Before investors or acquirers get access to your data room, war-game it. Reconcile every key number with the deck and the board financials, compare the folders against what diligence will ask for, date and version every document, decide who sees what at each stage, and set up one place where questions are answered once. Paste the data room index, the deck, recent board financials, the metrics file, the cap table date, and the access plan into one request. Instruct Pingpong to flag numbers that differ between documents, missing or stale items, and access that opens too much too early. Review your written answers in a second round.
Counsel owns privilege, confidentiality, and decisions about what can be shared and when. Pingpong reviews consistency and readiness. It does not decide what must be disclosed.
This page is for chief executives, finance leaders, and directors preparing for a financing, sale, or other diligence process. Executive starting points live under Pingpong for executives.
Three passes before you open the room
- Reconcile: revenue, customer counts, retention, burn, and headcount should match across the deck, board financials, metrics files, and any model. Where definitions differ, write a short bridge.
- Find gaps and stale files: compare the index with a standard diligence list. Every document needs an owner, an as-of date, and one current version.
- Stage the access: decide what an investor sees after a first meeting, after a signed confidentiality agreement and serious interest, and during confirmatory diligence.
Answer each question once
Keep one question log with an owner, a reviewer, and a posted answer for every question. When several parties are in the process, give each the same answer at the same stage. Answers sent by email from different executives drift apart, and buyers compare them.
A worked example
This example is illustrative and does not describe a customer. A 180-person software company is about to open a data room for a $40 million round. The finance team assembled it in a week.
The chief financial officer pastes the data room index, the fundraising deck, the last two board packs, the monthly metrics file, and the access plan.
A useful pass finds three versions of annual recurring revenue. The deck shows $24.0 million, counting contracts signed but not yet live. The board pack shows $23.1 million. The metrics file shows $23.6 million, with churn counted on a different date. The contracts folder holds 30 of the top 50 customer agreements. The cap table predates the most recent option grants by four months, and the org chart predates a reorganization. Intellectual property assignment agreements are missing for three early contractors. A letter about a pending customer dispute sits in the legal folder with no note on how it is being handled. Several files are named "final" with version numbers. Every investor would see everything after a first meeting, including customer names and employee compensation. Questions are currently answered by email from the chief executive and the chief financial officer separately.
The revised plan sets one revenue definition and adds a one-page bridge explaining the other figures, and the deck is updated to match. Each folder gets an owner and an as-of date, with a single current version of each file. Counsel refreshes the cap table, pursues the missing assignment agreements, and decides how and when the dispute is disclosed. Access moves to three tiers. Summary financials, the deck, and metrics come first. Contracts with customer names redacted, the cap table, and anonymized compensation data follow a signed confidentiality agreement and serious interest. Full detail opens only during confirmatory diligence. The chief financial officer owns a single question log, counsel reviews sensitive answers, and every party at the same stage receives the same answer. The board reviews the reconciliation before the room opens.
If you have not yet decided to raise, see decide whether the company is ready to fundraise.
A request you can copy
Below are our data room index, deck, recent board financials, metrics file, cap table date, and access plan. Reconcile revenue, customers, retention, burn, and headcount across every document and flag differences. Compare the index with a standard diligence list and flag missing, stale, or duplicate files. Review the access plan by stage. Check whether we have a single question log with owners. Mark privilege and disclosure questions for counsel. Stop there so we can answer in writing, then review our answers.
How Pingpong runs the review
The web review app sends your request through several models in order. Each later model receives the original request and every earlier answer, with instructions to assess the work so far. For the steps inside the app, see running your first review.
What a model can't review
A model sees the index and summaries you paste, which may not reflect every document in full. Counsel owns privilege and disclosure, and you and the board own what goes into the room.
When the process goes to the board, see war-game a decision before the board meeting. More guides live under work decisions before you commit.