Unlocking Value for the Forgotten Middle
AI-powered M&A solutions for businesses valued between $2M–$50M,
delivering unparalleled efficiency and optimal outcomes.
Confidential – For Allocator Review Only
Structuring SME Exits with AI Precision
Ventariom Advisory is a structured exit origination platform for $2–$50M turnover SMEs, the "forgotten middle" of the M&A market. We combine institutional process discipline with an AI-powered execution layer to deliver higher-value, lower-risk transactions.
Delivered through a licensed partner model, the platform integrates local execution with central mandate origination, a vetted buyer network, and technology that enforces quality at every stage. Scalable across global markets.
Origination
Central pipeline creation
Execution
Territory-based delivery
Buyer Access
Vetted strategic and financial acquirers
Ventariom Advisory – Founder First, System Governed
A $3 Trillion Wealth Transfer is Underway
$3T+
Transaction Value
Next Decade
3M
SMEs
$2-$50M EV
90%
Unprepared
Lacking Exit Support
Over the next decade, 3M+ SMEs ($2M-$50M EV) will change ownership, representing over $3 trillion in transaction value.
More than 90% are unprepared, leading to over $300B in preventable value loss annually. This generational capital reallocation lacks protective infrastructure.
Sources: IBBA Market Pulse; AM&AA Mid-Market Trends; Ventariom Aggregated Market Analysis, 2025
Bridging the $300B Execution Gap in the Mid-Market
The "forgotten middle" of mid-market SME exits ($2–$50M turnover) is vastly underserved. This segment faces an estimated $300 billion in preventable value loss annually due to a lack of proper support.
The Challenge: Fragmentation & Undervaluation
Mid-market SMEs are often too small to attract dedicated institutional M&A advisory, yet too complex for traditional high-volume brokers. This critical gap leads to:
  • Suboptimal exit strategies and processes
  • Significant value erosion for owners
  • Missed opportunities for strategic investors
Ventariom Advisory closes this critical execution gap. We standardize these highly repeatable transactions with an an AI-powered, process-driven, and globally replicable solution, ensuring optimal outcomes for both sellers and institutional investors.
A Scalable, AI-Powered Exit Architecture
Ventariom HQ: Central Control, AI Managed Process
Infrastructure, AI oversight, and operational standards ensure consistent quality across all markets.
Licensed Partners: Local Execution
Focus on high-value founder relationships and deal execution, with exclusive territory rights and central support.
Founders / Buyers: Transaction Outcomes
Benefit from a structured, predictable process that maximizes value and minimizes risk.
Ventariom Advisory's model blends local market expertise with centralized AI-driven process control, ensuring every mandate is prepared, positioned, and executed to institutional standards.
Ventariom Advisory – Founder First, System Governed
Predictable Exits, Maximized Value
Ventariom Advisory delivers a uniquely disciplined, AI-powered exit process, ensuring optimal buyer matching, accelerated deal flow, and predictably superior outcomes.
Mandate Origination
HQ qualified lead
Preparation
AI + partner readiness
Buyer Discovery
AI-matched vetted network
Negotiation
Structured, predefined process
Exit Completion
Founder outcome achieved
Our structured, AI-driven methodology accelerates deal velocity and enables parallel execution across diverse markets, consistently maximizing value while mitigating risk.
Ventariom Advisory – Founder First, System Governed
Licensed Partners — Local Execution, Global Scale
Ventariom Advisory leverages a network of licensed partners with exclusive territorial rights. Partners focus on high-value founder relationships and deal execution, while HQ handles central mandate origination, AI-driven buyer sourcing, process enforcement, and brand presence.
Low Overhead
Global scalability ensures consistent delivery without the high overhead of traditional M&A firms.
Centralized Control
HQ maintains quality standards and operational consistency, enabling partners to execute locally.
Rapid Expansion
New territories activate quickly with minimal capital, accelerating global reach.
Ventariom Advisory – Founder First, System Governed
ExitLogic™ - The Standards Driven, AI-Enhanced Framework Behind Every Transaction
To ensure every partner delivers consistent, high-value outcomes, Ventariom Advisory mandates a single, proven transaction framework
Diagnostic
Thorough assessment of business value drivers, risks, and exit readiness.
