For seed-stage startups

Software for seed stage startups facing their first real diligence

Investors asked for your data room and cap table, and you have folders and a spreadsheet. Here is how seed-stage software holds up in real diligence.

By Baltej Singh, founder of Nautis · Updated Oct 31, 2026

Summarise

A lead investor has said they'd like to move forward and asks for your documents by Thursday. You remember signing that contractor agreement, but you're not sure where it is. Your deck says one share count, your spreadsheet says another, and the SAFEs from last year have never been modelled against a priced round.

That week is the point of this page. At seed, the raise gets more formal, you start hiring, and someone outside the company will read your records closely.

What will investors actually ask for?

They'll want proof of who owns what, how you spend money, and who owns the work. Law firm Klehr Harrison publishes a seed-stage checklist with seven areas. Here they are, with where each one can live in Nautis and what remains a job for someone else. Checklists differ by investor and law firm, so ask your lead for theirs.

A seed diligence list against Nautis modules
AreaWhere it can liveWhat stays with a person or another system
Company and capitalizationData room folder, plus the Cap table for ownershipYour lawyer keeps the legal stock ledger accurate. Nautis doesn't generate share certificates
Financials, 12 to 18 monthsStartup Health history, Financial planner export to Excel or PDFStatements from your accountant. Nautis isn't your books
Intellectual propertyData room, with assignments signed through DocsignDrafting the agreements. Finding contractors who never signed
Material agreementsData room, executed and drafts in separate foldersJudging what's material
Team and HREmployee management records, offer letters in the data roomImmigration and employment advice
Regulatory and litigationData room folderCompliance work and filings such as Form D, handled by counsel
Previous financingsSAFEs in the data room, recorded as Cap table instrumentsYour lawyer's review of conversion terms

The same checklist names the failures to avoid: drafts mixed with executed contracts, contractors with no IP assignment, share counts that disagree across documents, and files on an open link. Those are all organisational failures, which makes them fixable before anyone asks.

Building the data room in a weekend

Start before you need it. Data rooms in Nautis hold files in folders with version history, and you can tag them and search by tag.

  1. Create folders that match the checklist, using plain names. Investor readiness finds documents by file and folder name, so "Cap table" beats "Misc finance".
  2. Separate executed from draft with subfolders in every section.
  3. Check your gaps. The diligence checklist in Investor readiness lists which documents investors expect at your stage and which it found. Set the stage to Seed under Benchmark and weights if it's detected wrongly.
  4. Create a private share link per investor. Pick Private with a passcode, an expiry, and only the folders they need. Turn off Allow downloads at first. Investors don't need a Nautis account.
  5. Read the Analytics tab. It shows who opened what, and when. If a partner reopens your financials three times, get ready for questions on them.
  6. Revoke links when talks end. Do it from the Sharing tab, where it stops working at once.

A custom advisor can also be pointed at a data room as its knowledge, so a chat answers from your actual documents and names which ones it used. Custom advisors depend on your plan, so check the table before counting on it. Treat its answers as a first read, and have counsel check anything legal. Our investor diligence guide covers the process itself.

One source of truth for ownership

This is why Voyage is usually the plan at seed, not Launch. The Cap table and Equity calculator are on Voyage and Fleet only. Launch doesn't have them.

Your SAFEs go in the Equity tab as instruments with principal, discount and valuation cap. They stay without a share count until the Conversions tab turns them into shares at the agreed terms. The Scenarios tab is where a seed founder should spend an evening. Enter the offered round, a pool top-up, and see each stakeholder's dilution side by side. The Waterfall view on an exit scenario shows how liquidation preferences split proceeds. Scenarios don't touch the live table.

Y Combinator's SAFE page notes that a SAFE converts to preferred stock automatically at a priced round. If you've signed several, this is when the combined dilution first becomes real, and many founders are surprised by it. Do this before you sign the term sheet, and compare the result with your lawyer's model.

Be clear about the limit. Nautis is good for tracking and modelling. As you grow, a dedicated cap table administration platform handles legal-grade administration in more depth, including items such as valuations, which Nautis doesn't perform. The moment your board or counsel asks for that, move. Export All Data (JSON) keeps a portable copy.

Plans for a team that's starting to hire

Seed money usually turns into people. Team member seats are a lifetime count that includes pending invitations, so they don't reset each month.

Voyage costs $99 a month or $990 a year as of October 2026. It gives you 10 team members, 2,000 AI credits and 10 Chief of Staff routines, plus the Evening debrief at 5:00 pm if you switch it on. Fleet costs $129 a month or $1,290 a year, with 25 team members, 2,600 credits and 15 routines. Pick Fleet when you expect to pass 10 people on the workspace in the next year. The $30 difference is small, and you can upgrade at once when the time comes. Not everyone needs a seat, so give them to people who will use the system.

After the money lands

Now you have investors to update and a burn rate that can run away. Graham's warning about hiring is written for you: "Hiring too fast is by far the biggest killer of startups that raise money." Log each hire as a Decision Loop entry in the Hiring category, with a 90-day review. That one habit makes you explain the reasoning before you pay for it.

The monthly Startup Health check-in opens an Investor Snapshot Editor once you've saved it. It pre-fills from your numbers, with sections for execution, growth, burn, team and next month's focus. Share by link with an expiry, and turn on Allow history so backers can see earlier months. They don't need an account. See your first investor update for what to say when the month went badly.

When Nautis isn't enough at seed

  • Your lead requires a specific cap table platform. Some investors do. Don't argue about it, use theirs.
  • You have a complex structure. Multiple entities, international holding companies or a large option programme need specialist tools and advice from day one.
  • You need a full-featured sales CRM. If sales is a team function with its own ops person, a dedicated CRM goes deeper than the Leads module. Connect it and keep it.
  • You need payroll and benefits. Plan on a dedicated payroll provider and an accountant. Nautis isn't your accounting system. Employee management tracks pay cycles, payouts and salary slips, but it doesn't move money or handle statutory filings.
  • You need a certification-backed data room for procurement or a strict counterparty. Ask Nautis before committing, and don't assume any certification.
  • You won't keep it updated. An out-of-date data room is worse than none, since it looks trustworthy and isn't.

FAQ

What software for seed stage startups matters most during a raise?

A secure place for diligence documents and an accurate ownership record matter most, since those are what investors check. Add a monthly metrics record so updates are easy. Nautis covers these with Data rooms, the Cap table and Startup Health, though dedicated tools go deeper in each.

Which Nautis plan do seed-stage startups need?

Usually Voyage at $99 a month as of October 2026, since the Cap table and Equity calculator aren't on Launch and you get 10 team members and 2,000 AI credits. Choose Fleet at $129 if you expect to pass 10 people, because it allows 25.

Can investors view my data room without a Nautis account?

Yes. A share link opens in any browser. Use a private link with a passcode and an expiry, choose which folders it exposes, and check Analytics to see what they opened. You can revoke the link at any time.

Can Nautis handle SAFE conversions at a priced round?

It models them. You record each SAFE with its principal, discount and cap, and the Conversions tab calculates the resulting shares for the round price. Check the output against your lawyer's model, since legal documents still decide the outcome.

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