PartRunner Deliveries — Confidential · Convertible Notes
CONFIDENTIAL
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PartRunner Deliveries, Inc.
Convertible Notes
PartRunner Deliveries, Inc.
Tech-Enabled Logistics Marketplace — Last-Mile & Middle-Mile Delivery · US + Mexico
Convertible Notes Equity — Deal Memo US + Mexico Ops
GSV Total Invested
$350K
$250K + $100K notes
US Revenue (2023)
$3.17M
+52% YoY
US Gross Margin
17.1%
Up from 4.4% in 2022
CEMEX Invested
$3.76M
Strategic investor
Liftit Acquisition
$400K
Proposed offer (2025)
Investment Structure
Convertible Notes — Side by Side
Note #1 — Dec 2023
Principal$250,000
Interest Rate5% per annum
Valuation Cap$10,000,000 (pre-money)
Discount20%
Maturity~Dec 26, 2025 (2 years)
Conversion TriggerQualified Equity ≥ $5M
SubordinationPari passu w/ CEMEX notes
InvestorGSV Investors II LP
Note #2 — Feb 2026
Principal$100,000
Interest Rate0% (zero)
Valuation Cap$16,500,000 (post-money)
Discount15%
MaturityFeb 3, 2029 (36 months)
Late Charges8% per annum post-default
MFN Side LetterYes — match better terms
InvestorGSV Investors II LP
Prior Investor — CEMEX Ventures B.V.
CEMEX 2021 Note: $2,250,000 (Jul 30, 2021) · CEMEX 2022 Note: $400,000 (Sep 27, 2022) · Seed Money equity: up to $1,109,049. Total CEMEX exposure: ~$3.76M. GSV notes are pari passu with CEMEX notes.
Financial Assessment
US Operations — P&L Summary
Metric2019202020222023
Revenue$288K$311K$2.09M$3.17M
COGS (Driver Pay)$325K$207K$2.00M$2.62M
Gross Profit-$37K$104K$91K$543K
Gross Margin-12.8%33.5%4.4%17.1%
Net Operating Income-$152K-$153K-$1.38M-$404K
US Revenue Growth
Balance Sheet Highlights (Dec 2023)
Cash$262,589
Accounts Receivable$153,560
Total Assets$423,870
Conv. Notes (other)$621,063
CEMEX Notes Payable$2,250,000
Total Liabilities$2,915,647
Retained Earnings-$2,450,685
Total Equity-$2,491,777
Mexico Operations (Jan-Oct 2022, MXN)
Revenue: MXN 3,190,082 · GM: 16.1% · Net Loss: MXN -7,240,343 · Key markets: CDMX, MTY, GDL, Bajio, Tijuana. MX ops funded $1.33M from US entity through 2023.
Operations
US + Mexico Marketplace

PartRunner is a tech-enabled logistics marketplace connecting enterprise shippers with independent drivers and fleets for last-mile and middle-mile delivery. Services include on-demand deliveries, dedicated vehicle services, and long-haul trucking routes.

Revenue Model: Two-sided marketplace — charges customers per delivery, pays drivers weekly. ~20% credit card payments, ~80% weekly invoiced (ACH, 2-3+ week payment cycle). ~20% gross margin target.

Market Expansion: Can stand up in a new municipality in 1-2 weeks with existing business. Launched Tijuana with Oxxo in <10 days. Customer-driven expansion model.

Key Customers
Mexico
Walmart Amazon Mercado Libre Oxxo Rappi
United States
1-800 Flowers Advance Auto
Driver Economics
Driver pay = 82-84% of revenue. Weekly minimum guarantees, trip bonuses, availability bonuses. Avg route revenue: $2,500 (PartRunner) vs $3,500 (Liftit). MX targeting 400-500 vehicles/month from current 200.
Strategic Opportunity
Liftit MX Acquisition Analysis

Liftit Mexico is a tech-enabled logistics marketplace providing trucking for last-mile and middle-mile deliveries. Key customers: Estafeta (28%), Fuller (29%), Liverpool (10%), Rappi (8%). The company is in financial distress — customer base declined from 23 to 11, driver payments delayed from 7 to 45 days.

PartRunner's Offer: $400K total — $100K cash upfront (25%) + $300K earn-out (75%) tied to revenue retention, client transfers, and driver continuity. Will NOT absorb Liftit entity, debts, or employee liabilities.

