Sell-Side Advisory · Client Memorandum
Emanay Advisors
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Miami, FL 33131
legal@emanay.io · emanay.io
Client Memorandum — Sell-Side Advisory
Project Sprint — The Gergel Group, LLCConsolidated Deal Status — Supersedes PS-SM-DM-2026-07-03-v1
All Shoes Nation · T&D Trades, LLC · Sterling Footwear · Consolidates the July 3, 2026 Deal Memorandum with buyer-outreach data through July 31, 2026
From
Emanay Inc.
dba Emanay Advisors · Sell-Side Advisory
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & MD
alex@emanay.io
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & MD
alex@emanay.io
To
Dani Gergel
The Gergel Group, LLC (d/b/a All Shoes Nation)
Re: Consolidated deal terms, financial position, buyer marketing results, and open items ahead of a signed LOI
Re: Consolidated deal terms, financial position, buyer marketing results, and open items ahead of a signed LOI
This memorandum consolidates and updates the July 3, 2026 Deal Memorandum (PS-SM-DM-2026-07-03-v1). It carries forward the locked deal terms, entity structure, QSBS analysis, and risk register from that document, and folds in the buyer marketing results pulled from the data room and outreach log as of July 31, 2026 — this is now the single current-status reference for Project Sprint.
Since the July 3 memo: marketing has gone out to 937 prospective buyers, 159 have received the teaser, and 23 have signed NDAs and gained data room access. No LOI has been received from a buyer. The related-party disclosure (Emanay Advisors / Emanay Ventures) is still pending your written sign-off, and several July 3 open items — SBA lender, SPV formation, data room population — remain outstanding. Details in Sections 05–07.
01
Purpose & Status
| What This Memo Covers | The full, current picture of Project Sprint: verified deal economics from the June 29, 2026 QoE, the Company and entity structure, the locked LOI-stage terms, the related-party disclosure, the QSBS and DSCR analysis, the risk register, and — new in this version — the buyer marketing funnel and NDA log through July 31, 2026. |
| Bottom Line | The QoE is complete and is the sole financial source of truth. Deal terms are locked at $7,500,000 (~3.5x FY25 PF Adj. EBITDA). Marketing is live and producing data-room activity, but the process has not yet converted past NDA signature — zero LOIs received. The related-party disclosure remains the single highest-priority open item. |
| Superseded Document | This memo supersedes PS-SM-DM-2026-07-03-v1 in full. Where this memo is silent on a point covered in the July 3 version, the July 3 version still governs; where the two conflict, this memo controls. |
02
Company & Seller Profile
| Seller | Dani Gergel — Owner, The Gergel Group, LLC. |
| Founded / HQ | 2016 · Miami, FL. Nearly a decade of continuous operating history. |
| Business | Amazon-native footwear and apparel reseller, sourcing through authorized US, Canadian, and European distributors and selling via Fulfilled by Amazon (FBA). |
| Reason for Sale | Strategic, not distressed — the business continues to perform and is actively managing inventory for the 2026 selling season. Dani intends to monetize built-up enterprise value while retaining Gelty as an independent, ongoing business line. |
2.1
Entity Structure — Rolling Into the Sale
| The Gergel Group, LLC | Sale vehicle / holdco. Runs the "AllShoes" Amazon seller account (USA, Canada, Mexico). All inventory purchasing and COGS flow through this entity. |
| T&D Trades, LLC | Existing subsidiary created to satisfy Amazon's multi-account entity requirement. Runs the "Shoes Nation" account (USA, Canada, Mexico, UK, Germany). Operationally consolidated with Gergel Group — no separate management or supply chain. |
| Sterling Footwear | Newly acquired, currently dormant Amazon seller account, rolling into the sale. Carries established seller metrics and represents immediate activation upside — a third channel on day one. |
2.2
Gelty — Retained, Related-Party Entity
Gelty is Dani's separate B2B sourcing entity. It is not included in the sale and will execute a post-close Master Supplier Agreement (MSA) with the Buyer, in drafting on buyer-favorable terms as of the July 3 memo. Deal terms additionally carry a 10% Buyer equity stake in Gelty (Section 03).
