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Diligence guide
Rounds rarely die from one dramatic "no." They stall — a partner goes quiet, diligence drags, the term sheet you expected doesn't come. Almost always it's because something in your materials tripped a known flag. Here are the recurring ones, split into the ones that can kill a deal and the ones that just slow it and cost you credibility — each with a concrete fix, ordered by how much it costs you.
Your deck says "$1.5M raise, 18-month runway"; the model, rebuilt, gives 11. Or the traction slide and the metrics export show different ARR. This is the most common flag investors cite, because it signals the numbers are decoration rather than the way you actually run the business — and it's checked early because it's cheap to verify.
An unrecorded instrument — a verbal equity promise to an advisor, a side-letter with an MFN clause, an old note nobody summarized — surfaces during confirmatory diligence and re-opens the whole conversation about dilution. New investors model your instrument stack before your business, so a surprise here is a surprise about how much of the company they're actually buying.
A departed co-founder or a contractor who wrote core code never signed an IP assignment — so, strictly, the company doesn't own its own product. It's a standard kill-switch question, and one missing signature can hold a close for weeks while counsel chases a release.
Numbers built in a spreadsheet for the raise, rather than pulled from your systems. They get re-derived during confirmatory diligence, and any discrepancy at that stage re-opens price — after weeks of work, which is the worst time for a surprise. "Strong pipeline" with no artifacts reads as no pipeline.
"$40B market (Gartner)" with no bottom-up logic. Investors treat top-down-only sizing as a negative signal and rebuild it themselves — a defensible bottom-up number, even if smaller, signals you know who actually pays.
"Raising $2M to grow the team." Investors fund a plan that spends the money on milestones, not one that sits on it. An ask tied to time ("18 months of runway") instead of a target ("$2M ARR and Series A metrics in 24 months") reads as not knowing what the money buys.
A landscape that leaves out an incumbent the partner already knows, or a 2×2 rigged so you're alone in the top-right. Omitting a competitor the investor knows about is worse than any competitor's existence — it questions either your honesty or your awareness.
In the 2023–26 efficiency era, a burn multiple above ~2× (net burn ÷ net-new ARR) invites the "is this an unprofitable growth engine" conversation. If you don't know your number, the investor computes it and asks you to explain a figure you didn't bring.
The free on-page check scores you against all 25 rubric items and flags the deal-breakers in red — most of the "can kill" items above are weight-3 in the rubric. It's the fastest way to see which flags you're carrying.
See your deal-breakers on the page in two minutes. The $990 report turns every flag into a work order — ordered by severity, with time estimates — and writes the sections (sizing, competitors, comps) that fix the softer flags for you.
Check my readiness free →A deck whose numbers don't reconcile with the operating model. It's the one investors report most, because it signals the numbers are decoration and it's cheap to catch early. Fix it by making the deck a view of the model, never a separate story.
Both, depending on the flag. The first four — deck-vs-model mismatch, an unrecorded instrument, a missing IP assignment, hand-assembled metrics — can end a deal. The rest usually cost you speed and credibility rather than the deal itself, but a stack of "slow it" flags can add up to a "no" by attrition.
The deal-breakers get checked in the first hour, before your traction gets real attention — see what VCs check first. That's why clearing them before the first meeting matters: you want the partner evaluating your business, not stopping at a paperwork problem.
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