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How the investment works
The main terms of Stapilo's first round, in plain language. This is a summary for discussion; the final documents are drafted and reviewed by a lawyer under Georgian law.
Draft Not a binding offer.
$2.5Mstep 1 price; $3.5M and $3.6M for steps 2 and 3 once their goals are met
$600kin three steps: $100k, $300k, $200k
~16.1%for investors if all three steps happen
Sharesinvestors become registered partners
1
The company and the investment
| Company | Stapilo, a limited liability company (LLC) registered in Georgia. Partners and their shares are recorded in the public registry; a change counts once it is registered. Before any investment, all rights to Stapilo's code and brand are transferred into the company from the founder and from every developer who has worked on it. The company stays in Georgia unless a later institutional round needs a parent company abroad (for example in Delaware or Estonia); then all partners move into it on the same terms and in the same proportions. |
| What investors receive | New shares in the company, issued at each step. Investors are registered as partners. |
| Valuation and price | Stapilo is valued at $3.6M before the investment (how it was calculated), a value that assumes the sales engine works. Because that is not yet proven, step 1 is priced at $2.5M; step 2 at $3.5M and step 3 at $3.6M, each once the goal before it is met. |
| Share pool | About 10% of the company is set aside before the investment, for future key people and for guru partners, earned over time and against results. It comes out of the founder's share, not the investors'. |
| The founder invests too | On the same terms as everyone: $10,000 in step 1, $30,000 in step 2 and $20,000 in step 3 ($60,000). The $30,000 he has already spent building Stapilo (documented costs, invoices available) pays for step 1 and $20,000 of step 2; it is past spending, not new cash in the bank. His new cash is $10,000 at step 2 and $20,000 at step 3. Of the $600,000 round, $570,000 is new cash. His shares from this investment come at the same price as everyone else's. |
| Minimum investment | $10,000 in step 1, $30,000 in step 2 and $20,000 in step 3 per investor ($60,000 committed across the three steps). Step 1 closes once at least $75,000 of its $100,000 is committed. |
2
The three steps
| Step | Paid | Goal that releases the next step | Amount |
|---|---|---|---|
| 1 | On signing, at $2.5M | By month 3: the company formed and the rights in; dollar checkout, affiliate program and local payments live; 20 paying businesses from outside the founder's circle and about $6k of monthly revenue from them (at least 80% of each) | $100k |
| 2 | Month 3, committed: at $3.5M if step 1's goal is met, otherwise at a price lowered by formula; below 70% of the goal, each investor chooses to pay or stop | By month 10: about 250 paying businesses and $78k of monthly revenue (at least 80% of each), and 3 guru partners signed | $300k |
| 3 | Month 10, committed: at $3.6M if step 2's goal is met; otherwise each investor chooses a lower price or stops | Growth toward 500+ paying businesses and the next round | $200k |
Commitments. Each investor signs for all three steps now. Step 2 is paid at month 3 if at least 70% of step 1's goal is reached (customers and revenue both), at the full or the lowered price; below 70%, each investor decides whether to pay step 2 at the lowered price or stop. Step 3 is paid at month 10 if its goal is met.
The lower-price formula. If a goal is missed, the price is lowered by how far it was missed: the step price × the share of the goal reached (for example 70% of the goal gives a 30% lower price), never more than 25% lower.
How goals are measured. A paying business is one that paid the company at least $50 for that month's subscription. Monthly revenue is subscription revenue collected by the company that month, from its accounts. A goal counts as met only when every target reaches at least 80% (the customer count and the revenue both). Businesses owned by or related to the founder (today one, the founder's own coaching business) don't count toward any goal. The figures that decide steps 2 and 3 (paying businesses, the outside-customer count and monthly revenue) are checked by an independent accountant chosen by the majority of investors and paid by the company (about $1,000–2,000 per check), from the company's bank account and payment records, before each step.
If an investor doesn't pay a committed step, they lose the step price and the right to keep their percentage in later rounds, and the other investors may take up that share.
3
Who owns what
| Before | After step 1 | After step 2 | After step 3 | |
|---|---|---|---|---|
| Founder | 90.0% | 86.5% | 79.7% | 75.5% |
| Share pool (future key people, guru partners) | 10.0% | 9.6% | 8.9% | 8.4% |
| Investors together | — | 3.8% | 11.4% | 16.1% |
| Price of the step (value before the money) | — | $2.5M | $3.5M | $3.6M |
If all steps are paid at the stated prices. If a goal is missed and investors pay the lower price, they receive more shares for that step. "Investors together" includes the founder's own $60,000 on the same terms: outside investors end with about 14.5%, and the founder with about 77.1% in total (75.5% plus 1.6% from his investment).
4
Investors' rights
Information. A short monthly figures update (paying businesses, revenue, cash, spending against the budget) and a full quarterly report; annual accounts.
Keeping their share. The right to invest in future rounds to keep their percentage.
Selling together. If the founder sells shares, investors may sell theirs on the same terms. If a buyer offers for the whole company and the majority agrees, everyone sells together on the same terms.
Big decisions. Everyday decisions are taken by the majority of all shares. Selling the company, creating new kinds of shares, changing these rights or the share pool needs the consent of investors holding more than half of the investors' shares.
If the company is sold cheaply. Investors get their money back first (once, without also sharing in the rest), or their percentage of the sale, whichever is higher.
Founder's shares vest. A quarter of the founder's shares count as earned at signing, for the work already done; the rest is earned monthly over three years. If the company is sold, all of it vests.
Guru partners' shares. Come from the share pool and are earned only against results (for example a set number of paying businesses they bring), with a cap per partner.
5
Before the first step is paid
- The company is registered in Georgia, with a bank account and the founder as 100% partner.
- The rights to Stapilo's code and brand are transferred into the company by the founder and every person who contributed code (the founder and the six developers in the code history since February 2026, plus anyone from the earlier version).
- The share pool is created.
- The charter (public) and the partners' agreement (private: price, steps, goals, rights) are drafted and reviewed by a lawyer.
- The six businesses paying today are invoiced by the company, so revenue sits inside it.
6
The documents
| Charter | Public, filed with the registry: the basic rules, such as who may sell shares to outsiders and the voting thresholds. |
| Partners' agreement | Private: the price, the three steps and their goals, the commitments, the lower-price rule, and the investors' rights. |
| Share purchase for each step | Issuing the new shares and registering investors as partners. |
| Rights transfers | From the founder and each developer to the company, for the code and the brand. |
Valuation · Plan and budget · Customer model · Price research · How Stapilo is built