Ownership discrepancy — needs reconciliation: the July 3 Deal Memorandum describes Dani as "100% owner of Gelty," while the June 29, 2026 QoE states Gelty is "42.5% owned by the Company's owner/president." These two figures conflict and should be reconciled with Dani and reflected consistently before the MSA and Gelty equity terms are finalized.
2.3
Operating Team
| Michael Gergel | COO (Dani's brother) — runs day-to-day logistics, purchasing, and Amazon operations. Primary contact for operational diligence. |
| Maor Amar | CEO, All Shoes Nation brand. |
| Shai & Blesson Thomas | CTO and Warehouse Manager respectively — operationally relevant per internal notes but still absent from CIM leadership content as of this memo (R-04). |
03
Deal Economics
Verified against the Project Sprint Quality of Earnings, prepared by E.J.C. Financial Services and dated June 29, 2026 — the sole financial source of truth. Historical periods: FY23, FY24, FY25, and TTM ended May 31, 2026 ("TTM26").
Purchase Price
Locked Term
$7.5M
100% equity sale, cash + note + rollover
~3.5xFY25 PF Adj. EBITDA
~3.98xFY25 Adj. EBITDA
Pro Forma Adj. EBITDA
FY25
$2.12M
Per Jun 29, 2026 QoE
FY23$2,112,069
FY24$2,141,484
TTM26$1,743,352
Pro Forma Adj. Revenue
FY25
$13.7M
$13.06M reported
FY23$11.66M
FY24$12.22M
TTM26$12.01M
| $ (unless noted) | FY23 | FY24 | FY25 | TTM26 | Hist. Avg |
|---|---|---|---|---|---|
| Revenue | |||||
| Reported Operating Revenue | 11,402,551 | 11,926,771 | 13,064,344 | 11,762,414 | — |
| PF Adjusted Revenue | 11,658,928 | 12,219,999 | 13,693,169 | 12,009,432 | — |
| EBITDA Bridge | |||||
| Net Income | 1,732,438 | 2,138,535 | 1,500,605 | 1,363,782 | 1,737,807 |
| + Amortization / Interest / Tax | 382,066 | 73,002 | 161,422 | 181,359 | — |
| Reported EBITDA | 2,114,503 | 2,211,536 | 1,662,027 | 1,545,141 | 1,925,371 |
| Total Adjustments (non-recurring, ML gains/losses, tariffs, comp) | (58,553) | (144,817) | 224,159 | 132,065 | — |
| Adjusted EBITDA | 2,055,950 | 2,066,719 | 1,886,185 | 1,677,206 | 1,917,545 |
| + Pro Forma Adj. (Sterling Footwear, Lost Inventory Sales) | 56,119 | 74,765 | 231,751 | 66,146 | — |
| Pro Forma Adjusted EBITDA | 2,112,069 | 2,141,484 | 2,117,936 | 1,743,352 | 2,036,319 |
| PF Adjusted EBITDA Margin | 18% | 18% | 15% | 15% | — |
3.1
Key EBITDA Adjustments (per QoE)
| 1. Non-Recurring Expenses | Legal/professional fees tied to an Amazon lost-inventory dispute, an IP violation matter, a U.S. Customs tariff refund proceeding, and a one-time operational event. Add-back range: $28K–$78K/yr. |
| 2. ML Gains/Losses | Gains and losses on owner investment accounts plus interest on a Merrill Lynch line of credit — non-operating. |
| 3. Excess Tariffs | ~$111K IEEPA reciprocal tariff expense, ruled invalid and expected to be recovered via CBP's CAPE refund program. |
| 4. Above-Market Compensation | A family member of the owner/president received ~$80K base + ~$100K discretionary bonus for PO/vendor administration — above fair market rate. |
| Not Quantified | A potential $50K labor-replacement cost for that role post-close, and a Jan–Apr 2026 revenue decline of ~22% (~$0.8M) attributed by management to temporary supply-chain disruption. Neither carries a booked adjustment. |
3.2
Working Capital & Purchase Price Mechanics
Negotiated WC Peg
$1.4M
Fixed; inventory at cost −20%
QoE 12-Mo. Avg. Adj. NWC
$1.53M
Jun-25 through May-26
QoE 3-Mo. Avg. Adj. NWC
$1.14M
Mar-26 through May-26
The $1.4M peg is a negotiated point that sits between the QoE's 3- and 12-month trailing averages — not a discrepancy. Note per R-01 (Section 06): earlier documents (CIM, teaser) still describe the peg as unresolved and have not yet been conformed to this figure.
