Miami, FL 33131
legal@emanay.io · emanay.io
1221 Brickell Ave, Suite 900, Miami FL 33131
Contact: Alexandre R.J. Camus, Founder & MD
alex@emanay.io
Re: The complete record of your sell-side engagement, from the November 2024 engagement letter through today
This memorandum is the complete history of Project Sprint — every buyer, every material work product, and every milestone from the engagement letter forward. It is longer and more detailed than prior status memos by design: it is meant to stand on its own as the full record, ahead of a Timeline & Expense Memorandum and a Statement of Account that will follow it.
Project Sprint began with the engagement letter you signed on November 2, 2024. Within weeks, All Shoes Nation was listed on Axial, a sell-side marketplace, and the first serious buyer — Ryan Gnesin of Elevate Capital Holdings — signed an NDA on December 4, 2024. Over the following ten months, that relationship moved through a full diligence cycle, an in-person visit, a Valuation Report, a Lender Underwriting Feasibility Report, a non-binding LOI, and ultimately an executed Letter of Intent on September 17, 2025. The deal did not close from there — the record shows the process stalled shortly after, when a financial discrepancy in the post-LOI numbers was flagged.
Marketing continued through the rest of 2025 with several additional prospective buyers. In February 2026, Emanay formally took over your full accounting file, which led to a ground-up rebuild of your financials, culminating in the June 29, 2026 Quality of Earnings — now the sole financial source of truth for the deal. Marketing on the same Axial listing has continued into 2026, with 23 signed NDAs to date and active conversations ongoing.
| Business | All Shoes Nation — Amazon-native footwear and apparel reseller, operating through The Gergel Group, LLC and T&D Trades, LLC. |
| Engagement Letter | Executed November 2, 2024 — 4% sell-side success fee up to $10M transaction value. |
| Platform Listing | Listed on Axial as "E-commerce company specializing in footwear" no later than early December 2024. This is a single continuous listing — on hold at points, reactivated at others — that has run for the entire engagement. |
| Founding Deal Team | Alexandre Camus (lead), with associates Miles Chiu and Lauchlann Goodall handling early buyer correspondence and diligence support. |
Ryan Gnesin, of Elevate Capital Holdings (formerly Elevate Brands, an Amazon FBA aggregator), was the first serious buyer engaged on Project Sprint and the only one to date to reach an executed Letter of Intent. This is the single most fully documented relationship in the deal's history.
The correspondence available to us does not include a formal notice of withdrawal or termination from either side. What is documented is that the deal did not proceed past this point, and that a real, unresolved discrepancy in the financials was the last substantive issue raised before activity stopped.
Two significant work products were built to support buyer and lender conversations during the Ryan Gnesin cycle:
| Built | Beginning May 2, 2025, using an internal template; finalized around an "ASN Valuation Report" working session on May 28, 2025 involving Miles Chiu, Lauchlann Goodall, and Alex Liang. |
| Content | Initially discussed against a $10,000,000 target; the finished report's actual conclusion, per the Jul 14, 2025 Comprehensive Strategic Update, was $12.2M post-DLOM (Discount for Lack of Marketability), dated June 2025. Folded into the CIM and confirmed complete in correspondence with Axial on June 18, 2025. |
| Actual Market Positioning vs. Valuation | Despite the $12.2M valuation-report conclusion, the business was actively priced in the market at $6M + inventory (~$9M total, ~4.4x EBITDA) as of Jul 2025 — a substantial discount to Emanay's own valuation work, and buyers still cited valuation as a reason to pass (Section 09.1). This is a materially different, more aggressive pricing posture than a simple reading of "$10M target" would suggest. |
| Payment Status | No separate invoice or payment for this report has been located. It appears to have been produced as part of ongoing engagement work rather than billed as a discrete deliverable. |
| Purpose | Prepared to support presentation of the opportunity to SBA-backed lenders on Ryan's behalf. Per the official proposal's Executive Summary: "a lender-facing, DSCR-driven analysis of the transaction — validating cash flow coverage, capital structure soundness, and sponsor readiness," intended as a core component of the financing submission package for SBA and alternative lenders. |
