Special topics

Engineering artefacts for the data room: what goes in which folder

The engineering artefacts an investor should ask for in the data room are the documents and access grants that let a reviewer verify the technology instead of hearing about it: the repository inventory, the architecture as it exists, the incident log, the delivery metrics, the security reports, the open source inventory, the cloud invoices, and the engineer roster. Standard data room guidance covers none of this. a16z's guide to data rooms lists five categories to include and five to leave out, and engineering appears in neither list. This page is written for the investor requesting the room; the founder assembling it has a separate page in the preparation guide.

Published July 27, 2026. Updated September 17, 2026. Editorial.

Key takeaways

  • A standard fundraising data room has no engineering folder: a16z's 2022 guide lists pitch deck, cap table, historical P&L, usage data and unit economics, and nothing technical.
  • Eight folders cover what a technical reviewer needs, and each one is defined by what it proves rather than by what it is called.
  • Ask for artefacts that exist already and access to systems, and refuse documents written for the review, because a document produced for diligence is a claim rather than a record.
  • An empty folder is itself a finding: it says what the company does not track, and that gap is what the reviewer prices.

The engineering artefacts an investor should request for the data room are the ones that let a reviewer confirm a fact without asking the target to describe it: repositories and their history, the architecture as drawn by the team for its own use, the record of incidents, the delivery metrics the pipeline already produces, security reports from third parties, the open source inventory, twelve months of cloud invoices, and the engineer roster with ownership. Everything else the target might add is a presentation.

This page is for the investor side: what to ask for, how to organise the request, and how to read what arrives. The founder assembling the room should read the engineering data room in the preparation guide, which covers the same folders from the other side. Reveneau's diligence request uses the eight folders below and asks, for every folder, for the artefact that already existed before the deal and for read access to the system it came from, because a document written for the reviewer proves that the company can write documents.

For how the artefacts are used once they arrive, read how to run technical due diligence and the pillar guide.

Why does the standard data room have no engineering folder?

The standard data room has no engineering folder because the guidance investors and founders follow was written for financial and commercial review. a16z's The Insider's Guide to Data Rooms (Justine Moore, 2022-08-25) lists five categories to include: the pitch deck, the cap table, historical P&L and burn, usage data, and LTV/CAC and payback period. It lists five to leave out unless asked: org chart and team bios, three to five year projections, tax returns and legal documents, board minutes, and market sizing. Code, architecture and engineering documentation appear in neither list.

Y Combinator's A Guide to Seed Fundraising goes further for the earliest stage: "Do not spend too much time developing diligence documents for a seed round. If an investor is asking for too much due diligence or financials, they are almost certainly someone to avoid." Both pieces of advice are sound for their purpose, and both leave the technology unexamined. Matt Van Itallie's TechCrunch prep checklist of 2022-10-26 is the closest published list of technical items, with seven categories: product roadmap, code quality, intellectual property, security, development process, engineering team contributions, and DevOps. The folder structure below covers those and adds cloud cost and data handling.

What goes in each folder?

Eight folders cover a technical review. The table names each one, what belongs in it, and what it proves to the reviewer. The third column is the one to keep in mind when a target asks why a folder matters.

Folder What goes in it What it proves
1. Codebase Read access to every repository; an inventory of repositories with language, size, owner and last commit date Whether the company knows what it owns, and whether the reviewer can read the asset being bought
2. Architecture The current architecture diagram as the team uses it, with its last-updated date; the infrastructure definition (code, if any); the list of external services and APIs Whether the system as drawn matches the system as deployed, and where the single points of failure are
3. Reliability The incident log for twelve months with duration and root cause; the on-call rota; the disaster recovery plan and the date it was last tested Whether reliability is measured or assumed, and whether recovery is a capability or a document
4. Delivery Deployment frequency, change lead time, change fail rate and time to recover, pulled from the pipeline; the code review policy; the test suite and its last runs Whether the team ships at the pace the plan assumes, using DORA's four keys as the yardstick
5. Security and compliance The last external penetration test report and remediation status; current certification reports; the access list for production; the secrets policy; the incident and breach history Whether the security claims in the deck have documents behind them
6. Open source and IP A component inventory with licences in SPDX identifiers, or a software bill of materials; the written open source policy; the last scan output; contractor and employee IP assignment agreements; a list of AI-generated portions and the review process for them Whether the company owns what it sells and whether any licence obligation attaches to the proprietary code
7. Cloud and cost Twelve months of cloud invoices by account and service; commitment contracts with end dates; cost per unit of usage over the year Whether the cost of running the system moves with revenue or faster than it
8. Team The engineer roster with role, start date, location, employment type and systems owned; attrition over twenty-four months; the hiring plan Where key-person risk sits and whether the team in the plan is the team in the building