3.3
Capital Structure — Sources of the $7,500,000 Price
| Source | % of Price | Amount | Terms |
|---|---|---|---|
| SBA 7(a) Loan | 75% | $5,625,000 | Senior debt; 24-month seller note standby required — non-negotiable. Lender/terms not yet confirmed. |
| Seller Note | 10% | $750,000 | 3% interest, 5-year term, balloon at maturity |
| Seller Equity Rollover | 10% | $750,000 | Rolled into Buyer entity |
| Buyer Cash | 5% | $375,000 | At closing |
| Total | 100% | $7,500,000 |
3.4
Debt Service Coverage (Indicative)
FY25 PF Adj. EBITDA (Basis)
$2.12M
Per Jun 29, 2026 QoE
DSCR — Base Case
2.18x
Placeholder SBA terms: 11.5% / 10yr — not lender-confirmed
DSCR — Stressed (−30% EBITDA)
1.53x
Vs. ~1.25x typical SBA minimum
3.5
Seller QSBS Analysis
| Tax Treatment | The Gergel Group is treated as a C-corporation for federal tax purposes notwithstanding its LLC form, supporting a §1202 QSBS exclusion. |
| Estimated Savings | ~$1,606,500 in avoided federal tax (23.8% rate) on the $6.75M sold portion of the price, assuming near-zero basis. Qualification must still be confirmed in writing by Tal Aviv (seller's CPA, AS Wealth Solutions). |
| Structural Requirement | The transaction must remain an equity sale — an asset-sale election would destroy the QSBS benefit entirely. |
3.6
Emanay Fees
| Success Fee | 4% of purchase price = $300,000, per the November 2, 2024 engagement letter. |
| Deferred Professional Fees | Estimated ~$23,500, funded either as a deduction from Seller proceeds or an additional Buyer equity contribution (per the affiliate structure) — funding source not yet finalized. |
| Total Emanay Take at Close | ~$323,500. This is a related-party fee stack on top of the related-party Buyer structure disclosed in Section 04 — the full fee picture, not just the headline price. |
| Ordinary-Course Billing | Separate $6,750 current balance (invoice ASN-2026-001, $4,500 due Jun 1 + $2,250 due Jul 1) — not part of the deferred-to-closing pool. |
04
Related-Party Disclosure
Two related-party structures apply to this transaction. Both should be reflected consistently across every deal document and reviewed with Dave Rosati before signing.
| Buyer-Side — Emanay ↔ Emanay Ventures | Emanay Advisors is the Seller's exclusive sell-side advisor while, through Emanay Ventures (sponsoring EECV ES SPV, LLC, to be formed), Emanay is also the contemplated Buyer. Emanay Advisors and Emanay Ventures are affiliates under common ownership. The draft LOI's disclosure-and-consent language requires counsel sign-off before issuance, and formal written waiver documentation may be needed. |
| Target-Side — Gergel Group ↔ Gelty | The Company sources inventory from Gelty at cost-plus-5% versus a cost-plus-10% market rate, with no change-of-control provision in the current supply agreement. A post-close MSA is being drafted on buyer-favorable terms but is not yet executed. See Section 02.2 for the unresolved Gelty ownership-percentage discrepancy. |
The buyer-side dual role (R-00, Section 06) is the single largest legal/reputational exposure in this transaction, but it isn't urgent today — zero LOIs are in hand. Before any LOI is countersigned, a written disclosure needs to be reviewed and signed by Dani; not yet on file, and not yet needed.