| Official Proposal — Sent | Mon, Jul 14, 2025, 10:29 AM — "Emanay Services Agreement: Underwriting Feasibility Report" — the formal proposal document, distinct from and sent alongside the same-day correspondence discussing the $15K-to-$7.5K price reduction. |
| Confirmed Fee Structure | Flat fee: $7,500.00, structured as $3,750 due upon execution of the engagement and $3,750 deferred to completion. Note: "for expedited services, 100% of the total fee is due upon execution." This resolves the earlier "$15,000 reduced to $7,500" framing found in chat correspondence — $7,500 was the actual, final quoted flat fee, not a further-reduced figure. |
| Scope of Work | DSCR Modeling & Feasibility Analysis (3-year pro forma DSCR forecast, interest-only and fully amortizing loan modeling, sensitivity testing, break-even analysis); Buyer Profile & Underwriting Support (sponsor liquidity/net worth review, buyer financials review, creditworthiness positioning); Capital Structure & Asset-Level Analysis (capital stack summary, LTV overview, working capital commentary); Transaction Narrative & Lender Summary (deal overview, use of funds, transaction structure flowchart, lender positioning). |
| Final Deliverables & Timeline | Investment banking-grade Feasibility Report (PDF) plus an editable Excel DSCR Model. Initial draft: 3–5 business days from final buyer/seller inputs. Final version: 1 business day after comments. |
| Signature Status | The proposal document includes a signature line for Dani Gergel, Founder, but the copy on file does not show it executed. Whether this was separately signed via PandaDoc (as the proposal's "Next Steps" section describes) has not been confirmed. |
| Payment Status | Not confirmed. No follow-up correspondence locating a payment for either the $3,750 upfront installment or the full $7,500 has been found. This is a separate figure from the "$25K" Dani referenced in the same-day chat thread — see note below. |
| On the "$25,000" Figure | Dani's statement "I just invested 25k on report that most of chances is wrong" does not refer to this Feasibility Report. Read in context ("once I finish the capforge analyze... my report is ready"), it appears to reference a prior cost tied to the CapForge financial analysis/cleanup — confirmed elsewhere as the Apr 8, 2025 CapForge payment (Section 04A.2). These are two different work products and should not be conflated in any billing document. |
| Separate Emanay Cost Claim | In the same thread, Alex states Emanay had "already come out of pocket $10,000 on valuation work alone + costs of running your deal." This is Emanay's self-reported internal cost, not a payment made by Dani, and is a third, distinct figure from both the $25K and the $7,500 report price. |
CapForge Bookkeeping, Tax & More was Dani's outside bookkeeper prior to Emanay's February 2026 accounting take-over, and did substantial, ongoing work across nearly the entire Ryan Gnesin buyer cycle. This work has not been fully credited in prior memos and is documented here in full.
| Ongoing Bookkeeping | Monthly close for both The Gergel Group, LLC and T&D Trades, LLC, spanning at minimum Feb 2025 through the Feb 2026 handoff to Emanay Accounting. |
| Cash vs. Accrual Reconciliation | Extended work resolving discrepancies between cash-basis and accrual-basis reporting, directly addressed in a dedicated 54-minute working session on April 30, 2025 ("CapForge x All Shoes Re: Report") with Matt Remuzzi, covering inventory, prepaid expenses, and personal-expense treatment. |
| Personal/Business Expense Separation | Detailed separation of Dani's personal expenses from business EBITDA (Sep 2025), including coordination directly with Merrill Lynch (Neil Mehta) to reconcile investment account treatment. |
| Valuation Guidance | In the April 30, 2025 session, Matt Remuzzi and Alex jointly advised Dani on typical e-commerce valuation multiples — 6–7x net operating income was discussed at that time (a different basis than the 3.5x PF Adjusted EBITDA multiple later used in the 2026 QoE-anchored ask; these are not directly comparable without normalizing for methodology). |
| Consolidation Error Correction | Identified and corrected a spreadsheet formula error that had produced a ~$500K discrepancy between consolidated and separate-entity 2024 net profit figures (Jul 2025). |
| Buyer Diligence Support | Directly fielded due-diligence requests from Ryan Gnesin (Aug–Sep 2025), including monthly P&L/balance sheet detail, inventory purchase detail, and COGS-per-SKU data. |
| New Project Scope (Apr–Aug 2025) | A distinct, separately-scoped "New CapForge Project" covering Shopify, Poshmark, and Capital One statement reconciliation for the Apr–Aug 2025 period. |
