Earn recurring revenue
Paid software subscriptions form a measurable base. Separate merchant order value and one-time custom work.
2UP · INDIA + UAE · GLOBAL AMBITIONFOUNDER EDITION / 01
Build the value.
Understand the deal.
From your first paying café to a $10 million investment. See what your revenue means, what investors buy, and what you keep.
34
worked examplesMade for 2UP.
Explore your own numbers.
Explore your own numbers.
A guide to scenarios, not a current valuation. Your verified revenue, cash and ownership have not been supplied. All company numbers here are hypothetical or proposed inputs.
START WITH YOUR QUESTION“I want $10 million.
“I want $10 million.
How much do I give away?”
The answer depends on the price you agree.
Start simple. Explore the extra dilution when ready.
01 / SET THE DEAL
SAME $10M. DIFFERENT DEALS.
Choose an ownership target
Agree the company price
Growth, retention, margins, risk and deal terms support the negotiation. The amount you want to raise does not set the price.
Issue shares for new cash
In a primary round, the company receives cash. New shares reduce existing holders’ percentages.
THE WORKED EXAMPLE COLLECTION34 examples.
34 examples.
Zero mystery.
Choose a scenario. See the steps.
Change its numbers and make it your own.
34 scenarios
No matching examples
Try “ownership”, “India”, “$10m”, “pool” or “cash”.
All 34 examples are pre-filled. Edits in the example viewer are scenarios; they do not change your actual cap table.
FROM MERCHANTS TO COMPANY VALUEMake the valuation
Make the valuation
mean something.
Build the recurring revenue underneath it.
Use your own paying-outlet counts when available.
01 / THE SOFTWARE BUSINESS
WORK BACKWARD FROM YOUR GOALWhat would support
What would support
a $40m pre-money price?
Use the same plan and billing mix. These outlet counts are alternative all-India or all-UAE routes.
Software subscriptions, normalized.
Use active recurring contracts after their discounts. Divide a 12-month prepaid contract by 12 to find normalized MRR, then annualize the run rate.
Taxes, merchant delivery order value, payment pass-throughs, setup charges and one-time custom frontends stay outside software ARR.
Revenue quality earns the conversation.
Verify paid renewals, growth, software margins and acquisition payback. A chosen multiple is a scenario assumption; an investor still needs to accept the evidence and terms.
Public software multiples may fit 2UP poorly at low per-outlet annual prices and with custom services. Compare like-for-like businesses.
BUILD A BUSINESS WORTH OWNINGThe valuation follows
The valuation follows
the evidence.
Profitability protects your choices.
Funding accelerates a proven opportunity.
Prove paid merchant value
Sign your first paid outlets, activate real orders and measure renewals after offers end. Customer savings and better control are evidence to verify—not reasons to assume every restaurant will switch.
First evidencePaid invoices, active usage, 90-day cohorts and interviews explaining renewals.
Make software repeatable
Use a strong standard storefront and menu import. Keep bespoke design and backend work scoped and profitable. Each new subscription should not require weeks of engineering.
First evidenceOnboarding hours, support minutes, project margin and recurring software margin.
Fund the economics
Measure fully loaded CAC by country. Spend more when retained gross profit supports acquisition, then hire against real workload and funded runway.
Proposed management targets80%+ mature software gross margin; payback below 9 months India / 12 months UAE.
Expand with proof
Prove channels and cohorts in India and UAE before adding a country. Build useful upgrades and multi-outlet features after demand is clear; add hotels when the restaurant product is reliable.
Proposed management targets90%+ annual gross revenue retention and 105%+ net revenue retention before aggressive scaling.
THE FUNDING LADDER
Suggested planning bands · USDEvery round should buy a milestone.
| Round | Illustrative raise | What to prove | Use of capital |
|---|---|---|---|
| Pre-seed | $150k–$350k | 20–50 paid live outlets or similarly strong customer evidence. | Reliable product, paid cohorts and standard onboarding. |
| Seed | $500k–$1m | $150k–$400k software ARR; repeatable sales and measured cohorts. | Strengthen the product and scale verified channels. |
| Series A | $2m–$4m | $1m–$3m software ARR, strong retention and scalable delivery. | Expand proven distribution and one validated adjacent market. |
| Series B | $5m–$10m | $5m–$10m software ARR and two markets with proven economics. | Accelerate proven country and multi-outlet opportunities. |
| Series C / growth | $15m–$30m | $15m–$30m software ARR; management and international economics. | Scale validated regions or specific strategic acquisitions. |
These are company planning suggestions from the 2UP founder plan, not observed market medians or investor requirements. Your $10m goal fits the later-growth illustration; it does not mean 2UP is ready for that raise today. Later rounds are optional.
Ask for the entire deal.
- Exact pre-money or post-money price and primary versus secondary cash.
