Module 6, M&A
Capital Toolkit M&A is the workspace for the full transaction, pre-LOI through due diligence to close. CPA-curated data room, deal-scoped participant invites, full audit trail, sealed archive on close. Built on top of the Books, FP&A, and Valuation history already on the platform.
The valuation lands. The LOI gets signed. Then due diligence starts and everything slows down. The buyer's diligence team asks for a document. Someone on the seller's side emails it to two people on the buyer's side. A week later they ask for it again because the first email is buried. The buyer asks for the customer contract; the seller sends a folder of fifteen PDFs and nobody can tell which one is current.
By week six, half the documents are stale, version-controlled by filename, and nobody is sure what's actually been represented to the buyer. If a question comes up after close, the audit trail is in twelve separate inboxes and a Dropbox that someone deleted.
The deal closes anyway, most do, but the diligence cost is high, the closing risk is real, and the post-close representation-and-warranty exposure is hard to bound.
Capital Toolkit M&A puts the entire deal on one platform, with a CPA-curated data room, identity-verified participants, full audit log, and a sealed archive at close. The buyer sees one source of truth. The seller knows exactly what was represented. The lawyers have a record that survives.
How a deal moves
The platform recognizes that a deal goes through distinct phases with different access patterns. Early conversations need controlled, narrow-scope information. Post-LOI diligence opens the full data room. Closing locks the record.
Stage 1 · Pre-LOI
NDA-gated teaser package, high-level financials, business description, deal terms under discussion. Buyer is named, identity-verified, NDA-signed. Detailed financials remain private until LOI is signed. Conversations and document requests routed through the platform.
Stage 2 · LOI Signed
Letter of intent captured on the platform. Full data room unlocks for invited participants. Diligence checklist drives the request flow; each document landed with timestamp and viewer log. Buyer's questions go through the platform, seller's answers attach to the deal record.
Stage 3 · Closing
On close, the data room seals, every document immutable, every participant's access ends, audit log frozen as the legal record. Business account transfers from seller to buyer; historical books, FP&A, and valuation move with the entity. The deal record survives indefinitely as the rep-and-warranty reference.
The data room
The data room is the heart of the M&A module. Every document the buyer needs lives in one place, organized by a CPA-curated structure, accessible only to identity-verified invited participants.
Standard sections (financial, tax, customer, supplier, employee, legal, IP, corporate) populated where data already exists on the platform. The CPA fills the rest with the seller.
By name and email from the seller's side. Every invitee creates a Capital Toolkit account, verifies identity, enables 2FA. No anonymous magic-link access.
Buyers and their advisors view and download. Seller's side uploads and curates. No accidental edits to documents under review.
Buyer-side checklist drives the request flow. Seller marks each item as provided; buyer marks each item as reviewed. Open items are visible to both sides at all times.
Buyer asks a question against a specific document or topic. Seller answers attach to the deal record. No more diligence-by-email.
Every view and every download recorded: who, when, which document. If a post-close question arises, the record shows exactly what the buyer had access to.
How it works
Seller opens a sale from inside their business account. Names the deal, sets the stage to pre-LOI, and invites the initial participants: typically the M&A advisor, the seller-side lawyer, and the seller's CPA. Buyer is added when one is identified.
Each invitee creates a Capital Toolkit account, verifies identity, enables 2FA. Access scope is per-deal, a lawyer working on this sale doesn't see anything else in the seller's account. Access expires at deal close.
CPA-curated structure pre-fills with data already on the platform: financial statements, tax returns, cap table, valuation. Seller and CPA add the rest. Buyer's diligence checklist drives any gaps.
When the deal closes, the platform seals the data room as the legal record, ends every participant's access, transfers the business account to the buyer, and moves the historical books and analysis with the entity. Cancellation works the same way; the deal record stays for the seller's audit history.
What's inside
Pre-LOI / LOI signed / closing: each stage drives the right access scope and the right participant set.
CPA-organized sections: financial, tax, customer, supplier, employee, legal, IP, corporate. Pre-filled from platform history where data already exists.
Per-deal access for buyer, lawyers, lender, advisors. 2FA enforced. Auto-expires at close or cancellation.
Drives the request and response flow. Open items visible to both sides. Closes when the buyer marks the item reviewed.
Buyer questions and seller answers attached to the specific document or topic. Searchable, audit-logged, survives close.
Letter of intent uploaded and locked. Purchase agreement, schedules, side letters all stored as the deal record.
On close, every data-room document becomes immutable. The legal record of what was represented to the buyer.
Business account, books, FP&A, valuation history all transfer to the buyer at close. Seller's access ends at the same instant.
Every download, every view, every Q&A turn recorded with timestamp and user. Survives any post-close rep-and-warranty inquiry.
Who it's for
Selling a business you built or buying one to grow into. Either way, the deal lives on one platform: your books, your valuation, your data room, your closing artifacts, and the audit log that protects you after close.
Run sell-side or buy-side mandates without re-inventing the data-room workflow on every deal. Per-deal pricing, identity-verified participants, transferable account model means the relationship continues post-close.
Diligence documents, Q&A, agreements, and closing artifacts all on one auditable platform. Post-close rep-and-warranty questions are answered from the sealed archive, not your inbox.
Honest status
The core infrastructure is live: data room with per-deal participant invites, identity verification, close-of-deal seal, and the account-transfer workflow that hands the business to the buyer on close. LOI capture, the diligence-checklist UI, and the structured Q&A thread are roadmap.
Closes the chain. M&A is Module 6, the final module in the Capital Toolkit stack. A business that has lived on the platform from Books through FP&A through Valuation arrives at M&A with every diligence question already pre-answered by the audited historical record.
What walks into a deal with you
When the LOI lands, the buyer's diligence team opens the books, the financial statements, the projection model, and the cap table on day one. The modules below either feed the deal or run alongside it — engagements often start months before a transaction is on the horizon.
Three years of clean, reconciled, period-locked books shrink diligence from a multi-week reconstruction to a multi-day review. The buyer asks questions; the ledger already has the answers.
See module →CPA-signed Review-level financials. The baseline package every buyer's accounting advisor opens first. Bridge from QB / Xero if you're not running Books inside Capital Toolkit.
See module →The forward model on the sell side, the pro-forma combined model on the buy side. Same driver engine; the variance history demonstrates the projection is meeting itself.
See module →A defensible enterprise value before the negotiation, not after. Five methods, qualitative risk on top, working paper trail the buyer's CBV can rebuild from scratch if they want.
See module →Acquisition financing — senior debt, ABL on the combined working capital, mezzanine on the equity stretch. AFO frequently sits underneath the buy-side stack.
See module →Institutional buyers come with their own diligence playbook. The same Capital Toolkit modules that prepare the file for a strategic sale also prepare it for a PE process.
See module →Watch
Plain-English video explainers from the Capital Toolkit YouTube channel.
Twenty-minute demo. Bring the deal you're working on or considering (sell-side or buy-side, asset or share) we'll walk through the data room, the participant invite flow, and the close-of-deal seal.
Don't have an M&A advisor or lawyer on the platform yet? Sign up directly, your engagement is temporarily held by professionals on the platform until you bring in your own.
