Dani Gergel is seeking to sell 100% of the equity in The Gergel Group, LLC — the holding entity for an Amazon-native footwear business operating publicly as All Shoes Nation — while retaining his affiliated B2B sourcing entity, Gelty. Emanay Advisors is serving as exclusive sell-side advisor across deal strategy, financial preparation (via Emanay Accounting), and legal structuring (via Dave Rosati).
Current Status: Quality of Earnings finalized June 29, 2026 and is now the sole source of truth for all financial figures used in market-facing materials. Go-to-market strategy has been locked as a roll-up / platform consolidation positioning, with a separate E2 visa cash-investor track running in parallel. No buyer LOI is currently active. CIM, teaser, and data room are being rebuilt from scratch on this basis.
| Seller | Dani Gergel — 100% Owner, CFO |
| Sale Vehicle | The Gergel Group, LLC |
| Public Brand | All Shoes Nation |
| Founded / Operating Since | 2016 |
| Primary Contact | danigergel@gmail.com · dani@allshoesnation.com |
Dani Gergel has operated the business since 2016, building a multi-account Amazon FBA footwear operation sourced through authorized US, Canadian, and European distributors. He is also 100% owner of Gelty, a separate B2B sourcing entity that will remain outside the sale perimeter but will contract with the buyer post-close via a Master Supplier Agreement.
The decision to sell is strategic rather than operational — the business continues to perform, with active inventory management underway for the 2026 selling season. Dani intends to monetize the enterprise value built over nearly a decade of operating history while retaining Gelty as an ongoing, independent business line.
Michael Gergel (Dani's brother) serves as CEO/COO and runs day-to-day logistics, purchasing, and Amazon operations. Gelty — Dani's wholly owned B2B entity — currently supplies the Company at cost+5%, versus a market rate of cost+10% from third-party vendors; this related-party pricing is disclosed in the QoE and will be addressed directly (not obscured) in market-facing materials.
All financial figures below are sourced exclusively from the June 29, 2026 Quality of Earnings and EBITDA calculation prepared by Emanay Accounting. This is the only financial source used across the CIM, teaser, and all outbound materials.
| $ in thousands | FY23 | FY24 | FY25 | TTM26 |
|---|---|---|---|---|
| Reported Revenue | 11,403 | 11,927 | 13,064 | 11,762 |
| PF Adjusted Revenue | 11,659 | 12,220 | 13,693 | 12,009 |
| Reported EBITDA | 2,115 | 2,212 | 1,662 | 1,545 |
| Adjusted EBITDA | 2,056 | 2,067 | 1,886 | 1,677 |
| Pro Forma Adjusted EBITDA | 2,112 | 2,141 | 2,118 | 1,743 |
| PF Adj. EBITDA Margin | 18% | 18% | 15% | 15% |
Note: A prior CIM draft used a different, unreconciled headline ($8.98M revenue / $1.89M EBITDA). That pairing has been retired. Working capital peg is not yet finalized — three inconsistent figures are on record ($4.19M cited in the prior CIM, $1.491M from September 2025 buyer talks, and a June 2026 internal instruction to zero it out pending clarification) and must be reconciled before it appears in any buyer-facing document.
Go-to-market strategy is locked as a roll-up / platform consolidation story, targeting platform aggregators, roll-up sponsors, and PE-backed e-commerce consolidators.
| Primary Positioning | Amazon-native footwear platform with proven multi-account infrastructure — buyer inherits a template for adding further accounts, not just a single asset. |
| Secondary / Parallel Track | E2 visa cash-investor buyers (Canada-focused) — run separately, not merged into the roll-up narrative. Different buyer profile, documents, and pacing. |
| Deprioritized | Broad, generic strategic-buyer marketing under the old CIM framing — superseded by the roll-up positioning as of July 2026. |
Reference: Full narrative and rationale captured in Project_Sprint_Roll-Up_Press_Release_DRAFT.md (internal strategy document — not for public release, given current confidentiality posture with employees, customers, and competitors).
| Transaction Type | 100% equity sale |
| Entities Included | The Gergel Group, LLC (holdco/sale vehicle) · T&D Trades, LLC (rolls in at/before close) · Sterling Footwear (rolls in at/before close) |
| Entity Excluded | Gelty — retained by Dani Gergel; contracts with buyer post-close via Master Supplier Agreement, currently being drafted to be favorable to the buyer |
| Working Capital | Peg to be negotiated — see Section 03 reconciliation note |
| Transition Period | Seller committing to full transition support; Michael Gergel's post-close availability still TBD |
| Engagement Terms | Emanay Advisors — exclusive financial advisor to seller; Emanay Accounting — QoE and financial preparation; prior fee dispute over invoice ASN-2026-001 resolved |
| Target Close | 90–120 days from CIM distribution (pending CIM rebuild and data room population) |
| QoE Report (signed) | June 29, 2026 — final |
| EBITDA Calculation Databook | June 29, 2026 — final |
| Net Working Capital Analysis | Delivered June 30, 2026 — under review, not yet reconciled |
| Seller-Side NDA | Executed June 30, 2026 via PandaDoc |
| 2025 / 2026 LMA Statistics | Received from seller June 25, 2026 |
| Buyer-Facing Data Room | Not yet populated — flagged as open action item |
| Working Capital Reconciliation | Three inconsistent figures on record; needs single resolved number |
| Gelty MSA — Executed Version | Currently in drafting with counsel |
| Deal Brief (internal template) | Not yet completed |
| HubSpot Deal Record | Not yet pulled into deal documentation |
This Deal Memorandum has been prepared by Emanay Advisors for internal use and is a living document — update it whenever a material fact changes or a new document (CIM, teaser, LOI, MSA) is drafted. It should be read alongside Project_Sprint_DEAL_BIBLE.md, which holds the locked financial and content-correction reference data this memorandum summarizes. Doc Ref: PS-SM-DM-2026-07-03-v1 · Prepared July 3, 2026 · Emanay Inc. · 1221 Brickell Ave Suite 900 · Miami FL 33131 · advisors@emanay.io · Strictly Confidential — Not for Distribution.