Folder 6 deserves a note on format. CISA describes a software bill of materials as "a nested inventory, a list of ingredients that make up software components", and SPDX identifiers (version 3.29.0 of the list was released 2026-09-16) are the standard short names for licences. A target that can produce an inventory in that form has tooling; one that produces a spreadsheet typed by hand has a project. Morgan Lewis's note of 2026-06-05 lists inventories and scans among the things buyers ask about, and observes that scans often find issues that have to be fixed before closing. Open source licence due diligence covers what to do with the inventory.

How should the request be worded?

Word the request as a list of artefacts that already exist, plus access grants, with a covering note that says documents produced for the review will be treated as claims. The note changes what arrives.

Three phrasings help. First, ask for the artefact "as currently used by the team", which rules out the diagram redrawn for investors. Second, ask for "read access to" rather than "an export of", because an export can be edited and a live system cannot. Third, ask for the date on everything: the last-updated date of the diagram, the last-run date of the tests, the last-tested date of the recovery plan. A date is the cheapest verification there is.

Send the request alongside the questionnaire, which asks the questions the artefacts answer, at least a week before the interviews. Keep the request to the folders your thesis depends on; a seed deal does not need folder 7 in full, and a buyout of a platform business needs every row. Scope by stage sets the depth.

What does an empty folder mean?

An empty folder means the company does not track that thing, and the gap is a finding in its own right rather than an administrative delay. A company with no incident log has incidents it cannot describe. A company with no licence inventory has licence obligations it does not know about. A company with no delivery metrics has a pace nobody has measured.

Distinguish three cases when a folder comes back empty. The artefact exists and was withheld: ask again, and treat continued refusal as a red flag, because a team that hides problems in diligence hides them after close. The artefact does not exist and the company says so: record it, price it, and move on, since a truthful gap is a normal finding. The artefact was written last week to fill the folder: read it as a claim, verify it against the system, and note in the report that it was produced for the review.

The third case is the one to watch. A recovery plan dated the week of the request has never been tested. A licence inventory assembled by hand for the reviewer has never been scanned. Both are better than nothing and neither is a record.

How should the reviewer read what arrives?

Read each artefact for consistency with the others before reading it for content. The roster in folder 8 should match the commit history in folder 1. The incident log in folder 3 should match the change fail rate in folder 4. The commitments in folder 7 should appear in the invoices. Where two artefacts disagree, the disagreement is the finding, and it is usually more informative than either artefact alone.

Then read for what is absent. A twelve-month incident log with no entries longer than an hour is either an excellent system or an incomplete log; the delivery metrics will say which. A penetration test report with every finding marked remediated and no re-test is a report about the past.

Finally, write into the report which folders were complete, which were partial and which were empty, in the scope and access section, so a reader in a year knows what the review could and could not have seen. The data room is the evidence base for every finding in the document, and the document is only as good as the room was.

Best for

  • Investors writing the diligence request list for a technical review
  • Deal teams who inherited a data room template with no engineering section
  • Reviewers deciding what to verify first when the room opens

Avoid if

  • You are the founder assembling the room, where the preparation guide has the founder-side version
  • The deal is a pre-seed cheque where a repository walk-through replaces the room

Verify before you commit

  • The date on every artefact, and reject undated documents as claims
  • The roster against the commit history and the incident log against the delivery metrics
  • That every empty folder is recorded in the report's scope and access section

Common questions

What engineering artefacts should an investor request in a data room?

An investor should request eight folders of engineering artefacts: repository access and inventory, the architecture as the team uses it, the incident log and recovery plan, delivery metrics from the pipeline, security reports and access lists, the open source inventory and IP assignments, twelve months of cloud invoices, and the engineer roster with ownership. Each is an artefact that existed before the deal, plus read access to its source.

Does a standard fundraising data room include engineering documents?

