E-Commerce M&A

M&A & Diligence Support for E-Commerce Brands

An e-commerce brand can sell fast, right up until a buyer asks who actually owns the Amazon account, the trademark, and the supplier relationship. Diligence is where the answers to those questions become the difference between a wire transfer and a walk-away.

Two businessmen shaking hands across a table in an office

What diligence actually feels like

Under a letter of intent, the buyer's accountants and lawyers send request lists covering financials, tax, supplier agreements, platform data, ad accounts, and IP — wanted fast, organized, and consistent. For an e-commerce brand, they scrutinize gross margin especially hard, because cash-basis inventory can make it swing month to month.

You're still running ads, managing inventory, and shipping orders while this happens. Deals stall when a founder can't produce clean, accrual-based numbers on the buyer's timeline, and a buyer reads messy margins as risk. Momentum lost here is hard to win back.

M&A support is the finance seat that runs the data room, presents your numbers in the buyer's language, and keeps the deal moving while you keep the brand running.

The e-commerce deal-killers hiding in plain sight

Buyers focus on brand-specific risks. Is gross margin real once inventory and COGS are on an accrual basis? How concentrated is revenue on a single platform, and does the marketplace account transfer to a new owner without a suspension risk? Who owns the trademark, the creative, and the code — and were contractor IP rights actually assigned? Do supplier agreements survive the sale?

They'll expect schedules founders rarely keep ready: accrual inventory and margin, repeat-purchase and LTV-to-CAC data, platform and supplier concentration, and clean IP ownership. Prepared, these prove the brand is a durable asset. Missing, they turn it into a risky one.

We put the margins on accrual, quantify repeat-purchase and concentration, coordinate the IP and platform documentation with your attorney, and have the answers ready — so diligence confirms a real brand, not a lucky ad account.

How Kaizen runs it

We build and manage the data room, restate inventory and COGS to accrual, defend gross margin and add-backs, quantify repeat-purchase and channel concentration, model the inventory-heavy working-capital peg, and coordinate with your attorney and banker so finance never stalls the deal. One point of contact owns every number the buyer questions.

We're named after continuous improvement, which in an e-commerce deal mostly means fixing the margin math before a buyer's analyst does it in a spreadsheet titled with your brand name and the word 'concerns.'

What's included

Data room built and managed: financials, tax, supplier and platform data, IP
Inventory and COGS restated to accrual; gross margin defended in diligence
Repeat-purchase rate, LTV-to-CAC, and channel concentration quantified
Adjusted EBITDA and add-backs defended under buyer and QoE-firm questioning

Platform-account transferability and marketplace-suspension risk documented
Trademark, creative, and code IP ownership and contractor assignments verified
Inventory-heavy working-capital peg modeled and the closing true-up negotiated
Coordination with your M&A attorney and investment banker through close

This works best alongside QoE & Sell-Side Prep done first — accrual margins and repeat-revenue proof are far easier to defend when built before the buyer arrived.

Pricing

From $8,000/moengaged through your live deal · scoped to size and complexity

Margins that holdinventory and COGS on accrual, so gross margin survives the buyer's recount

The finance seata CFO-level quarterback beside your attorney and banker

Fewer surprisesissues surfaced and handled before the buyer turns them into price leverage

Straight answers

My margins swing every month on cash-basis books. Deal problem?

Yes — a buyer can't underwrite a margin that lurches around, and they'll assume the worst month is the truth. Moving inventory and COGS to accrual smooths the real margin and is usually the highest-value thing we do for an e-commerce brand in a deal.

Does my Amazon account transfer when I sell?

It's more complicated than people expect and depends on the deal structure and platform rules, so it has to be planned early. We document the platform position and coordinate with your attorney so account transfer or continuity is handled rather than assumed.

Can you help me buy an e-commerce brand?

Yes. Buy-side, we test the target's accrual margins, repeat-purchase data, platform and supplier concentration, and IP ownership — so you know what you're acquiring before you commit.

I use an e-commerce bookkeeping app already. Isn't that enough?

For monthly books, often yes. For a diligence process that pressure-tests your margins and asks who owns what, usually not. If your books are already accrual and audit-ready and you can handle buyer Q&A on top of running the brand, you may not need us.

Free 20-minute books assessment

We'll show you the five things we'd fix first in your books — useful whether you hire us, hire someone, or do neither.

Talk to Sales

Or call us directly: +1 786 789 0969