A letter of intent usually comes with exclusivity. Once you sign it, you stop talking to other buyers for weeks, sometimes months, while this one buyer goes through your app. That makes the LOI the point where your leverage is highest and your information about the buyer is often thinnest. Buyers do diligence on you. Before you sign, do some on them. Here is the checklist I walk founders through.
1. Can they pay, and how?
Ask plainly where the money comes from. A buyer paying from their own funds, a buyer relying on a bank or lender, and a buyer raising money from investors after signing are three different risks on the same headline price. Ask for proof of funds, or a letter from the lender. If a lender is involved, ask what it will need from you and how long its review usually takes, because your financials and store payout records will be read twice. And ask early whether they expect you to finance part of the price. A seller note changes what you receive at closing, so it belongs in the comparison of offers, not as a surprise after you sign.
2. Who actually decides?
The person you talk to is not always the person who approves the deal. An individual buyer decides alone. A fund usually needs an investment committee. A company buying an app to add to its own product often needs sign-off from leadership or a board. None of these is a problem, but you want to know before exclusivity starts who has to say yes, when they meet and what usually changes at that stage. A buyer who cannot answer that question clearly is telling you something.
3. Have they taken over and run an app before?
Moving an app is not like moving a business with a lease and a bank account. The developer accounts, the store listing, subscription products, backend services, analytics and ad accounts all have to transfer, and some of those steps depend on the buyer having the right accounts and setup ready on their side. Ask what apps they have bought before and how those transfers went. Ask who will run your app the week after closing: a team with experience in subscription retention or ad monetization, or one person learning as they go. A buyer who has done this before tends to close faster and ask for less of your time afterward.
4. What do they plan to do with your app and your users?
Some buyers want to keep running the app as it is. Others plan to change pricing, merge it into their own product or shut it down once the users have moved. That is their right once they own it, but it matters to you in three ways. If part of your price depends on future performance, their plan decides whether you can ever hit the target. If your name is attached to the app, your users will judge you by what happens next. And your users' data was collected under your privacy policy, so you want a buyer who intends to handle it in a way that policy allows.
5. How will they run diligence, and what do they expect from you afterward?
Ask for their diligence list and timeline before you sign, not after. Many buyers now ask for read-only access to your revenue and analytics dashboards rather than screenshots, so decide in advance what access you are comfortable giving and when. Then ask about the transition: how many hours a week, for how long, doing what, and whether that time is paid. Founders often find the transition expectations only in the purchase agreement, when changing them is much harder.
The takeaway
The price on an LOI is only as good as the buyer behind it. Before you grant exclusivity, find out how they will pay, who approves the deal, whether they have taken over and run an app before, what they plan to do with your users and what they expect from you after closing. Asking these questions does not put off a serious buyer. It shows them you are running a serious sale.