05
Buyer Outreach — History & Current Status
5.1
Prior Buyer Engagement (Pre-QoE)
Dec 2024
Initial buyer inquiry — Ryan Gnesin. Meeting to discuss potential acquisition of All Shoes Nation; buyer questions on operations, financials, and structure.
Sep 2, 2025
LOI negotiation — working capital & valuation Superseded. Ryan proposed $6–6.5M using a 3-year average approach; Dani's ask started at an unrealistic $18M before settling near $7M. Working capital peg calculated at $1.491M. Structured as a share sale for the QSBS benefit. This negotiation did not close and has since been superseded by the QoE-based $7.5M ask.
May 27, 2026
CIM corrections identified Actioned. Removed "authorized distributor" claims and certain brand names (Nike, Under Armour, Columbia, Merrell, Keen); a preliminary model had shown negative 2024 adjusted EBITDA (-$398K), later corrected.
Jun 29–30, 2026
Quality of Earnings finalized Milestone. Established as the sole financial source of truth; seller-side NDA executed via PandaDoc same day.
Jul 3, 2026
Go-to-market strategy locked. Roll-up / platform-consolidation positioning adopted as primary, with an E2 visa cash-investor track running in parallel. Deal Bible and prior Deal Memorandum published.
5.2
Current Marketing Funnel — as of July 31, 2026
| Stage | Count | % of Contacted |
|---|---|---|
| Total Parties Contacted | 937 | 100% |
| Teaser Sent | 159 | 17% |
| NDA Signed / Data Room Access | 23 | 2.5% |
| LOI Received | 0 | 0% |
| Never Replied | 457 | 49% |
| Declined | 321 | 34% |
Source: prospective buyer contact log and data room folder shared via Google Drive. This funnel reflects the roll-up/platform-positioned outreach locked July 3, 2026 (Section 5.1) — distinct from the earlier, single-buyer Ryan Gnesin negotiation.
5.3
Signed NDAs — Data Room Access Granted (23)
| Signatory | Firm |
|---|---|
| Harley Magden | Master Magg |
| Malcolm Smith | Amina Grace Co. |
| Max Van de Put | MVP |
| Giuseppe Quarata | Quarata Consulting |
| Justin Outslay | Cinnamon Hill Partners, LLC |
| M K | Fifty-Seven Capital LLC |
| Paresh Patel | Sandstone Capital |
| Stacie Dennis | Catalyst Strategic Advisors, LLC |
| Eric Wang | Snow Hill Capital |
| Bjoern Minnier | The Platform Group AG |
| Disha K | Dsquare Ventures |
| Paul Goodman | Paul Goodman |
| Matthew Davidov | Matthew Davidov |
| Razibul Hasan | Avkha Equity Holdings Inc |
| Kabeer Chopra | Llama Capital Partners |
| Josh Citron | Josh Citron |
| John Tucci | WealthShift Partners |
| Andrew Ferenci | Zion Peak Partners |
| David Hook | Baymark Partners |
| Erin Getty | Dora Dearborn Partners |
| Cader Rowe | Roebling Capital Partners |
| Andrew William Beasley | Andrew William Beasley |
| Gabby Fong | BridgeLink Holdings |
None of these 23 parties has yet submitted an LOI or term sheet as of this memo.
06
Risk Register
R-00
Related-Party Buyer / Dual RoleHigh — Emanay Advisors (Seller's advisor) and Emanay Ventures (SPV sponsor/Buyer) are affiliates under common ownership. Not urgent while zero LOIs are in hand; counsel sign-off and possibly a formal written waiver are required before any LOI is issued or countersigned. Unmanaged at that point, this would be the single largest legal/reputational exposure in the transaction.
R-01
Working Capital PegLow — Resolved in LOI — Fixed at $1,400,000 with inventory at cost less 20%. Residual risk: the CIM and teaser have not yet been conformed to this figure.
R-02
Related-Party Sourcing (Gelty)Medium — Cost+5% vs. market cost+10%, disclosed accurately in the QoE. MSA being drafted buyer-favorable but not yet executed. Monitor until signed; also see the ownership-percentage discrepancy in Section 02.2.
