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8 questions to answer before your startup faces technical due diligence • ZebethMedia

Matt Van Itallie Contributor Matt Van Itallie is the founder and CEO of Sema, which provides codebase analytics for M&A. Investment activity is down now, but it’s likely to pick up in 2023. And when investments ramp up, so does M&A. Will your organization and your code pass technical due diligence when it’s your turn? Let’s start with the positives: If an investor is proceeding with technical due diligence (TDD), you’ll likely pass. You’ve passed the tests for product-market fit, financials and competitive differentiation well enough that they now want to look under the hood. Here’s the not-so-good news: Companies can pass the business test, but fail TDD. Especially for non-technical executives, the code-examination process can feel like … an audit … conducted in another language … with a loud clock ticking away incessantly. Not fun. Our firm has analyzed the code of hundreds of billions of dollars worth of deals, from three-person software companies to firms with thousands of developers. We’ve looked at the contributions of over 200,000 developers who have collectively written 4 billion lines of code. Poor codebase health is more often than not “caused” by other teams rather than by engineering. From that dataset, we’ve distilled eight questions that you can ask yourself now. Even if TDD is not on the horizon, having good answers to these questions will ensure your codebase is healthy. A quick primer on TDD Before we go any further, here’s a bit more context on technical due diligence for software: TDD applies to traditional software companies and non-software companies enabled by custom created software. It involves the examination of code written by employees or contractors. TDD is conducted by in-house experts or by specialist consultancies. Investors and acquirers, especially the larger and elite ones, may ask to conduct a quantitative code scan to supplement qualitative interviews. Such a code scan is effectively mandatory if the investor is seeking reps and warranties insurance (RWI) for the deal. The goals of TDD are to: De-risk the deal by determining if the codebase is safe enough for investment. Identify opportunities for improvement if the transaction goes through. We say “codebase” because it’s more than just the source code that’s under the magnifying glass. Your documentation, processes and most importantly, the software developers will also be under examination. The functional scope of TDD includes code quality, code security, intellectual property, DevOps, IT and, sometimes, product management. Because it’s more than just the quality of the code, we talk about codebase health to encompass all of these areas. Question 1: What have you been working on? Making sure that the organization is working on the software products that matter most is an important part of de-risking the deal. This may sound obvious, but sometimes, a company claims to be working on a new product, but will actually be spending the majority of their time on custom development for major clients or not working much on anything at all. Consider this example of a company’s software development over two years. Not only is there a cyclicality in the work (higher in summer), but it has declined significantly over time, especially in 2022. Image Credits: Sema Important point: Here, and for all questions in TDD, any answer might be sufficient to clear the examination. This leads us to TDD Theme #1: The most important part of TDD is ensuring the state of the codebase is aligned with the organization’s business objectives. For example, U.S. education software companies typically see cyclical software development — higher in summer and lower in fall — to minimize disruption for customers when school starts. Question 2: How much unit testing does your codebase have? We like to distinguish between underlying code quality to include such measures as its maintainability or the ability to be extended, and the functional code quality — how the product works for users. “Technical debt” is another way of describing any lack of perfection in the underlying code.

Amazon now allows customers to make payments through Venmo • ZebethMedia

Amazon announced that it will now allow customers to make payments through Venmo on its platform. The company said this option will be available to select customers starting today and will roll out to all U.S.-based users on the Amazon site and mobile app by Black Friday next month. To pay through Venmo, users will need to first add their account. During checkout on Amazon, users can select “Select a payment method” and then “Add a Venmo account.” This will redirect them to the Venmo app, where they can complete the authentication. Users can also choose Venmo to be their default payment method for Amazon purchases on that screen. While paying with Venmo on Amazon, customers can use their Venmo balance, linked bank account or eligible debit card to complete the transaction. “We want to offer customers payment options that are convenient, easy to use, and secure—and there’s no better time for that than the busy holiday season. Whether it’s paying with cash, buying now and paying later, or now paying via Venmo, our goal is to meet the needs and preferences of every Amazon customer,” Max Bardon, vice president of Amazon Worldwide Payment said in a statement. The e-commerce platform already offers different payment methods like credit and debit cards from networks like Visa, Mastercard, American Express, Diner’s Club and JCB. A recent survey named “Netfluential and Edison Trends PayPal and Venmo Study” noted that Venmo users shop two times more frequently than an average shopper. So that might be beneficial for Amazon in terms of increasing the number of transactions on its platform. Amazon is set to announce its Q3 2022 results this week with expected revenues of $125 billion to $130 billion. Notably, this quarter also included its Prime Day sales held in July.