| Confirmed Payment — Apr 8, 2025 | $25,000.00 (Receipt #1431-3702, Visa -9583, 2:12:55 PM) — the largest single payment to CapForge across the engagement, made just before the intensive Apr–Aug 2025 cleanup and reconciliation work described above. This is almost certainly the "25k on report" Dani referenced in his Jul 14, 2025 message. |
| Confirmed Payment — Aug 29, 2025 | $4,630.00 (Receipt #1482-6643, Visa -4161, 8:08:56 AM; also invoice #166493). Combined with the April payment, total confirmed CapForge payment is $29,630.00 — closely matching Dani's own Sep 25, 2025 statement that "we paid them 30k." |
| Revenue-Share / Remit Arrangement | A Sep–Oct 2025 email shows Alex asking Matt Remuzzi to "remit the portion of the most recent ASN invoice to me" — indicating some form of referral or revenue-share arrangement between Emanay and CapForge on this account. Matt's reply ("I'd prefer to wait until the project is complete") suggests this was not yet settled. The terms of this arrangement are not documented elsewhere and should be clarified before any statement of account references CapForge fees. |
Two distinct, dated instances in the correspondence show Alex/Emanay explicitly covering or deferring costs on Dani's behalf, rather than billing them immediately. Both are laid out here with their actual figures — not combined or estimated.
Per the Jul 14, 2025 correspondence (Section 04.2): Alex stated Emanay had "already come out of pocket $10,000 on valuation work alone + costs of running your deal," separate from the Lender Underwriting Feasibility Report itself (quoted at $15,000, reduced to $7,500, with $3,750 stated as payable immediately). No payment confirmation for either figure has been located.
The clearest, most fully documented cost-coverage instance in the record. Per the Fathom recap of the June 8, 2026 "Dani x Alex" call:
| Item | Detail |
|---|---|
| Original Disputed Invoice | $9,500 — contested by Dani, citing unexpected monthly fees ($1,125/entity) and inclusion of March services he did not expect to be billed for |
| Amount Dani Agreed to Pay | $4,500 — for April & May accounting |
| Covered by Alex/Emanay | March accounting services — absorbed rather than billed |
| Deferred to Closing | $500 historical cleanup fee |
| June Invoice | To be paid in July, after month-end close |
| Stated Justification | The fee was framed as covering a full CFO (Richard Sanchez) and CPA (Evan Chandonnet, working with BDO) for buyer/lender calls, not bookkeeping alone |
| Cumulative Cost Covered by Alex, as of this call | "~$14,000 in costs to date" — Alex's own stated figure on this call, not itemized further in this recap |
Of every figure discussed across this entire engagement, the one amount with a clear agreement and a clear payment obligation on the record is $4,500 — the April/May 2026 accounting invoice Dani explicitly agreed to pay on the June 8, 2026 call, following the $9,500 dispute. This is confirmed paid per the invoice correspondence in the billing chronology. Every other figure in this section — the $10K, the $14K, the $7,500/$3,750 feasibility report, and the CapForge $4,630 — is either an internal cost claim, a quoted-but-unconfirmed price, or a payment to a third party rather than to Emanay, and should be treated accordingly in the Statement of Account.
| Feb 2–6, 2026 | Emanay formally takes over your full accounting file, framed as urgent support to finalize 2025 financials for a renewed sale process. |
| Mar 17, 2026 | "Project Sprint" is used as the working codename for this deal for the first time. |
| Apr 17–19, 2026 | First full EBITDA bridge built. |
| May 27, 2026 | CIM content review finds and corrects material issues — inaccurate distributor claims, an outdated brand list, misclassified personal expenses. |
| Jun 29–30, 2026 | Final Quality of Earnings delivered — established as the sole financial source of truth for the deal going forward. TTM period runs through May 31, 2026. |
| Mid-May 2026 | A third Amazon seller account, "Footwear Inc.," launched — not previously documented in this memo. Per the QoE report: May 2026 reflects only partial-month activity; June 2026 is the first full month. A pro forma adjustment (June 2026 results annualized) was applied across historical periods to illustrate the account's potential impact, separate from the existing Sterling Footwear and Lost Inventory Sales pro forma adjustments already tracked in Section 07. |
Full capital structure and EBITDA bridge detail are unchanged from the July 2026 Deal Memorandum (EMA-MEMO-SPRINT-003) and are available on request.
