CleanTech · Series B Stage Due Diligence

CleanTech Series B Due Diligence Checklist

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

All Checklists

6–12 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 Series B

Documents to have ready before DD begins

  • 3 years of audited financial statements
  • Full customer list with contract terms and renewal dates
  • Complete IP portfolio with FTO opinion
  • All board materials and resolutions
  • Material subsidiary documentation
  • Insurance policies (D&O, E&O, cyber)
  • All government filings and regulatory correspondence

LEGALLegal Due Diligence

Institutional-grade legal DD covering corporate governance, regulatory risk, key contract change-of-control provisions, and cross-border compliance. Full rep and warranty review.

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

Audited financial statements (typically required). Revenue quality review by Big 4 accounting firm. Deep customer cohort and retention analysis. Cap table fully modeled through exit scenarios.

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

Executive team professional background investigations. Non-compete and non-solicitation enforceability analysis. Board composition governance review.

  • 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 Series B due diligence typically take for CleanTech startups?

CleanTech Series B due diligence typically takes 6–12 weeks. Institutional-grade legal DD covering corporate governance, regulatory risk, key contract change-of-control provisions, and cross-border compliance. Full rep and warranty review. 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 Series B DD?

For CleanTech at the Series B 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 Series B data room should include: 3 years of audited financial statements; Full customer list with contract terms and renewal dates; Complete IP portfolio with FTO opinion; All board materials and resolutions; Material subsidiary documentation; Insurance policies (D&O, E&O, cyber); All government filings and regulatory correspondence. 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 Series B stage?

Executive team professional background investigations. Non-compete and non-solicitation enforceability analysis. Board composition governance review.

Download the Full Checklist

Get the CleanTech Series B 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

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