
• Architecture diagram. Hand-drawn is fine if it is legible. We tend to lean Mermaid for this.
• Demo video. 90 seconds. Voiceover from the founder, not a polished marketing piece. Investors prefer the rough one. It feels honest.
• Roadmap. Twelve months out is plenty. Beyond that is fiction.
• Tech-stack description. Short. What you use, why. Not a list of every dependency.
• Security overview. One page on data flows, sensitive data handling, basic GDPR compliance. Optional unless you handle PII; mandatory if you do.

The mistake here is including too much. We have seen founders dump twelve product screenshots into a folder, none captioned. Pick the four that matter, caption them, move on.

03 Market

The folder that contains the most consultant-grade BS in most data rooms. Resist.

• One-page market thesis. Who buys, why now, what specifically is changing. Verbal, not slide-formatted.
• Sizing model. Bottom-up. Top-down sizing (the £4bn TAM number) is the death of credibility. Bottom-up means: number of buyers in the addressable category × ACV you can credibly charge × penetration you can credibly hit. Show your assumptions inline.
• Competitive landscape. Honest, with weaknesses listed against your own product. The competitor analyses that pretend there are no competitors are immediately discounted.
• Independent market reports if you have them, but do not pay for them just to seed the folder. Investors know what they cost.

04 Customers

The single most predictive folder of whether the round closes.

• Customer list with logo, ACV, contract start date, term length, NPS if you have it.
• Pipeline — same shape, but for prospects, with stage and probability.
• Three customer reference letters from named buyers. Short. "We use product X for Y. It saved/made us Z. Happy to speak to investors." signed by a real person.
• Three case studies — short, two-page, with the buyer's specific outcome. Numbers in pounds where possible.
• Churn analysis if relevant — cohort-by-cohort, even at small numbers.
• NPS or customer satisfaction surveys if you run them.

The check an investor performs in this folder is: does the customer love what they have bought. If the answer is yes, the round is almost always closeable. If the answer is no, no amount of model elegance saves it.

05 Finance

The folder investors spend the most actual minutes reading.

• Three-year financial model. Built bottoms-up, in a Google Sheet (not a PDF, ever). Includes a P&L, a balance sheet, a cash flow, and assumptions on a separate tab. The assumptions tab is the one investors actually read.
• Twelve-month cash plan in detail, by month.
• Historic management accounts — last 24 months in Excel, monthly, with categorical splits.
• Most recent statutory accounts.
• Bank statements — last six months. Yes, really. Investors increasingly ask for these.
• Customer-by-customer revenue — last 12 months. Investors check whether your revenue is concentrated.
• Unit economics — CAC, LTV, payback. One slide is enough. Sources for each input.
• Cap-table proforma — what the cap table looks like after this round at the terms you are proposing.

The single biggest mistake we see in this folder is founders putting in only the optimistic projection. Put in a base case, a bear case, and a stretch case. The bear case shows you have thought about how the company survives if growth misses. Investors fund companies that have thought about the downside.

06 Legal

The folder that closes the deal, or doesn't.

• All contracts. Customer, supplier, distribution. Tagged.
• Employment agreements for everyone on the cap table.
• IP assignments for everyone who has touched the codebase. Yes, including the founder, formally, in writing.
• Any prior fundraise documents. SAFEs, convertibles, warrants. All of them.
• Trademarks and any registered IP.
• Open source compliance — a list of dependencies and their licences. Many founders skip this; it is increasingly being asked for.
• Litigation history — write a statement of "no live litigation" if applicable.

We have seen deals collapse in week six of diligence over a £4,000 unsigned consulting contract from year one that hadn't been properly assigned. Do the paperwork early.

07 Team

• One-page bios for each founder and key team member.
• LinkedIn URLs in a single document.
• Org chart, current and 12 months out.
• Hiring plan for the next 12 months tied to the financial model.
• Compensation policy — bands, equity, bonus structure.
• References from prior roles for the founders. Two each, named, with contact details.

Investors hire investors. They are deciding whether to underwrite you, not just the company. The references matter more than you think.

08 Diligence Q&A

This folder starts empty. As soon as an investor asks a question, the answer goes here, tagged with the date. By the time the investor has been through the data room for two weeks, you should have a folder with twenty answered questions. This is by far the highest-trust signal in the data room, because it shows you are running diligence with discipline.

When the next investor in the round enters diligence two weeks later, they get to read the answers the previous investor wanted. Half their questions are pre-answered. The diligence cycle compresses dramatically.

The thing nobody tells you

The data room is not a binary "ready / not ready." It is a credibility surface. The investor scans it and forms an opinion in the first ten minutes about how seriously you have run the company. Every folder that is well-organised raises the price they are willing to pay. Every folder that is empty or messy lowers it.

We have closed rounds at meaningfully higher valuations on the back of well-organised data rooms, not because the underlying numbers were different, but because the data room read like a company already operating at the post-round scale. Investors fund companies that already look like the thing they want them to become.

If you are reading this preparing for your own round, the move is to start the data room six weeks before you intend to open the conversation, not six weeks after. The work is dull. The compounding return is among the highest-ROI things you will do as a founder.

Louis O'Connell-Bristow is co-founder of Moonlabs. He has led data-room construction across the Homemove, home.co.uk and homedata.co.uk fundraises. The Moonlabs Incubator includes data-room construction as part of the standard build, paid for by the 10% success fee on the round we help you close.