Preparation
Strategic positioning, comprehensive documentation, and precise valuation calibration.
Execution
Targeted buyer engagement, structured negotiation, and seamless deal closing for optimal ownership transition.
ExitLogic™ is that framework — a proprietary, standards-driven playbook for SME exits. It breaks each mandate into defined stages: diagnostic, preparation, buyer engagement, negotiation, and close, each with clear benchmarks for progression. The process is enhanced by AI tools that identify optimal buyers, track readiness, and flag negotiation risks, making outcomes predictable and enabling the model to be scaled into any market.
ExitLogic™ – Structured Process. AI-Powered Outcomes.
Cassian: The AI Engine Driving Consistency, Speed, and Scale
Purpose-built for $2–$50M SME M&A, Cassian oversees the entire deal cycle in real time—sourcing and qualifying buyers, verifying readiness, pacing negotiations, and flagging risks to prevent value loss.
It also governs the partner network, tracking performance and enforcing process discipline and quality standards. With automated compliance, document flow, and reporting, Cassian enables global scale without compromising outcomes.
Buyer Discovery
AI-powered matching for optimal buyer identification.
Risk Alerts
Proactive identification of deal risks to preserve value.
Partner Governance
Real-time monitoring of partner performance and process adherence.
Cassian – The Intelligence Driving Global SME M&A
A Sustainable Revenue Model: Simple, Repeatable, Scalable
Ventariom Advisory's revenue model is built on a single, high-margin driver: a success fee on every completed mandate, split evenly between HQ and the licensed partner. This creates consistent, predictable EBITDA at scale.
A $10k refundable diagnostic fee is charged upfront to cover preparation costs and secure founder commitment. The structure is straightforward, cost-efficient, and globally replicable.
4%
Success Fee
Charged on every completed mandate
50/50
HQ / Partner Split
Equitable distribution for shared success
Example Calculation
1
$5M Exit
Target Business Value
2
$200K Fee
Total Success Fee (4%)
3
$100K HQ / $100K Partner
Shared Revenue
Repeatable • High Margin • Scalable
Ventariom Advisory – Founder First, System Governed
Phase 1 Rollout — Beachheads for Global Scale
MENA Territories
Initial rollout
UK/Ireland Territories
Initial rollout
Canada Territories
Initial rollout
Months
Target implementation timeline
Ventariom Advisory's first 12 months target 40 exclusive territories across MENA, UK/Ireland and Canada. These are awarded to licensed partners with proven M&A or operational expertise, strong founder networks, and deep local knowledge — ensuring rapid validation and buyer engagement.

Phase 2 will expand into the United States, Australia, and New Zealand, building on operational foundations from Phase 1.
Ventariom Advisory – Founder First, System Governed
Partner Expansion Driving Scalable Profits
As the partner network scales, EBITDA rises in lockstep with revenue, maintaining ~45% margins despite rapid expansion. This is driven by a fixed-cost HQ structure and territory-level operating costs borne entirely by partners. The model delivers institutional-grade predictability — where each new mandate converts directly to profit without eroding margins, enabling disciplined, high-velocity growth.
Scale-Up Economics (Base Case — 45% EBITDA)
Assumptions: Base Case with 12 mandates/partner/year, $4M EV/mandate, 4% success fee, 50/50 HQ–Partner split, EBITDA margins scaling from 35% to 45%. Revenues calibrated to achieve EBITDA 2030 = $86.4M.
Ventariom Advisory – Founder First, System Governed
High-Output, Low-Cost Expansion – A Model Built for Compounding Returns
Ventariom Advisory scales without the cost drag of traditional M&A firms. Our licensed partner structure eliminates local offices, salaried deal teams, and heavy infrastructure.
Every dollar invested flows directly into revenue-generating activities like partner onboarding, mandate origination, and technology upgrades. AI-driven processes ensure quality and performance, enabling compounded growth without proportional cost increases.
