Gaming · Pre-Seed Stage Due Diligence

Gaming Pre-Seed Due Diligence Checklist

The complete Pre-Seed due diligence checklist for Gaming 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

Gaming Regulatory DD Context

Gaming DD includes age verification and loot box compliance review. Regulation varies significantly by jurisdiction (Belgium, Netherlands have banned certain mechanics). Disclose your player base geography and any regulatory exposure.

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

Gaming-Specific Legal Items

  • Music, image, and content licensing agreements
  • In-game advertising and sponsorship contracts
  • App Store and platform agreements (Apple, Google, Steam, console)
  • COPPA compliance for games with under-13 users
  • Loot box and gambling regulation compliance by jurisdiction

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)

Gaming-Specific Financial Items

  • ARPDAU and ARPU trend by title and platform
  • User acquisition cost (CPI) by channel and creative
  • D1/D7/D30 retention cohorts for each major title
  • Live operations revenue and event economics
  • Platform revenue share and gross margin by distribution channel

PRODUCTProduct and Technical Due Diligence

  • Platform certification history (App Store, PEGI, ESRB ratings)
  • Anti-cheat and fraud detection system documentation
  • Server infrastructure capacity and scaling documentation
  • Content pipeline and release schedule feasibility
  • Analytics and A/B testing infrastructure

MARKETMarket Due Diligence

  • Competitive benchmarking vs. top-grossing games by genre
  • Organic vs. paid user acquisition mix trend
  • IP licensing potential (merchandise, adaptation)
  • Platform concentration risk (single vs. multi-platform)

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 Gaming startups?

Gaming 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 Gaming-specific items do investors review during Pre-Seed DD?

For Gaming at the Pre-Seed stage, investors focus heavily on: Music, image, and content licensing agreements, In-game advertising and sponsorship contracts, and ARPDAU and ARPU trend by title and platform, User acquisition cost (CPI) by channel and creative. Gaming DD includes age verification and loot box compliance review. Regulation varies significantly by jurisdiction (Belgium, Netherlands have banned certain mechanics). Disclose your player base geography and any regulatory exposure.

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 Gaming 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

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