Hive ransomware gang leaks data stolen during Tata Power cyberattack • ZebethMedia

The Hive ransomware group has claimed responsibility for the recent cyberattack on Tata Power, a leading Indian energy company, and has started leaking stolen employee data. Tata Power, which serves more than 12 million customers through its distributors, confirmed on October 14 that it had been hit by a cyberattack that impacted some of its IT systems. “The company has taken steps to retrieve and restore the systems. All critical operational systems are functioning,” Tata Power said at the time, but did not confirm any specific details about the attack and its impact at the time. Hive, the ransomware gang that recently hit the Costa Rican government, this week listed Tata Power on its dark web leak site, which it uses to publicize attacks and stolen data. The group claims it encrypted the company’s data on October 3, suggesting Tata Power may have known about the breach two weeks prior to its initial filing, according to the listing, which ZebethMedia has seen. The listing of stolen data suggests any negotiations to pay a ransom failed. This data, reviewed by ZebethMedia, includes sensitive employee information, such as Aadhaar national identity card numbers, tax account numbers, salary information, home addresses and phone numbers. The leaked data, which was posted to Hive’s dark web leak site on October 24, also includes engineering drawings, financial and banking records, client records and some private keys. “The leak has sensitive data but nothing that affects power grids,” Rahul Sasi, co-founder and CEO of threat intelligence firm CloudSEK, who also reviewed the leaked data, told ZebethMedia. Sasi said that the group’s motivation appears to be purely financial. ZebethMedia contacted Tata Power but had not received a response at the time of publication. The Hive ransomware gang has been active since mid-2021. The gang and its affiliates started targeting organizations that experienced high downtime costs, such as healthcare providers, energy providers and retailers. The group is known for its aggressive tactics and has been observed using methods such as “triple extortion,” whereby the attackers seek money not only from the organization that was first targeted but also from anyone who might be impacted by the disclosure of that organization’s data. The attack on Tata Power is the latest in a series of attacks carried out by Hive. Last month, the group claimed an attack on the New York Racing Association just a few days after leaking data stolen from Bell Canada-owned subsidiary Bell Technical Solutions.