No. a16z's The Insider's Guide to Data Rooms (2022-08-25) lists five categories to include (pitch deck, cap table, historical P&L and burn, usage data, LTV/CAC and payback) and five to leave out, and engineering documentation appears in neither. The investor has to add the technical request, which is why this page and the founder-side page in the preparation guide exist.

Should an investor ask for a software bill of materials in the data room?

Yes, where the company can produce one. CISA describes a software bill of materials as a nested inventory, a list of ingredients that make up software components. An inventory with licences in SPDX identifiers (list version 3.29.0, 2026-09-16) can be checked by a tool; a spreadsheet typed by hand cannot. The form of the inventory tells the reviewer whether the company has tooling or a project.

What does it mean when an engineering folder in the data room is empty?

An empty engineering folder means the company does not track that thing, and the gap is a finding to price. Distinguish an artefact that exists and was withheld (ask again, and treat refusal as a red flag), one that does not exist and the company says so (record and price it), and one written last week to fill the folder (read it as a claim and verify it against the system).

Why should the data room request ask for access rather than exports?

The request should ask for read access because a live system cannot be edited for the reviewer and an export can. Read access to repositories, the cloud console and the pipeline lets the reviewer verify a finding directly, which is faster and more certain than working from documents. VeryDiligent's cost page of 2026-06-04 names access quality as one of four things that move the price of a review.

What delivery metrics belong in the data room?

The delivery folder should hold deployment frequency, change lead time, change fail rate and failed deployment recovery time for the last six months, pulled from the pipeline rather than typed into a document. DORA's four keys guide defines those as the measures of software delivery performance, and the fact that a team can produce them is itself evidence of a working pipeline.

Should the data room include documents written specifically for the review?

Documents written for the review should be accepted and read as claims rather than records. A recovery plan dated the week of the request has never been tested; a licence inventory assembled by hand for the reviewer has never been scanned. Ask for artefacts as currently used by the team, and note in the report which items were produced for diligence.

How does the data room request differ by stage?

The data room request is cut to the folders the thesis depends on. Y Combinator's seed fundraising guide says not to spend too much time developing diligence documents for a seed round, and a seed request should be a repository walk-through and a short set of questions. A buyout of a platform business needs every folder, including twelve months of invoices and the full roster.

How should a reviewer read the engineering artefacts once they arrive?

Read the artefacts for consistency with each other before reading them for content: the roster against the commit history, the incident log against the change fail rate, the commitment contracts against the invoices. Where two artefacts disagree, the disagreement is the finding. Then read for absence, and record in the report which folders were complete, partial or empty.

Is the founder-side data room page different from this one?

Yes. This page is written for the investor requesting the room. The founder-side page in the preparation guide covers the same eight folders from the perspective of assembling them, including what to do about artefacts that do not exist yet. Matt Van Itallie's TechCrunch checklist of 2022-10-26 is the published founder-side list, with seven categories that map onto the folders here.

More in Special topics

Open source licence due diligence

Open source licence due diligence is the part of a technical review that finds out which open source components a company's software contains, what each component's licence requires in return, and whether any of those requirements attach to the company's own code. The risk with a name is copyleft: a licence that says anyone who distributes a modified version must offer the source of the whole work under the same terms. Morgan Lewis's June 2026 note on M&A diligence lists the written policy, the inventory, the scans and the copyleft approval process as the things buyers ask about, and this page explains each in plain words for an investor who is not a lawyer.

Cloud cost due diligence: reading the bill before the deal

Cloud cost due diligence is the part of a technical review that reads the target's cloud invoices for the last twelve months, works out what the system costs to run per unit of usage, and finds the commitments, the waste and the growth curve that the deck does not show. The bill is the one engineering artefact nobody can argue with: it is what the provider charged. Flexera's 2026 State of the Cloud survey of more than 750 cloud decision-makers estimated 29 percent of cloud spend as waste, and a target's share of that is a repair bill the buyer can price before close instead of discovering after.

SaaS metrics versus engineering reality: when the ARR and the codebase disagree

SaaS metrics and engineering reality disagree when the numbers in the deck describe a business the software cannot deliver: an ARR figure that includes services revenue the platform does not produce, a gross margin that leaves out the cloud bill, a churn rate that the incident log contradicts, or a roadmap the delivery metrics say will take three times as long. Technical due diligence is where those disagreements are found, because it is the only workstream that reads both the model and the system. This page lists the six places the two most often diverge, what artefact settles each one, and how to write the difference up as a finding the deal can price.