Every document a buyer will ask for — organized, reconciled, and reviewed before the first conversation. On your terms, in your possession, months before anyone makes an offer.
Deal Room engagements are assembled and reviewed by a senior practitioner using the Layer8 AI Chassis. A human being reconciles your financials and reviews every page of your CIM before a buyer sees it. Self-serve upload is on the roadmap; today the work is done for you.
Most owners walk into a transaction with the business in their head and the documents scattered across a filing cabinet, an inbox, and QuickBooks. Buyers arrive expecting an indexed, defensible record. Every gap between those two states is something a buyer can price.
| What Most SMB Sellers Have | What Buyers Expect to Find |
|---|---|
| Financials in QuickBooks, never exported | Three-year P&L, tax returns, and YTD — reconciled against each other |
| Contracts buried in email threads | Customer and vendor contracts indexed, with change-of-control terms identified |
| Licenses in a filing cabinet | Licenses, permits, and compliance documents current and complete |
| No CIM — a verbal summary of the business | A professional CIM where every figure traces to a source document |
| Operations in the owner's head | SOPs, defined roles, documented process |
| No idea what diligence will surface | Known issues already identified and addressed |
The issues don't go away because you didn't find them. They surface in diligence, after the letter of intent, when finding them is worth money to the other side.
A shared drive gives you folders. A traditional data room gives you permissions. Deal Room gives you a controlled promotion path — every document starts private, and nothing becomes visible to anyone until you decide it does.
Every document lands here first. This is where you look at your own business honestly — the handshake agreement with your largest customer, the license that lapsed, the add-back with no receipt behind it. Nothing in staging is visible to a broker or a buyer. You need somewhere to see the whole picture before you decide how to present it.
Documents that have been reviewed, classified, and reconciled. Figures are extracted and traced to their source. This is the record your CIM is generated from — and the reason the CIM's numbers hold up when a buyer's advisor checks them.
Your broker sees the full financial picture and the known-issue list, so they can position the deal accurately and manage expectations from day one. They don't see employee files or your personal returns. Enabled only if you're working with an intermediary.
Each executed NDA opens its own room, watermarked to that buyer, revocable independently. You see which documents each buyer opened and when. If a conversation ends, that buyer's access ends with it — without touching anyone else's.
Nothing moves between rooms on its own. Every promotion is a deliberate act, and you're the one who makes it.
The Layer8 AI Chassis does the work a buyer's advisor would do — before the buyer shows up, while you still have time to fix what it finds.
Start with the Exit Readiness Assessment. Your business is scored across eight domains, and the result generates a document checklist specific to your industry, entity type, and identified gaps. Your Assessment credits in full toward your Deal Room engagement — and during the founding pilot, the Assessment is free.
You send us your records; we organize, classify, and index them into staging. The checklist isn't a suggestion — the Deal Room isn't complete, and your CIM won't generate, until the record is. We tell you exactly what's outstanding and work the list with you until it closes.
This is where the engagement earns its fee. Tax returns are checked against your P&L and against bank deposits. Payroll registers are checked against your headcount narrative. Your customer list is checked against your concentration claim. Every add-back is scheduled line by line with its documentation status recorded — documented, partially documented, or unsupported. Discrepancies get resolved before you go to market, not discovered in someone else's quality-of-earnings review afterward.
You receive a CIM generated from the verified record, reviewed page by page by a practitioner before release, and a Deal Room ready to open to buyers under NDA with per-buyer access control and activity tracking.
Your record is read the way a buyer's advisor and quality-of-earnings team will read it — looking for the issues that trigger re-trades, escrow holdbacks, and dead deals.
Missing or non-transferable change-of-control clauses
Expired licenses or permits that could delay or kill a closing
Owner dependency with no documented succession plan
Revenue concentration above 20% in a single customer
Missing or informal SOPs that signal operational risk
Cybersecurity and data-handling gaps that trigger holdbacks
Contracts that reference documents nobody can locate
Tax returns against P&L against bank deposits
Payroll registers against the headcount you're representing
Customer detail against the concentration figure
Add-backs scheduled individually, each with its documentation status recorded
A buyer's quality-of-earnings team runs this exact analysis after the LOI is signed. The only question is whether you see the results first.
Three records, one room — the financial, legal, and deal documents every serious buyer expects, assembled, reconciled, and reviewed before you go to market.
Most CIMs are written. Yours is generated from the verified record and then reviewed by a practitioner before it goes out — which means every figure in it resolves to a source document sitting in the same room the buyer is already in.
When a buyer's advisor questions a number, the answer isn't a phone call and a three-day wait. It's a document, already there, already indexed.
The CIM is version-pinned to your record. Improve your documentation — turn an unsupported add-back into a documented one — and it regenerates. You see exactly what changes.
You certify the record. That's how it should work: the representations belong to the party with the knowledge, and the analysis stands on its own.
Most sellers close a transaction and lose the record. What was shared, with whom, on what date — it lives in an inbox nobody can reconstruct eighteen months later when a question comes up about what the buyer knew.
Your Deal Room is built so that doesn't happen. Access is granted per buyer and tracked per buyer, so the record of who saw what is a byproduct of how the room works rather than something anyone has to remember to write down.
Automated promotion logging and exportable disclosure records are in development. Current engagements track buyer access and document release manually as part of the practitioner-managed room.
Every tier runs on the same eight-domain framework. Engagement pricing is scoped to your business and your transaction — we quote it on a consultation call, the way every professional service in this market is priced.
Deal Room engagements are scoped to the size of your transaction. We quote the engagement on a consultation call, once we understand your business and your timeline.
Room custody after the included six-month term: $750/month, or $7,500 prepaid annually. Most transactions run 9–14 months from packaging to close.
Working with a broker or advisor? See how Deal Room fits a sell-side engagement →
Start with the Exit Readiness Assessment. It scores your business, tells you exactly which documents you need, and credits in full if you move forward with a Deal Room.