As you know from our recent conversations, Emanay Advisors is your sell-side advisor while an Emanay affiliate, through Emanay Ventures, is the contemplated buyer. We want this documented plainly in your complete history, and Alex will continue to walk you through it directly as the process advances toward any LOI.
Correction from earlier drafts of this memo: the "937 contacted / 159 teasers / 23 NDAs" figures are not a single lifetime total. A separate internal report — the "Project Sprint - Comprehensive Strategic Update," dated Jul 14, 2025, prepared by Alex and attached to the email that same day proposing the Lender Underwriting Feasibility Report — documents an entirely different, much larger set of numbers for the first outreach wave. The two data sets appear to represent two distinct campaigns, not one running count, and should not be added together without confirming the actual overlap.
| Metric | Figure |
|---|---|
| Total buyers contacted | 1,728 |
| — via Emanay/Axial platform | 580 |
| — via direct/manual outreach | 1,148 |
| Teasers/CIMs distributed | 350+ |
| CIM views | 183 |
| NDAs signed | 6 |
| Actively engaged buyers | 1 (Ryan Gnesin) |
This report's own conclusion, quoted directly: "The data is clear: the market is not responding to this opportunity in its current form... after 8+ months of active marketing, the only viable next step is to focus all efforts on closing with the current interested party — Ryan Gnesin — and to commission a lender-facing feasibility report that enables him to secure financing." This is the internal analysis that led directly to the Feasibility Report discussed in Section 04.2.
The report specifically names aggregators who reviewed the opportunity but did not progress past teaser stage: Thrasio, Perch, Razor Group, and SellerX — all well-known Amazon FBA aggregators, a materially larger and more sophisticated set of prospective buyers than anything reflected in the buyer-signatory lists compiled elsewhere in this memo from email search alone.
| Operational Concentration | Reliance on a small team, limited management depth |
| Seasonality | Revenue spikes not spread evenly across the year |
| Owner Dependency | Buyer concerns over transition risk without Dani/Michael |
| Valuation Gap | Multiple buyers explicitly declined citing price |
| Metric | Figure |
|---|---|
| Total contacted | 937 |
| Teasers sent | 159 |
| NDAs signed | 23 |
The per-contact NDA conversion rate improved substantially between the two phases — roughly 0.35% (6 of 1,728) in Phase 1 versus roughly 2.45% (23 of 937) in Phase 2. This is consistent with the QoE-based CIM rebuild (Section 06) producing meaningfully better-qualified outreach, even at lower volume. Several of the 23 Phase 2 NDA signatories actually signed in the summer of 2025, before the QoE existed — meaning the Phase 2 count itself blends pre- and post-QoE activity on the same ongoing Axial listing:
| Signatory | Firm | Date Signed |
|---|---|---|
| Ryan Gnesin | Elevate Capital Holdings | Dec 4, 2024 |
| Paresh Patel | Sandstone Capital | Jul 9, 2025 |
| Disha K | Dsquare Ventures | Jul 13, 2025 |
| Matthew Davidov | — | Jul 22, 2025 |
| Bjoern Minnier | The Platform Group AG | Jul 28, 2025 |
| Josh Citron | — | Aug 1, 2025 |
| John Tucci | WealthShift Partners | Aug 4, 2025 |
| Avkha Equity Holdings | Dominic Foster | Aug 12, 2025 |
The Comprehensive Strategic Update states only 6 NDAs signed as of Jul 14, 2025, while five of the eight signatories above are dated Jul 22–Aug 12, 2025 — after that report. This means at least 4 of the "6 as of Jul 14" NDA signatories are not yet identified by name in this memo; the pre-Jul-14 list here is incomplete and should not be read as exhaustive. The remaining 2026 signatories and current active conversations (including a recent prospective buyer, Lauren Chervinsky) are reflected in the July 2026 Deal Memorandum.
