Volup

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview
Volup is a food-tech platform that offers delivery for high-end restaurants in Portugal.

Milestones

VOLUP TECHNOLOGIES, LDA was incorporated in Portugal in September 2020.

Since then, we have:

• €50 Average Order Value compared to €15 industry average
• Tackling potential $350 billion market
• Generated +1.500.000€ in extra revenue to partners
• + 25.000 users on the platform
• Onboarded over 100 of the Best Restaurants in Portugal
• Commitments from 4 Michelin Star chefs to launch new food concepts
• Partnership with El Corte Inglés

Historical Results of Operations

Our company was organized in September 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2022, the Company had revenues of $197,768.22 compared to the year ended December 31, 2021, when the Company had revenues of $159,676.61. Our gross margin was 36.56% in fiscal year 2022, compared to -62.1% in 2021.
• Assets. As of December 31, 2022, the Company had total assets of $212,795.51, including $12,180.38 in cash. As of December 31, 2021, the Company had $231,468.46 in total assets, including $94,905.91 in cash.
• Net Loss. The Company has had net losses of $307,614.16 and net losses of $227,337.97 for the fiscal years ended December 31, 2022 and December 31, 2021, respectively.
• Liabilities. The Company's liabilities totaled $62,093.48 for the fiscal year ended December 31, 2022 and $53,300.77 for the fiscal year ended December 31, 2021.

Liquidity & Capital Resources

To-date, the company has been financed with $231,671 in equity and $284,000 in SAFEs.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 10 months before we need to raise further capital.

We plan to use the proceeds as set forth in the Key Investor Information Sheet under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 18 months. Except as otherwise described in the Key Investor Information Sheet, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

VOLUP TECHNOLOGIES, LDA cash in hand is $32,000, as of January 2023. Over the last three months, revenues have averaged $12,636.02/month, cost of goods sold has averaged $11,280/month, and operational expenses have averaged $17,512.30/month, for an average burn rate of $16,156.28 per month. Our intent is to be profitable in 24 months.

Our gross margin suffered during summer of 2022 as our volume decreased and our fixed costs weren't diluted. Now we're back to normal levels as we have restructure our fixed costs to support our operation. Also in the end of 2022 we restructured the team around less people but more senior, which also is allowing us to keep a lean headquarters structure with highly motivated people. Moreover, our marketing efforts of 2022 were more focused on finding the right customer acquisition channels and optimizing our CAC through our partners and word of mouth, which has had a material positive effect on our finances. On the other hand, we're increasing our commission to partners to increase our revenue and adding other revenue sources as well.

Our current average monthly GMV (Gross Merchandise Revenue) is around 55.000€.

Our current average monthly revenue is around 12.000€ and we expect to cross the 20.000€ mark within the next 3-6 months with COGS between 12.000€-15.000€ and expenses around 25.000€.

We need between 20 to 25 months to become profitable. We look at the end of 2024, beginning of 2025 as our first profitable month.

We have enough cash to sustain our short-term burn throughout the campaign but will commit more from private investors in case we run out of it before.

All projections in the above narrative are forward-looking and not guaranteed.