Is MrBeast actually worth $1.5 billion? • ZebethMedia

Whenever YouTube superstar MrBeast crops up in business or tech headlines, you’re guaranteed to find a slew of bewildered comments: Who is this guy, and why is a YouTuber such a big deal? Am I old if I don’t know who this is? Why is he younger than me, yet makes so much more money? Is this dude actually giving people free islands, or is he full of it? If you don’t know who MrBeast is, that’s fine. That just means you probably aren’t on YouTube that often, or that you’ve never wondered what happens if you put 100 million Orbeez in your friend’s backyard. But let me ask you this: Have you heard of Cribl, Snapdocs, Sayo Bank or fabric? I haven’t either, those are just some names of companies worth more than $1 billion that I pulled off Crunchbase. According to Axios‘ sources, MrBeast — the 24-year-old whose name is Jimmy Donaldson — is trying to raise $150 million for his business, valuing it at $1.5 billion. It might seem hard to imagine how a content creator’s business can be worth that much, but the North Carolina resident has built an impressive empire. With 109 million YouTube subscribers, MrBeast runs the fifth most subscribed channel on the platform, and he’s the top earner among U.S. YouTubers. Across his five other channels, he’s amassed another 82 million subscribers — and that’s not even counting his three Spanish language channels, which have about 33 million subscribers combined. YouTube is one of the most profitable platforms for creators, because you can earn 55% of ad revenue as a member of YouTube’s partner program. But MrBeast has expanded his business beyond the realm of social media — he has leveraged his brand to open up MrBeast Burger, a ghost kitchen food chain, and a snack company called Feastables, which raised $5 million this year at a $50 million valuation from 776, Shrug Capital and Sugar Capital. But MrBeast’s business model isn’t as straightforward as making videos and raking in ad revenue. His uploads, which center on extreme stunts and competitions for cash prizes, cost an obscene amount of money to make. Last year, his 25-minute “Real Life Squid Game” video required a whopping $3.5 million to produce, including more than $456,000 in prize money. For comparison, the nine-episode “Squid Game” series cost Netflix a total of $21.4 million, averaging out to about $2.4 million per hour-long installment. A few weeks ago, MrBeast said that he spends $8 million per month on his businesses. Just last September, MrBeast told the creator-focused YouTube channel Colin and Samir that he spent $4 million every month. That’s a big jump. Some companies reach unicorn status (a valuation above $1 billion) before even turning a profit. Yet Forbes estimates that MrBeast made $54 million in 2021, so he’s already proven to VCs that they can bet on him to return their investment. “The videos get views even if I don’t upload, so if I really wanted to, I could just live off of the money that the views made,” MrBeast told Insider. But if the 24-year-old wants to grow even more quickly and turn a larger profit, then venture capital funding might actually make sense. MrBeast has already taken funding on a smaller scale from companies like Jellysmack and Spotter. Jellysmack uses AI to maximize top creators’ cross-platform growth in exchange for a revenue cut; Spotter gives YouTubers large sums of upfront capital in exchange for revenue from their back catalog. But as one of the most successful content creators in the world, MrBeast can go even bigger with venture capital. But is going bigger always better? MrBeast’s business model is like a snake eating its own tail — no one is making money like he is, but no one is spending it like him either. He described his margins as “razor-thin” in a conversation with Logan Paul, since he reinvests most of his profits back into his content. His viewers expect that each video will be more impressive than the last, and from the outside looking in, it seems like it’s only a matter of time before MrBeast can no longer up the ante (and for other creators, this has led to disaster). So, if MrBeast’s business really is a unicorn — I’d wager it is — then he has two choices. Will he use the cushion of $150 million to make his business more sustainable, so he doesn’t have to keep burying himself alive? Or will he keep pushing for more until nothing is left?

Ahead of launching its third product, Nothing announces a brick-and-mortar store • ZebethMedia

Nothing today announced the upcoming launch of a brick-and-mortar retail store in London’s Soho district. The store will, of course, carry Nothing. In a less literal sense, one wonders precisely what the store will carry, given that the hardware startup has officially launched two products, with a third being revealed soon. GM Ryan Latham says in a release, “Opening our first store in the UK is a huge milestone for Nothing. Following the successful launch of Ear (1) and Phone (1), it’s the perfect time to shake things up again and offer our community a space where they can engage with each other and our products. To do this in our home market, in the heart of Soho — the home of innovative design — makes perfect sense.” Latham also notes that the shop will be down the road from a Supreme store, which certainly speaks to founder Carl Pei’s vision of creating a company that is as much fashion as it is consumer tech. And speaking from experience stepping into boutiques in New York’s own Soho, I can attest to the fact that the virtually empty luxury storefront is certainly a thing. The company is also, fittingly, playing on the sort of artificial scarcity product launch that has been a driving force in sneaker culture. Specifically, the store will make available 100 numbered Ear (stick)s — still figuring out the proper pluralization there; Ears (stick) or Ear (sticks), perhaps? — the upcoming headphone product Nothing has been teasing out for a few months now. Non-numbered versions of the product will also be available. A sign in the store’s window featuring a blown up Ear (stick) notes that it will open “before Christmas.”