Capital Efficiency
Licensed partner model eliminates local fixed costs, focusing capital on growth.
Self-Funding Growth
Strong cash flow supports continuous reinvestment in partner recruitment and platform.
Margin Stability
~45% EBITDA margins maintained even during rapid expansion.
Ventariom Advisory – Founder First, System Governed
$2.75M Raise
Fully Funding Phase 1 Rollout (40 Territories)
We are raising $2.75M to complete the 40-territory Phase 1 rollout across MENA, the UK/Ireland and Canada. This capital funds partner onboarding, mandate origination, and platform optimization — unlocking $30M+ in annual HQ revenue capacity at full maturity.
Partner Onboarding
Recruitment, training, and territory setup for licensed partners
Mandate Origination
Marketing, lead generation, and founder engagement programs
Platform Optimization
Cassian AI enhancements and ExitLogic™ refinements
UK & Ireland
Canada
MENA

Stretch Option: $3.5M for Accelerated Phase 2 Entry
A $3.5M stretch option accelerates Phase 2 market entry preparation, shortening expansion time into high-potential regions including the US, Australia, and New Zealand, thereby maximizing market penetration and long-term revenue potential.
Ventariom Advisory – Founder First, System Governed
Strategic Capital Deployment
Targeted for Maximum Revenue Impact
Our allocation strategy prioritizes rapid conversion of capital into revenue-generating mandates. We focus on unlocking immediate capacity, fueling pipeline growth, and optimizing our platform for sustained efficiency.
40%
Partner Onboarding & Support
Direct funding for recruitment, training, and setting up licensed partners to immediately expand operational capacity.
30%
Brand & Lead Generation
Dedicated marketing and lead generation efforts driving initial pipeline growth and founder engagement from day one.
20%
Platform Optimization & Tools
Continuous enhancement of Cassian AI and ExitLogic™ for maximum efficiency across every mandate.
10%
Contingency
Essential buffer for unforeseen expenses, ensuring smooth operations and adaptive flexibility.

Stretch Goal: Additional $750K for Accelerated Phase 2 Entry
This additional investment is entirely dedicated to expediting our market entry into high-potential regions like the US, Australia, and New Zealand, significantly shortening our time to new market revenue and maximizing long-term potential.
Ventariom Advisory – Founder First, System Governed
High IRR Potential from Capital-Light, Early-Cashflow Model
The IRR spread reflects leverage from low initial capital, rapid capacity build-out, and no further equity rounds. In the upside, modest increases in deal size and mandate volume compound quickly as the initial $2.75M investment controls the full network. This model generates early returns, avoiding the long, back-loaded payoff profiles typical in venture capital.
Base Case
Deal Value: $4M EV
Mandates/Year: 12
Partners: 200
Success Fee: 4%
Split: 50/50
EBITDA Margin: ~45%
EBITDA 2030: $86.4M
IRR = 21.5%
Upside Case
Deal Value: $5M EV
Mandates/Year: 15
Partners: 200
Success Fee: 4%
Split: 50/50
EBITDA Margin: ~45%
EBITDA 2030: $135M
IRR = 28.1%
IRR based on Phase 1 funding ($2.75M) ; EBITDA starts Year 1, scales annually—no further equity required.
Balanced Returns: Near-Term Yield + Long-Term Equity Growth
Ventariom Advisory's hybrid return model combines predictable quarterly cash flow with substantial equity appreciation:
Equity Upside
21.6% stake from $2.75M investment at $10M pre-money valuation.
Royalty Yield
~5% p.a. of investor share in platform success fee revenues, starting Year 1.
Capital Efficiency
No further equity raises; EBITDA growth funded entirely from operations.
Dual Profile
Investors benefit from both consistent near-term distributions and high-multiple exit value.
