Software asset valuation
Pre-revenue / early-commercial food delivery marketplace IP. Primary method: cost-to-duplicate (what a competent team would spend to rebuild an equivalent platform today). Not a VC equity mark and not a formal appraisal.
$700,000
Fair software IP · $400k–$1.1M
$1,005,000
Rebuild (NA) · 33.5 EM × ~$30k
~143k LOC
Application source · Java + TS/JS
What is included
Source: UmaMeats workspace recount · application LOC · Aug 2026
| Surface | Approx. LOC | Scope |
|---|---|---|
| Backend (Spring Boot) | 53,459 | ~15 services/libs · orders, Stripe, drivers, delivery, Kafka, POS |
| Customer mobile | 22,772 | Expo · browse, cart, checkout, tracking, chat, i18n |
| Driver mobile | 17,821 | Expo · offers, GPS, earnings, documents, identity |
| Restaurant SaaS + marketing | 21,335 | Next.js · orders, menu, payments, integrations |
| Customer + driver web | 17,996 | Next.js clients on Vercel |
| Ops tools & scrapers | 9,514 | Fleet dashboard, order board, Uber catalog pipeline |
| Total | 142,897 | Full 3-sided marketplace + infra runbooks |
Cloud footprint
- Shared ALB · ~12 ECS Fargate services · 14+ DynamoDB on-demand tables
- Kafka + Redis (EC2) · S3 · Secrets Manager · ECR · GitHub Actions → ECS
- Documented in infrastructure-scale-analysis.md (AWS account 455336972547)
Maturity signals
- E2E pay → kitchen → driver path · TestFlight/Play cookbooks · Sentry
- Hurl smoke · Stripe Connect / Identity · design mockups (~52)
- Discount factors: thin unit tests · single-AZ Kafka/Redis · desiredCount=1
Replacement cost build-up
Engineer-months × NA senior blended fully-loaded rate (~$185/hr ≈ $30k per EM) · Base case
Rebuild cost by workstream (USD)
| Workstream | Engineer-months | Rebuild cost (USD) |
|---|---|---|
| Backend / messaging / payments / orchestration | 9 | $270,000 |
| Customer mobile (Expo) | 5 | $150,000 |
| Driver mobile (Expo) | 4 | $120,000 |
| Web (restaurant SaaS + customer + driver) | 4.5 | $135,000 |
| AWS / DevOps / CI / observability | 2.5 | $75,000 |
| Ops tools & catalog pipeline | 2 | $60,000 |
| Integrations + QA / store readiness + design | 6.5 | $195,000 |
| Total (Base) | 33.5 | $1,005,000 |
Nearshore rebuild
Lean$450k
~$100/hr blended · same EM scope
NA senior rebuild
Primary$1,005,000
~$185/hr · marketplace-capable talent
Premium multi-vendor
Agency$1.8M
~$250/hr · higher coordination overhead
Method & discounts
Primary: replacement cost → IP fair value
- Estimate engineer-months to rebuild equivalent production scope (not a landing-page MVP).
- Price at 2026 fully-loaded blended rates for backend + mobile + DevOps.
- Apply a ~30–40% realization discount vs NA rebuild for key-person risk, incomplete commercial proof, and early-ops resilience gaps → fair tradable IP.
- Report point estimate + range. Out of scope: brand goodwill, restaurant lists, loan proceeds.
Why not “millions just for code”
Buyers and banks discount unfinished liquidity (no dense Toronto GMV yet), founder concentration, and category competition vs Uber Eats / DoorDash / Skip.
Why not near-zero: this is a real three-sided marketplace with live AWS topology, Stripe Connect depth, delivery orchestration, and store-submission pipelines — far above a prototype.
| Metric | Low | Base (headline) | High |
|---|---|---|---|
| Cost to rebuild (raw) | $450k | $1,005,000 | $1.8M |
| Fair software IP value | $400k | $700,000 | $1.1M |
Equity aside (not the software-IP number)
TD package context (CAD, not used as the IP mark): Base Case platform revenue Y1–Y3 ≈ $240k / $980k / $2.2M CAD; balance sheet lists internally developed Software IP; founder-operated; $75k CSBFL marketing facility requested.
Who buys this — and how to sell
Pre-user (or near-zero-user) marketplace code rarely sells as a clean “buy the IP for $700k” check from classic VCs. The realistic market is strategic operators, tuck-ins, white-label / JV, and occasionally digital asset brokers — not a liquid IPO of repos.
| Buyer type | Interest | What they pay for |
|---|---|---|
| Strategic operators (regional delivery, grocery, POS, logistics SaaS) | Highest realistic path | Time-to-market: apps + payments + dispatch vs 12–18 months build |
| PE / roll-up vertical platforms | Medium | Reusable codebase they can white-label |
| Acquihire / team + product | Medium if founder included | You + working system; code alone is secondary |
| Seed VCs (equity) | Low for asset purchase | Company + GTM story — not a zip of repos |
| Digital brokers / marketplaces | Possible, noisy | Pre-revenue listings → low offers / tire-kickers |
Deal structures that work
- Asset purchase (repos, AWS artifacts, domains, docs)
- Tech tuck-in / white-label for their brand
- JV — they bring supply/demand; you bring platform
- Equity raise (parallel path — not an asset sale)
- Earnout — small cash + more if they reuse the stack
Pitch framing
Lead with build-vs-buy and months saved — not “valued at $700k.” Demo the full order path (pay → kitchen → driver → track). Offer a 20-min call; send Loom + one-pager after interest.
Toronto / Canada channels
Warm intros
- MaRS Food & Agtech Mission / corporate adopter cohorts
- POS / ordering: TouchBistro, Ritual, Smooth Commerce, Lightspeed (Canada), Moneris/Clover ecosystem
- Restaurant operator networks (ORHMA, multi-location GTA groups)
- Ex-Uber Eats / Skip / DoorDash / ghost-kitchen founders via LinkedIn + angel groups (Maple Leaf Angels, etc.)
M&A / brokers
- Lower-middle-market boutiques (Windsor Drake-class) usually want ~$5M+ revenue — poor fit for pre-revenue IP
- Better: Acquire.com / Flippa + digital SaaS brokers; tech lawyer for asset PSA when a strategic bites
- Expect success fees ~8–15% on small digital deals; avoid early exclusivity
- Realistic cash outcomes often land at a discount to rebuild cost unless urgency is high
Suggested 2-week outreach sequence
- Build a 40-name buyer list → top 15 (POS, operators, alumni)
- Book MaRS / foodtech coffee; ask 10 warm intros
- 5 cold BD emails to ordering/POS partnerships teams
- Talk to 1 tech lawyer + 1 digital broker for process only — no exclusivity yet
- If interest: private demo → NDA → diligence → LOI (asset sale or license)
Caveats
Illustrative internal / bank-discussion support only. Not GAAP/IFRS fair value, not a certified appraisal, not legal or tax advice. Rates and engineer-month estimates are judgment based on codebase inventory and typical NA marketplace delivery costs as of August 2026. Currency for this valuation is USD; companion business forecasts are CAD.
Sources: UmaMeats api/mobile/webapp/tools LOC recount · infrastructure-scale-analysis.md · docs/FULL_FLOW_INVENTORY.md · docs/td-loan business plan & financial forecast · Aug 2026 valuation chat (buyer / M&A notes)