MetricLiftit (2024)Liftit (2025 RR)
Gross Revenue~$6.2M~$3.0M
Gross Margin~17%~17%
EBITDA~-$0.3MNear B/E
Active Customers2311
Active Drivers300+300+
Total Debt$800K ($400K taxes, $150K credit, $250K drivers)
Strategic Rationale
Immediate Revenue: Adds $2.5-$3.5M run rate. Liftit's avg route revenue ($3,500) exceeds PartRunner's ($2,500). Long-haul routes at ~$30K each.
Liftit Express Entity: "Paqueteria" license essential for regulated clients like Liverpool (~$0.6M annual revenue) and Palacio de Hierro. Cannot be obtained organically.
Driver Network: 300 active + 5,000 inactive drivers. 10-15% operational efficiency improvement expected from density.
Sales Pipeline: 3-4 active deals + 500+ historical unclosed leads. Key intros: Grupo Trayecto (trucking), credit line partners, Series A support.
Risks: No applicable technology to acquire. Customer base declining rapidly. $800K in debt. 25 employees as potential liability. Contingent on PartRunner completing Series A.
Risk Assessment
Key Risks & Concerns
▲ HIGH
Negative Equity & Heavy Debt: Total equity is -$2.49M (Dec 2023). Conv. notes + CEMEX = ~$3.27M in debt. Balance sheet is severely underwater. New funding is critical for survival.
▲ HIGH
Thin Gross Margins: Driver pay consumes 82-84% of revenue. US gross margin improved from 4.4% (2022) to 17.1% (2023) but remains thin for a marketplace business. Minimum guarantees and incentives are structural costs.
▲ HIGH
Revenue Deceleration Risk: 2024 Jan-Feb annualized US revenue (~$2.16M) is below 2023's $3.17M pace, suggesting potential deceleration or seasonality.
MEDIUM
Mexico Cash Drain: MX operations consumed $1.33M in financing through 2023 with MXN 7.24M in cumulative losses. Expansion increases capital requirements.
MEDIUM
Liftit Integration Risk: Target is in financial distress. Customer base halved, driver payments delayed 45 days. Acquisition contingent on PartRunner raising Series A.
MEDIUM
Conv. Note #1 Maturity: First note matured ~Dec 2025. Status unclear — may need extension or conversion event.
LOW
Limited Cash: $262K (Dec 2023), $207K (Feb 2024). Berkshire credit line drawn at $41K. Tight working capital with 2-3+ week AR collection cycles.
Leadership
Team & Investors
YR
Yoshua "Yosh" Rozen
President & CEO
Founder and sole executive. HQ: 14 Geraldine Road, Framingham, MA 01701. Email: y.rozen@partrunner.com. Leading both US and Mexico operations, plus Liftit acquisition negotiations.
CV
CEMEX Ventures B.V.
Strategic Investor · ~$3.76M Total
Major strategic backer since 2021. CEMEX is the global cement/building materials company — provides strategic value in construction logistics. $2.65M in conv. notes + $1.1M in equity.
Other Equity Holders: Auto Partes ($110K), Flecha Amarilla ($100K), Grupo Huerpel ($100K), Zaharias Circle ($100K), Fund GP LLC ($58.5K), Pareto Holdings ($35K), and others.
GP Recommendation
Recommendation: MONITOR — $350K Conv. Notes Deployed
PartRunner is a high-risk, high-potential logistics marketplace operating in the large US-Mexico delivery market with notable enterprise customers (Walmart, Amazon, Mercado Libre, Oxxo, Rappi). Revenue grew 10x from 2019-2023 and gross margins improved from negative to 17.1%. However, the balance sheet is severely underwater (-$2.49M equity), the company carries $3.27M in convertible debt, and cash is limited. The Liftit acquisition opportunity at $400K could accelerate Mexico growth significantly if executed well. GSV's $350K position through convertible notes provides equity upside with structural seniority over common. The MFN side letter on the 2026 note provides downside protection against dilutive future terms. Primary risk is company viability — monitor closely for Series A progress and note maturity management.
Investment Summary
Note #1: $250K (Dec 2023, 5%, $10M cap)
Note #2: $100K (Feb 2026, 0%, $16.5M cap)
Total deployed: $350K
MFN protection on Note #2
Key Milestones
Series A fundraise status
Note #1 maturity resolution
Liftit acquisition close
Margin improvement to 20%+
Priority Action Items
Track Series A progress
Clarify Note #1 maturity status
Monitor MX ops cash burn
Evaluate Liftit execution risk
Document Index
9 source files referenced in this memo
Convertible Note #1 — Dec 2023
$250K at $10M pre-money cap, 5% interest
Convertible Note #2 — Feb 2026
$100K at $16.5M post-money cap, 0% interest
MFN Side Letter
Most Favored Nation provision for Note #2
Liftit Investment Analysis — Apr 2025
Mexico acquisition financial analysis
Liftit Investment Memo
Acquisition recommendation & rationale
Diligence Q&A
Management Q&A responses
US Financials — 2019-2024
US P&L, revenue & margin data
MX Financials — 2022
Mexico operations P&L (MXN)
Balance Sheets
Assets, liabilities & equity snapshot
Derek AI
PartRunner Deal Intelligence

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