CleanTech · Pre-Seed Stage Due Diligence

CleanTech Pre-Seed Due Diligence Checklist

The complete Pre-Seed due diligence checklist for CleanTech startups. Prepare your data room, anticipate every investor request, and close your round faster.

All Checklists

1–2 weeks

Typical DD Timeline

5

DD Categories Covered

50+

Checklist Items Total

CleanTech Regulatory DD Context

Cleantech DD includes an independent engineer (IE) report for physical assets. This typically takes 4–6 weeks and is investor-commissioned. Prepare project data packages that match ASTM standards.

Data Room Essentials for Pre-Seed

Documents to have ready before DD begins

  • Incorporation documents
  • Founder IP assignment agreements
  • Cap table (Carta or equity schedule)
  • Bank statements (3 months)
  • Any signed LOIs or customer contracts
  • Pitch deck and financial model

LEGALLegal Due Diligence

Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist.

General Legal Items

  • Certificate of Incorporation and all amendments
  • Bylaws and any shareholder agreements
  • Cap table with fully diluted ownership by class
  • All convertible instruments (SAFEs, notes, warrants)
  • Option pool documentation and all grants
  • Founder IP assignment agreements
  • Co-founder agreements and vesting schedules
  • Material third-party agreements

CleanTech-Specific Legal Items

  • Environmental permits (federal, state, local) by project
  • Interconnection agreements with utilities
  • Offtake agreements (PPAs, REC contracts)
  • Land lease or easement agreements for physical assets
  • EPA regulatory compliance and environmental audit history

FINANCIALFinancial Due Diligence

Bank statements for 3 months, any existing revenue documentation, and a basic projection model. Financial audit is not expected.

General Financial Items

  • Financial statements (P&L, balance sheet, cash flow)
  • Bank statements (12+ months)
  • Accounts receivable aging report
  • Accounts payable aging report
  • Payroll records and headcount history
  • Revenue recognition policy documentation
  • Tax returns and any outstanding tax obligations
  • Insurance policies (D&O, E&O, general liability)

CleanTech-Specific Financial Items

  • Project finance model for each asset under development
  • IRA tax credit eligibility analysis (ITC, PTC, 45X)
  • Offtake counterparty credit quality review
  • LCOE by project cohort and vintage
  • Government grant and DOE loan guarantee status

PRODUCTProduct and Technical Due Diligence

  • Technology performance validation by independent engineer
  • O&M cost history and warranty documentation
  • Grid interconnection queue position and timeline
  • Supply chain risk and critical materials sourcing
  • Environmental impact assessment results

MARKETMarket Due Diligence

  • Policy risk assessment by jurisdiction (IRA stability, state RPS)
  • Utility relationship quality and interconnection track record
  • Corporate PPA demand pipeline quality
  • Competitive LCOE vs. incumbent energy sources by geography

TEAMTeam Due Diligence

LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.

  • LinkedIn profiles for all founders and officers
  • Employment agreements for key personnel
  • Equity grant history and vesting schedules
  • Any prior employer IP invention disclosure forms
  • Non-compete and non-solicitation agreements
  • Professional reference contacts (3+ per founder)
  • Advisory board agreements and equity grants
  • Organizational chart as of current date

Frequently Asked Questions

How long does Pre-Seed due diligence typically take for CleanTech startups?

CleanTech Pre-Seed due diligence typically takes 1–2 weeks. Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.

What CleanTech-specific items do investors review during Pre-Seed DD?

For CleanTech at the Pre-Seed stage, investors focus heavily on: Environmental permits (federal, state, local) by project, Interconnection agreements with utilities, and Project finance model for each asset under development, IRA tax credit eligibility analysis (ITC, PTC, 45X). Cleantech DD includes an independent engineer (IE) report for physical assets. This typically takes 4–6 weeks and is investor-commissioned. Prepare project data packages that match ASTM standards.

What should I put in my data room?

Your Pre-Seed data room should include: Incorporation documents; Founder IP assignment agreements; Cap table (Carta or equity schedule); Bank statements (3 months); Any signed LOIs or customer contracts; Pitch deck and financial model. Use a structured folder system that mirrors investor expectations — most institutional investors use a standard folder taxonomy.

What are the most common due diligence deal-killers?

The five most common DD deal-killers are: (1) undisclosed founder litigation or criminal history, (2) IP ownership gaps — particularly for university-origin technology, (3) customer contract terms that prevent assignment on change of control, (4) cap table math errors or undocumented equity grants, and (5) financial restatements required after revenue recognition review.

What team due diligence should I expect at the Pre-Seed stage?

LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.

Download the Full Checklist

Get the CleanTech Pre-Seed due diligence checklist as a Google Sheets or Notion template. Track completion status for every item in your data room.

Includes data room folder template, investor question tracker, and reference FAQ guide

Other CleanTech Stages