Technical due diligence, web3’s promise, how to hire well • ZebethMedia

In films, screenwriters always include a moment known as the Promise of the Premise. It’s the part of the story where the audience settles in to the new world they’ve entered. One of my favorite examples is in the first Harry Potter movie, when Hagrid takes Harry to Diagon Alley, the magical shopping district that introduces him (and us) to the world of wizarding. So far, web3 has not paid off on the Promise of the Premise: open source software that runs live on the blockchain. “It’s still much easier to develop a Web 2.0 app simply because the ecosystem is mature and enjoys a large and thriving developer community,” says Devin Abbott, who specializes in design and development tools, React and web3 applications. Full ZebethMedia+ articles are only available to membersUse discount code TCPLUSROUNDUP to save 20% off a one- or two-year subscription According to Abbott, the web3 development community is approaching “an inflection point where our own tools are becoming quite powerful,” but “that doesn’t mean Reddit is moving off its Web 2.0 cloud servers.” So far, most of the hype for web3 is coming from investors and journalists, so Abbott’s perspective as a developer makes this a useful read. Most of web3’s early use cases don’t interest me. Then again, I’m not a developer, so I didn’t truly appreciate the value of mobile gaming, GPS and cloud storage until they’d achieved product-market fit and were integrated into my smartphone. Today, I wouldn’t consider buying a device that couldn’t help me find a restaurant or hotel. When it emerges, I suspect web3’s killer app will be similarly utilitarian. Thanks for reading, Walter ThompsonEditorial Manager, ZebethMedia+@yourprotagonist 3 ways to hire well for your startup Image Credits: AndreyPopov (opens in a new window) / Getty Images For early-stage startups “this is arguably one of the worst times to be looking for talent,” says Champ Suthipongchai, founder and GP of Creative Ventures. Opportunistic hiring managers might assume that widespread layoffs have shifted the balance in their favor, but “those were generally not employees executing core businesses.” Usually, startup recruiting resembles scenes from heist movies where the characters are putting a crew together: it’s an expedited process designed to fill knowledge or experience gaps, not necessarily find the best fit. “Whenever possible, it is far better to slowly integrate a great candidate in as an adviser or part-time contractor and let things play out,” writes Suthipongchai. “Just as a customer pilots the product, companies should pilot their most important hires whenever possible.” 8 questions to answer before your startup faces technical due diligence Image Credits: kutaytanir (opens in a new window) / Getty Images Outsiders study multiple facets of a startup to determine its value and quality, and codebase health is one of them. A pitch deck is just part of the story, writes Matt Van Itallie, founder and CEO of codebase analytics company Sema. After technical due diligence begins, no amount of storytelling can cover the secrets buried in GitHub and Jira. To help companies prepare for TDD, Van Itallie has written a primer with eight questions founding teams must be able to answer confidently. Tomorrow, we’ll run his detailed TDD checklist. To better thwart ransomware attacks, startups must get cybersecurity basics right Image Credits: Bryce Durbin / ZebethMedia Creating systems that are resilient against ransomware isn’t top of mind for early-stage startups, but many companies don’t even follow basic best practices, much to their detriment. “Enable multifactor authentication (MFA) on everything you have,” said Katie Moussouris, founder of Luta Security. “Enable it on every account that you have.” Last week at ZebethMedia Disrupt, Moussouris and Brett Callow, threat analyst at Emsisoft, spoke about the need to invest early in locking down their systems, starting with MFA. “It’s a matter of stacking security layer upon security layer,” said Callow. “MFA in conjunction with staff training — in conjunction with other things — all serve to reduce risk.” Black startup founders raised just $187 million in the third quarter Image Credits: Getty Images The downturn appears to be disproportionately affecting Black founders’ ability to raise capital. “When the venture capital industry catches a cold, underrepresented founders catch pneumonia,” said Tiana Tukes, an investor with Colorful Capital. In Q3 2022, Crunchbase reports that Black founders raised just $187 million, “a staggering decline from the nearly $1.1 billion they received in Q3 2021 and a sizable drop from the $594 million the cohort raised in Q2,” writes Dominic-Madori Davis. Investors are sitting on mountains of cash: Where will it be deployed? Image Credits: H-Gall (opens in a new window) / Getty Images No matter what’s happening in the public markets, bees make honey, and venture capitalists raise money: it’s just what they do. But since the “extreme valuation recalibration” in the public markets, VCs are amassing more and more dry powder, write Jeremy Abelson and Jacob Sonnenberg of Irving Investors. More frustrating news for founders: investor fundraising “is on pace to finish the year at $172 billion,” but capital deployment is way down. “Dollars are flowing and will continue to flow, but it will be more capital to fewer companies,” they write. Now that “traditional SaaS has become too expensive and secondarily saturated,” sectors like web3, life sciences and agtech will attract more investors, they predict.

