What Do Buyers Look for When Acquiring a Startup?
“If someone offered to buy your company tomorrow, would your paperwork hold up?”
Most founders only ask that after a buyer shows up. By then, every missing signature and loose contract is a reason to cut the price.
Buyers Pay for What They Can Verify
Valuation peaks do not set the price. Proof does. A buyer prices what it can confirm in the data room and discounts what it cannot.
If you are raising or planning an exit, that discount comes straight out of your proceeds.
The Miro deal shows exactly how buyers price a company once the easy growth story ends.
What Happened With Miro
On September 10, 2026, Bending Spoons announced a definitive agreement to acquire Miro, the online whiteboard company. The enterprise value is $1.355 billion, all cash. Adding Miro’s net cash implies an equity value of about $1.79 billion.
Miro reports around $600 million in annual recurring revenue (ARR), nearly 90% of it from business and enterprise customers. Certain Miro shareholders agreed to reinvest $295 million of their proceeds into Bending Spoons equity. Closing is expected in the fourth quarter of 2026, subject to regulatory approvals.
The headline is the gap. Miro’s early 2022 funding round was reported at a $17.5 billion valuation. The sale price is a small fraction of that. Revenue grew, yet the price reset.
Clean Records Are Part of the Price
Expect a buyer to request these items in diligence:
- corporate records and cap table history
- signed IP assignments from every founder, employee, and contractor
- customer contracts, including change of control and termination terms
- vendor and open-source licences
- data privacy documents that match actual practice
IP Ownership Is the Deal Breaker
If you cannot show that the company owns its code and brand, the buyer has to assume it does not. That means price cuts, special indemnities, or held-back money.
Contracts Show How Durable Your Revenue Is
Enterprise ARR is only as good as the contracts under it. Buyers read renewal terms, termination rights, and liability caps to decide how much of that revenue is real.
Common Founder Mistakes
- Cleaning Up After the LOI Once you sign a letter of intent, you lose leverage. Fixing records under a deadline costs more, and it signals risk.
- Assuming Revenue Covers Legal Gaps Founders assume strong ARR covers for messy paperwork, but buyers do the opposite. They use the gaps to negotiate.
- Forgetting Change-of-Control Terms Founders often overlook the consent and exit clauses buried in large customer contracts, key vendor agreements, and investor documents. Any one of them can require consent, hand a counterparty an exit, or stall the closing.
10-Minute Self-Check
Before you take a call from a buyer, work through this:
- Does every current and former developer have a signed IP assignment?
- Can you find your top 10 customer contracts in under 10 minutes?
- Do you know which contracts have change-of-control or consent clauses?
- Is your cap table matched to signed, current equity documents?
- Do your privacy policy and data practices match?
- Do you know which open-source code is in your product?
If you cannot answer yes to all of these, you are not ready to open a data room yet.
Bottom Line
A buyer pays for proof, not potential. Founders who keep contracts, IP, and records clean keep the price they negotiated.
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