- Fully diluted ownership after pool changes and convertible conversion.
- Liquidation preference, participation, seniority and anti-dilution.
- Board seats, protective votes, founder vesting and pro rata rights.
- Runway, milestone budget and what happens if growth misses the plan.
Percentage ownership and voting control are different. Review the actual India/UAE entity and documents with qualified local counsel.
Replace assumptions with evidence.
- Days 1–30: confirm product readiness, scoped custom work, pricing and merchant activation.
- Days 31–60: collect paid usage, onboarding cost, country CAC and customer feedback.
- Days 61–100: review renewals, choose the strongest channel, update the cash plan and prepare investor materials if useful.
For a current valuation discussion, gather paid outlets, net MRR, recurring versus project revenue, growth, churn, margin, cash/debt and the actual cap table.
COMMON QUESTIONS
Plain answers to the confusing parts.
Do we need to earn $40 million to be valued at $40 million?
No. Annual revenue, profit and the company’s negotiated share price measure different things. A hypothetical 4× software ARR operating value of $40m implies $10m ARR before the cash/debt bridge. A real funding price also depends on evidence, expectations, risk, market appetite and share rights.
Can I just say “$10 million for 10%”?
You can propose it. It implies $100m post-money and $90m pre-money in a simple primary priced round. Someone still needs to accept that price and the full terms. Choosing a dilution target does not establish market value.
What if our company has no revenue yet?
There is not enough verified information here to state 2UP’s current valuation. Early negotiations can focus on team, working product, paid pilots and customer evidence. Do not apply a software revenue multiple to zero revenue and conclude the whole company is worthless, or claim a large future price as today’s value.
Are restaurant delivery orders our revenue?
Merchant order value is GMV. For 2UP’s proposed zero order-commission model, the subscription is software revenue; merchant food sales are not 2UP software ARR. Custom implementation is a separate service revenue stream.
What does one free month do to annual pricing?
A 12-month annual contract priced at 11 monthly payments has normalized monthly revenue equal to 11/12 of the monthly list price. Upfront cash collection improves timing, while the company still owes 12 months of service. Other discounts must also be reflected.
Does a $50m valuation mean the founders can spend $50m?
No. The company receives only the actual primary investment, less costs. Founder cash requires a separate liquidity event, approved secondary share sale or distribution. A founder’s stake at the funding price is a paper reference, with later dilution and share rights still relevant.
Can we be valuable and still lose money?
A growing software business can operate at a loss, but funding eventually needs to create durable value. Show gross profit, CAC, retention and a credible cash path. For 2UP, profitability is a goal to measure; a high funding price does not repair unprofitable delivery.
Does an ARR multiple produce pre-money or enterprise value?
This guide explicitly treats the illustrative ARR multiple as software enterprise value. Add existing excess cash and subtract debt for a simplified equity bridge, then negotiate the actual pre-money financing price. Add new primary capital once to compute post-money; do not count it twice.
Does 20% ownership mean 20% of every exit?
Not always. Preferences, participation, debt, fees and later dilution affect payouts. Examples 31 and 32 show one preferred class at two exit prices. A real multi-round waterfall needs all share classes and documents.
ASSUMPTIONS & PRIMARY SOURCES
Know where the numbers come from.
Company inputs: the 2UP founder plan dated 4 October 2026 proposes India Core ₹1,499 / Growth ₹2,499 and UAE Core AED 149 / Growth AED 299 per month before tax, with 11 paid months for annual subscriptions. All customer counts, growth, costs, round prices, preferences and exits in this guide are illustrations.
Planning exchange rates: ₹90 and AED 3.6725 per USD. These are editable planning assumptions, not current spot quotes. The display currency does not change underlying ownership percentages. Taxes collected from merchants are outside software revenue.
Model scope: standard examples assume primary priced equity, fully diluted shares and no unlisted convertibles. Operating-value multiples of 2×, 4×, 6× and 8× are chosen sensitivity assumptions. A preferred-share funding price can differ from the software EV/equity estimate. Current company valuation requires actual traction and deal evidence.
SaaS Capital ↗2026 framework: growth, recurring revenue quality and market conditions.Carta ↗Pre/post-money, share pricing and option-pool mechanics.Y Combinator ↗Post-money SAFE cap conversion and later dilution.NVCA ↗Financing document reference; US models need local adaptation.
Benchmark definitions: the SaaS Capital Index uses public equity market capitalization, without a cash/debt adjustment. It excludes annual customer contracts below $500 and significant mixed non-SaaS revenue. Our chosen EV/ARR sensitivity inputs are separate. Multi-outlet merchant accounts can differ from per-outlet contract values. For exit mechanics, see Carta’s liquidation preference guide.
Sources checked 9 October 2026. Worked calculations are original illustrative scenarios for 2UP. No universal multiple or automatic entitlement to a funding price is assumed.