Shopify App / Theme Business · Buyer · Pre-LOI and confirmatory diligence

The Shopify app / theme business looked strong in the summary. Day-to-day reality raised a different question.

Published · Reviewed by The Diligence Standard Team · Updated

A buyer considering the Shopify app / theme business believed the opportunity could justify the next commitment. The starting point was MRR / ARR supported the initial case. Then one practical question changed the conversation: merchant churn.

What was at stake

The buyer was not trying to win an argument. The question was whether the price, financing and responsibilities after closing still made sense if validate, monitor and assign ownership before relying on the acquisition case.

How the evidence changed the decision

The buyer needed the story and the records to agree. The review connected code repositories/IP assignments, infrastructure/security records and support data, then traced the exceptions back to the operating claim instead of relying on another summary or screenshot.

The important moment was not a dramatic accusation. It was the point at which the records supported “Merchant churn required separate support” more clearly than “MRR / ARR supported the initial case.” The buyer could finally see what had changed and why it mattered.

Decision

The buyer could now decide whether to reprice the opportunity, change the terms, require additional proof or step away. The issue had a defined place in the decision instead of remaining a vague concern.

Evidence reviewed

  • Code repositories/IP assignments
  • Infrastructure/security records
  • Support data
  • API/dependency map

The scenario uses the business-specific diligence framework to demonstrate a decision path. Actual findings and outcomes depend on the transaction records and qualified review.