| Alexandre Camus | Managing Director — deal lead throughout the full engagement. |
| Miles Chiu | Associate — buyer correspondence and diligence, Dec 2024; organized the ASN Valuation Report session, May 2025. |
| Lauchlann Goodall | Associate — drafted the initial due-diligence materials for Ryan Gnesin, Dec 2024; contributed to the Valuation Report, May 2025. |
| Alex Liang | Investment Banking Intern — built the initial Valuation Report template and supported the May 2025 sessions. |
| Dave Rosati | Legal/structuring — joined Aug 2025 for the Ryan Gnesin LOI; continues on the current related-party and Gelty structuring work. |
| Ghilan Golzar | Lender coordination — SBA financing outreach, Aug 2025. |
| Richard Sanchez | CFO, Emanay Accounting — built the current EBITDA bridge, 2026. |
| Evan Chandonnet, CPA | QoE preparation, 2026. Per the official ASN-2026-001 invoice: "CPA · QOE Lead," described as a "BDO Executive Alumni" — i.e., not a current BDO employee but a specialized outside contributor, distinct from the core internal Emanay Accounting team (Richard Sanchez, Maria Sinning, Brandon Ortiz). |
| Brandon Ortiz, Maria Sinning | Emanay Accounting — bookkeeping and reconciliation, 2026. |
| Tal Aviv | Your CPA, AS Wealth Solutions — introduced Jun 2026. |
Between the Ryan Gnesin post-LOI discrepancy (Sep 2025) and the formal accounting take-over (Feb 2026), the deal moved through a slower period worth documenting plainly, since it explains a meaningful gap in momentum.
| Sep – Dec 2025 | Ryan continued to request updated, cleaner financials before proceeding further. Getting those required additional CapForge/accounting work, which meant additional cost — and there was disagreement in this window about how that cost should be structured (paid now vs. deferred to closing). |
| Dec 2025 | A revised proposal was discussed for the accounting work needed to keep the Ryan process moving, including a phased payment structure (part upfront, part later). By this point the Ryan Gnesin opportunity did not move forward to a close. |
| Jan 6, 2026 | You noted that, over roughly the prior year, total spend on the engagement (marketing, reports, and accounting support combined) had reached approximately $60,000 without a completed sale, and that you wanted assurance that further spend would lead to a result. This is a significant figure and is recorded here as your own stated total at that point in the process. |
| Feb 2026 | The engagement moved into the accounting take-over described in Section 06, effectively restarting the process on a new financial foundation (the QoE), which is what has driven the current $7.5M ask. |
A separate $7,500 fee, distinct from the 2025 feasibility report figure, was discussed and paid in connection with the February 2026 accounting take-over; a partial refund of this amount was also discussed in the following months. These should be tracked as two separate $7,500 figures — one from mid-2025 (feasibility report, payment status still unconfirmed) and one from early 2026 (accounting take-over, paid, partial refund discussed) — not combined into one.
As of Aug 24, 2026, Dani appears to be running a parallel or successor sale process through a different brokerage — Tim Mastroberti at Robbins Pellegrino — with a new prospective buyer, Ariel Adler, who is now post-call and submitting a formal pre-LOI data request.
| Confirmed Materials Use | Ariel Adler's data request quotes figures directly from both the CIM ("The CIM shows FY2025 revenue of $13.06M") and the QoE (the pro forma adjustment methodology, the Gelty change-of-control gap, the EBITDA addback categories, and the IP matter in non-recurring expenses) — both Emanay work product, one a named Deliverable, the other Working Papers under the engagement letter (Appendix A, §6.1). |
| New Buyer Status | Ariel Adler does not appear in Emanay's tracked buyer funnel (Section 09) — no record of prior contact, teaser, or NDA. If confirmed as genuinely new and independently sourced, he likely does not qualify as a "Transaction Source" under the Agreement's definition, which affects the strength of the 12-month success-fee tail specifically for this buyer (see the Materials Ownership & Success Fee Tail memo, EMA-LEGAL-SPRINT-001). |
| A Notable Catch by the Buyer | Ariel Adler independently flagged the same CIM-vs-QoE revenue basis inconsistency documented internally in this engagement — the CIM shows gross revenue ($13.06M) while the QoE shows net-of-discounts revenue ($10.94M pro forma adjusted). A sophisticated buyer caught this on their own during diligence. |
| New Operational Detail Surfaced | The data request also reveals: gross margin compression from ~31% to ~26% (2024→2025); T&D Trades "Unapplied Cash" accounting entries ($399K FY2025, $753K 2026 YTD) requiring QoE reconciliation; and a question about whether Michael, Shai, and Blesson (the three-person operating team) are even aware the business is for sale. |