Apple’s iMessage and FaceTime are down for some users • ZebethMedia

First, WhatsApp went down this morning. Now, Apple’s iMessage and FaceTime appeared to experience an outage in the U.S. this afternoon. Several Twitter users noted they were having trouble sending messages and connecting on the services and Apple’s System Status dashboard marked iMessage and FaceTime as having issues. “Some users are affected,” the status said. Now the status has changed to resolved. Notably, WhatsApp was down for two hours earlier in the day. Meta has since resolved the issue. This story is developing…

Where will it be deployed? • ZebethMedia

Jeremy Abelson Contributor Jeremy Abelson is the founder and lead portfolio manager of Irving Investors. Combining his experience as an operator and institutional investor, Abelson runs Irving as a multistrategy platform making long-term durable investments in both the public and private markets. More posts by this contributor What am I worth now? For the first time in 4 years, profitability beats growth Jacob Sonnenberg Contributor Jacob Sonnenberg is a portfolio manager at Irving Investors and runs Irving’s Technology and Consumer Crossover Fund. More posts by this contributor What am I worth now? For the first time in 4 years, profitability beats growth Venture fundraising has continued at a robust pace, but much less cash is being deployed. Let’s start with a few headlines: Bessemer in September raised about $3.85 billion for early stage startups, the largest vehicle in the firm’s 50-year existence. Insight Partners in February raised over $20.0 billion, double its predecessor fund (closed in April 2020 at $9.5 billion). Lightspeed in July raised more than $7 billion across four funds for seed to Series B rounds. Battery Ventures in July raised over $3.8 billion with a broad mandate. Founders Fund in March raised over $5 billion across venture ($1.9 billion) and growth ($3.4 billion) funds. a16z in May raised about $4.5 billion in its fourth fund targeting blockchain, bringing its total funds raised for blockchain-related companies to more than $7.6 billion. a16z separately closed $9 billion in fresh capital in January, with $1.5 billion allocated to biotech investments. Tiger Global is rumored to be raising PIIP 16 in what could be an around $10 billion vehicle and its second largest fund ever. The public markets have seen an extreme valuation recalibration, and it’s effectively trickling down into the private markets. All the while, crossover funds and VCs have been watching from the sidelines — capital deployment is in somewhat of a “wait and see” mode. The net/net: More dollars being raised with less deployed equals materially higher cash balances. Image Credits: Irving Investors What the numbers tell us Capital raising Venture capital fundraising has remained somewhat constant this year. VC firms have raised a total of $122 billion so far this year, and are on pace to finish the year with $172 billion. Short-term valuation “work arounds” can become much bigger long-term problems. That’s 20% less than 2021 ($214 billion), a touch below 2020 ($180 billion), and about 11% less than the $194 billion average raised annually since 2019. This strong level of fundraising is in stark contrast to the poor performance of high-growth names in the public markets. For instance, our high-growth SaaS bucket has suffered losses of about 60% to 80% or more. Image Credits: Capital deployment Total capital deployed by VCs in Q2 2022 and Q3 2022 has rapidly declined and now averages just $39 billion per quarter. This is on track to be the lowest reading since we can pull the data from 2017. Currently, capital deployed in Q3 2022 (less than $40 billion) is on pace to be about 70% below Q4 2021 levels (about $118 billion).