R-03
Data Room Not Yet Fully PopulatedMedium — Blocks readiness for management meetings and full diligence once a buyer progresses past NDA stage.
R-04
Team Roster CompletenessLow — Shai (CTO) and Blesson Thomas (Warehouse Manager) are operationally relevant per internal notes but absent from CIM leadership content.
R-05
Historical Valuation SwingsLow — Mitigated — Prior ask ranged from $18M (unrealistic) to $6–7M in 2025 buyer talks. Mitigated by anchoring exclusively to the QoE-based $7.5M / ~3.5x ask; avoid referencing prior figures externally.
R-06
Buyer Strategy AlignmentLow — Resolved — Roll-up/platform positioning locked July 3, 2026, with E2 track running in parallel. Confirm this remains the sole primary angle before further outreach.
R-07
Marketing ConversionMedium — New — 937 parties contacted, 23 NDAs signed, zero LOIs received as of July 31, 2026. The process has stalled at data-room access; needs an active follow-up cadence (Section 07).
07
Open Items & Next Steps
1
Related-party disclosure (R-00) — on deck, not urgent yet. No LOI is in hand, so there's nothing to act on today. Before any LOI is countersigned, walk Dani through the Emanay Advisors / Emanay Ventures structure directly and get counsel-reviewed written disclosure on file.
2
Reconcile Gelty ownership. Confirm with Dani whether Gelty is 100%-owned (per the Deal Memo) or 42.5%-owned by him (per the QoE) and correct all documents to match.
3
Identify the SBA 7(a) lender. 75% of the capital stack depends on this financing; no lender has been confirmed.
4
Form EECV ES SPV, LLC and confirm formation timeline against target close.
5
Execute the Gelty MSA and obtain written confirmation that current below-market pricing continues post-close.
6
Convert NDA signatories into active conversations. 23 parties have data room access but no LOI has been received — recommend a structured follow-up cadence prioritized by fit.
7
Fully populate the data room and confirm the QSBS analysis in writing with Tal Aviv before it's relied on in buyer conversations.
8
Lock the remaining LOI terms — exclusivity period, diligence period, expiration date, transition duration, and signatory are all still [NTD] in the draft LOI.
08
Data Room & Documentation Status
✓
Quality of Earnings databook (Jun 29, 2026) — E.J.C. Financial Services
✓
Combined / entity-level P&L and Balance Sheet (T&D Trades, The Gergel Group)
✓
Net Working Capital analysis and adjustment support
✓
Blind teaser with PandaDoc NDA embed; full CIM (QoE-only financials)
✓
23 executed NDAs
!
Engagement letter executed November 2, 2024 — retainer/billing status should still be confirmed current.
✗
Confirmed target close date from Dani for buyer-facing materials
✗
SBA 7(a) lender identification / term sheet status
✗
EECV ES SPV, LLC formation documents / EIN
✗
Written Gelty MSA and pricing-continuity acknowledgment
✗
Written QSBS qualification confirmation from Tal Aviv
✗
Corporate documents (operating agreements, articles) for all three Amazon entities rolling into the sale vehicle
09
Deal Team
| Alexandre Camus | Founder & Managing Director, Emanay Advisors — deal lead. |
| Evan Chandonnet, CPA | Emanay Accounting — QoE preparation and financial diligence. |
| Dave Rosati | Legal / structuring — related-party disclosures, SPV formation, LOI review. |
| Michael Gergel | COO, The Gergel Group (Dani's brother) — day-to-day logistics, purchasing, Amazon operations; primary contact for operational diligence. |
| Maor Amar | CEO, All Shoes Nation brand. |
| Tal Aviv | Seller's CPA, AS Wealth Solutions — reviewing financials and QSBS qualification on Dani's behalf. |
| Richard Sanchez & Majo Sinning | Emanay deal team — materials and process support. |
Submitted By — Emanay Inc.
Alexandre R.J. Camus
Founder & Managing Director · Emanay Advisors
Date: July 31, 2026
Acknowledged By — Client
Dani Gergel
Owner · The Gergel Group, LLC
Date: ___________________