Base Case
EBITDA 2030: $86.4M
Exit Multiple: 8×
Valuation @ Exit: $691M
Equity Value (21.6%): $149M
Royalty Yield p.a.: ~5%
26.0% IRR
30-31% Blended IRR
Upside Case
EBITDA 2030: $135M
Exit Multiple: 10×
Valuation @ Exit: $1.35B
Equity Value (21.6%): $292M
Royalty Yield p.a.: ~5%
33.5% IRR
37-38% Blended IRR
Royalty yield based on investor share in platform success fees. IRR calculations assume Phase 1 funding ($2.75M) and account for quarterly royalty distributions and equity exit value.
Dual-Channel Acquisition for Founders and Buyers
Mandates are generated through HQ-led national campaigns and partner-led local outreach/referrals.
Founder Acquisition
HQ digital campaigns, sector press, events, networks; Partner local outreach & referrals
Partner Recruitment
M&A forums, LinkedIn, professional press; Selection & onboarding process
Buyer Acquisition
Cassian AI matching to vetted buyer lists (PE, family office, strategic acquirers)
Partner recruitment targets experienced M&A operators via industry networks. Cassian AI matches buy-side opportunities to a vetted global pool of private equity, family offices, and strategic acquirers.
Centralized origination + targeted recruitment + AI-matched buyer demand
Experienced, Aligned Leadership with Institutional Oversight
Ventariom Advisory's leadership excels in venture finance, M&A, operational scaling, and AI platform development. Each leader, proven in high-growth environments, is committed to disciplined governance and allocator-grade transparency.
Julian Sperring-Toy
Founder & CEO | M&A, Operations Strategy
Elie C Youssef
Co-Founder & Managing Partner, EMEA | Partnerships & Market Expansion
Akshya Raghav
CTO | AI Systems, Data Integrity & Platform Engineering
Alan Fleury
Co-Founder & Managing Partner, North America | Execution & Territory Enablement
Governance Framework
Formal Oversight
Advisory board & executive review
Cassian AI Enforcement
Real-time process & compliance monitoring
Transparent Reporting
Allocator-grade performance & capital tracking
Ventariom Advisory – Founder First, System Governed
STRATEGIC MARKET ENTRY
Converging Market Dynamics Present Significant Opportunity
The SME mid-market is currently experiencing a significant generational wealth transfer, with a substantial portion of businesses facing ownership transitions in the coming decade and owners increasingly seeking exit strategies. Concurrently, regulatory tightening is elevating buyer due diligence requirements, while M&A technology adoption remains in its early stages.
This evolving market landscape presents a distinct opportunity for Ventariom Advisory. Our AI-governed, partner-led model is well-positioned to capitalize on three accelerating market trends, fostering a favorable environment for value creation:
Timely Market Position.
Capital deployed under current conditions can leverage early adoption and increasing market activity, optimizing potential returns.
Demographic Shift
An aging founder demographic is contributing to increased exit volumes, driven by a broad generational wealth transfer.
Institutionalization
Investors and acquirers are demanding more structured and transparent processes, favoring platforms that meet evolving compliance standards.
Technology Adoption
The rapid integration of AI tools is enhancing deal speed, valuation accuracy, and scalability, providing a competitive advantage for early adopters.
Ventariom Advisory – Founder First, System Governed
Founder-First. Investor-Rigorous. Scalable by Design.
Ventariom Advisory is built to lead a fragmented market, delivering predictable exits and compounding allocator returns. Our unique model leverages a founder-first mandate, AI-driven governance, and a high-margin partner structure. This repeatable architecture ensures each territory self-funds growth, directing capital into revenue capacity, allowing early investors to ride the steepest part of the adoption and volume curve for maximum return potential.
Strategic Partnerships
Collaborate with a team dedicated to long-term value creation.
Accelerated Growth
Capitalize on emerging market dynamics for superior performance.
Innovative Approach
Leverage AI-driven insights for unparalleled efficiency and accuracy.
Connect with Our Leadership
Julian Sperring-Toy
Founder & CEO
jst@ventariomadvisory.com
Alan Fleury
Co-Founder & Managing Partner, North America
af@ventariomadvisory.com
Elie-Charles Youssef
Co-Founder & Managing Partner, EMEA
ecy@ventariomadvisory.com
Appendix
Supplementary Information and Detailed Analysis
ExitLogic™ – Institutional-Grade SME Exit Process
ExitLogic™ is our proprietary, step-by-step framework designed to maximize SME exit value. Built from top-tier M&A, corporate finance, and operational expertise, it standardizes every transaction stage: diagnostic, preparation, buyer engagement, structured negotiation, and close.