Palau Project ‘s $125K deck • ZebethMedia

I get a lot of pitch deck submissions for this ZebethMedia Pitch Deck Teardown series from people who are raising friend and family rounds, and I mostly pass on them. Often, these decks aren’t very good, but it’s important to remember that they don’t have to be. For a small round (say $200,000 or below), most well-connected entrepreneurs will be able to find a group of people who believe in them and are willing to invest in them. It’s not about the product (there typically isn’t one), and it’s not about the solution (the company is still iterating). Such investors are usually betting on two things: Is this market big enough, and is the problem worth solving big or pertinent enough to give this company a possibility of success? Are the founders the right people to solve this problem? Do they have the connections, skills or experience that gives them an unfair advantage? Here’s the truth: When considering very early stage companies, if you can’t say “Yes” to both of those questions with 100% certainty, you shouldn’t invest. If the market isn’t big enough, don’t invest. If the founders are smart, friendly and amazing, but they don’t have something special that gives them a head start, don’t invest. It was against that backdrop that I received the pitch deck for Palau Project. Its founder, Jerome Cloetens, is a professional kite surfer (!) with an economics degree and an MBA, and he’s taking on climate change. Let’s take a closer look at how all those pieces come together in a pitch deck. We’re looking for more unique pitch decks to tear down, so if you want to submit your own, here’s how you can do that.  Slides in this deck This pre-seed deck has 22 slides, but it could probably have been 10 slides or so. That said, it looks good, and although it jumps from topic to topic a little, I can see how the presentation would take shape. Cloetens notes that the slide deck has been slightly updated since the fundraise, and he mentioned it’s “not precisely as Pitched; some of the design and small content changes (Such as our traction metrics) have been updated.” Cover slide Problem impact slide Problem slide Solution slide Product slide Product slide Product slide Challenge slide Value Proposition slide   Business model slide   Market size slide   Market slide   Traction slide   Metrics slide   Milestones slide   Team slide   Founders slide   “Seed round” Interstitial slide   Mission slide   The Ask slide   Milestones slide   “Equity for thrifthers” closing slide Three things to love As I mentioned in the intro, this is a pre-seed deck. As per slide #20, the founders were trying to raise $500,000, and they closed on about $125,000. That isn’t entirely uncommon at early stages. Slightly later on, your plan needs to match the funds, which needs to match the milestones you’re trying to hit. At this stage, “I just need some money to prove what we are trying to do” will work, and if the angel investors think it makes sense, you’ll raise money. Simple product, testable now [Slide 5] Palau Project’s product is super simple, but the power will be in the data. Image Credits: Palau Project Make your product demos this simple if you can — it’s easy to understand, visual and impactful. I mentioned earlier that all that matters is the market size and team, and I’ll get to that in just a moment. For now, I was really impressed at how simple the idea is, and how easy it is to imagine this in use. Scan a barcode, get information about a product and get nudged towards products that have less impact on the climate. As an investor, I would immediately have three questions: How good is the database and how many products are captured there? Will people actually use this when they are walking around, shopping? This use case appears to be in-person, but the business model refers to a commission. How would the manufacturers know that a user has changed their behavior as a result of using an app? You can learn two things from this slide: Make your product demos this simple if you can — it’s easy to understand, visual and impactful. The second step is to tie it to your value propositions: What’s in it for the consumer? What’s in it for the product manufacturers? What’s in it for your company (i.e. how does this help you gain or retain customers, and how does it help you generate value)? Traction! [Slide 13] A product this early with traction is beautiful. Image Credits: Palau ProjectWhen a company is raising its first round, it’s unlikely that it has a product at all, never mind a product with actual traction. If you do happen to have such a product, scream about it from the rooftops. Having 30 downloads per day is impressive, and 10,000 scans shows that the app is working and getting some user engagement. Engagement time is cool, too — there are a lot of early indicators showing up here that the founders may be on to something. Going from 0 to 700 weekly active users in a new market (Portugal) is impressive, too. Again, the slide raises questions for me: Scans are great, but I want to know what percentage of those scans were successful (i.e. had products in the database). If users scanned 10,000 items and ended up with 600 hits, and 9,400 “We don’t know this product,” that will make a lot of users turn away immediately. 25-30 new users per day is impressive, but show us a graph and the total number of sign-ups. TikTok videos are cool, but that’s a vanity metric that means nothing unless it moves the needle on the business side. Did the video result in downloads? More scans? More inquiries? What you can learn from this slide as a startup is to think about

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