Build Before You Need It: Data Room Prep with Matt Tyner

“If you’re building your data room after the term sheet, you’re already behind.” That was the hard truth Matt Tyner brought to the second session of the Fundraising Workshop. As Managing Partner at Elevate Ventures, Matt has sat on both sides of the fundraising table. In this session, he shared what investors are really looking for behind the scenes—and how founders can save themselves weeks of back-and-forth by preparing earlier than they think they need to.

The Hidden Risk in Waiting

Matt opened with a common founder misstep: treating the due diligence process like a homework assignment you can cram for once an investor is interested.

“But here’s the thing,” he said. “By the time someone’s ready to wire funds, they expect answers… fast. And if you don’t have your house in order, it can kill momentum or worse: break trust.” What’s at stake?

• Losing your lead investor’s confidence

• Delaying your close and blowing past your runway

• Getting a smaller check—or tougher terms—because you seem unprepared

The antidote? Build your data room before the raise. Not after.

Reverse Engineer Your Data Room

Rather than guessing what to include, Matt recommended starting with the standard diligence checklist most investors already use. This includes documents like:

• Historical and projected financials

• Cap table and SAFEs/convertible notes

• Bylaws, incorporation docs, board consents

• Customer contracts and pipeline reports

• Org chart, hiring plan, and compensation strategy

Matt shared an actual example data room structure, breaking it down into intuitive folders (Company, Financials, Legal, Product, etc.) and noted that naming conventions matter. Think: “2023 Profit & Loss (Final).pdf” instead of “updatedpnlNEWv3(1).xlsx.”

Investors don’t want a treasure hunt. They want clean, clear documentation that reflects your operational maturity.

Don’t Just Upload, Tell a Story

Founders often think of the data room as a dumping ground. Matt reframed it as part of your narrative. “Every folder is telling the investor something,” he explained. A clean folder structure says:

• You’re thoughtful

• You’ve been coached

• You’re organized

• You understand how this game is played

A chaotic mess of PDFs says something else entirely. Matt suggested building a “read me first” document inside the top-level folder, a short note that outlines what’s in the room, how to navigate it, and who to contact with questions.

Proactive Cleanup = Fewer Surprises

Founders love building products. They don’t love cleaning up old bylaws, converting Word docs to PDFs, or making sure the board consent from two years ago is signed and stored properly. But those are the exact tasks that create speed and trust when the deal heats up. Matt emphasized:

• Adobe is your friend. No investor wants to see 7 versions of your operating agreement in .docx format. Final versions should be signed, scanned, and clearly labeled.

• Cap table hygiene is essential. Use tools like Carta or Pulley, or keep meticulous manual records. If your cap table is a mystery, it’s a red flag.

• Organizational docs should be airtight. That includes board meeting minutes, IP assignments, and vesting schedules.

Why Founders Get Stuck

In Matt’s experience, most founders fall into one of two traps:

1. They wait until diligence is requested, and then scramble for weeks trying to locate files, get documents signed, and format everything correctly.

2. They overbuild too early, spending months perfecting a data room for a raise that’s still a year away.

His advice? Use your 120-day fundraising plan (from Aman Brar’s session) as the trigger. As soon as you hit the “Prep” phase, start building. Not too early. Not too late. Right on time.

The Side Benefit: Internal Clarity

Several founders in the room shared a surprising takeaway: data room prep isn’t just for investors; it’s a gift to the team.

• It forces clarity on ownership and equity

• It uncovers misfiled or missing contracts

• It sparks real discussions about hiring plans and milestones

In other words, it professionalizes the company. Matt noted that startups that complete this process come out more confident, not just in raising capital, but in running their business.

Takeaway Tactics from Matt’s Session

✅ Start with a diligence checklist, don’t build from scratch

✅ Structure your folders with clarity and logic

✅ Label your files like a pro (Final, Signed, Versioned)

✅ Create a “read me” doc to guide the investor

✅ Clean up bylaws, board docs, and cap table before the raise

✅ Use the 120-day fundraising timeline to trigger the prep

✅ Use your data room to tell a story of readiness

Real Questions from the Room

Founders used the Q&A to dig deep into tools, timelines, and edge cases:

• What’s a good tool to manage the data room? (Ans: Dropbox, Google Drive, or Notion with clear permissions)

• What about redacting sensitive customer info? (Ans: Redact proactively—but don’t hide your traction)

• How do you handle changes during the raise? (Ans: Keep a “last updated” section and notify investors of key updates)

Matt’s session left no room for doubt: your data room is more than a file folder, it’s a signal. A signal that you’re organized, credible, and ready to be taken seriously. For founders looking to raise capital, waiting until diligence to get your house in order isn’t just risky; it’s a missed opportunity. Get ahead. Be the founder who makes it easy to say yes.