Diagnostic
Assess value drivers, risks, and readiness to position the business for exit.
Preparation
Calibrate valuation, prepare materials, and develop strategic buyer targeting for optimal outcomes.
Execution
Manage buyer engagement, structure negotiations, and drive competitive tension for optimal terms.
Close
Finalize terms, ensure compliance, and facilitate smooth ownership transition.
The process is enforced and monitored by Cassian's AI oversight layer, ensuring every partner follows a disciplined path. This makes performance measurable, outcomes predictable, and the model repeatable at scale.
Ventariom Advisory – Founder First, System Governed
The Ideal Ventariom Advisory Partner
Ventariom Advisory partners are experienced operators with the skillset, network, and discipline to execute high-value SME exits. They operate in exclusive territories under a licensed/franchise model, benefiting from centralized mandate origination, vetted buyer access, and a proven process that enables multiple parallel transactions. All this is supported by our central platform, AI governance, and brand infrastructure.
Partner Backgrounds
Former M&A Principal
Corporate Operator
PE Associate
Business Advisor
Benefits of Partnership
High ROI
Earn significant fees with minimal overhead & infrastructure investment.
Brand & Buyer Access
Leverage a recognized platform with an established network of qualified buyers.
Process Advantage
ExitLogic™ & Cassian enforce quality & efficiency.
Ventariom Advisory – Founder First, System Governed
Our Target Founder Segment
Ventariom Advisory exclusively partners with owner-led SMEs (turnover $2–$50M). This segment, often overlooked by institutional M&A and underserved by high-volume brokers, possesses significant strategic value but lacks structured pathways for optimal exit outcomes.
Turnover
$2–$50M (or £/€ equivalent)
Ownership
Founder-led, often first-time sellers
Structure
Privately held, minimal prior external capital
Sector Diversity
Our model is sector-agnostic, serving a broad range of industries:
  • Manufacturing
  • Professional Services
  • Tech-enabled Businesses
  • Distribution
  • Healthcare
  • Niche Industrials
Key Engagement Drivers
  • Founder-First Approach — Prioritizing owner outcomes
  • Certainty of Execution — Structured, predictable process
  • Buyer Network Access — Vetted strategic and financial acquirers
Ventariom Advisory – Founder First, System Governed
Structured Governance from Origination to Close
Every mandate follows a disciplined pathway, enforced by Cassian AI, ensuring quality, consistency, and accountability across all territories, and providing HQ full visibility.
Risk Minimization
Workflow minimizes execution risk, accelerates deal flow, and protects value.
Quality Control
Cassian AI provides real-time monitoring and enforcement of quality standards.
Performance Visibility
HQ maintains complete visibility into partner activity, mandate progress, and buyer engagement.
This systematic approach ensures predictable outcomes, efficient market scaling, and consistent quality standards, protecting both founder and investor interests.
Ventariom Advisory – Founder First, System Governed
How Ventariom Advisory Outperforms the Field
The fragmented SME M&A landscape, with boutique firms, online marketplaces, and generalist consultancies, leaves the $2–$50M "forgotten middle" underserved due to structural limitations like capacity constraints and low buyer engagement quality.
Ventariom Advisory combines the strengths of competitors while eliminating their weaknesses through a globally scalable partner network, AI-powered governance, and a proven, repeatable process.
Ventariom Advisory – Founder First, System Governed
Where Ventariom Wins vs. Advisories & Legacy Banks
Corum and peers are marketing engines designed to sign clients. Ventariom is an intelligence engine built to close the right deals faster with founder-first outcomes.
Why Ventariom Out-Executes OffDeal
Startups like OffDeal lean on automation and junior staff. Ventariom combines experienced human partners, scalable incentives, and zero HQ cost — delivering deeper trust and superior execution.
New Digital Startups (e.g. OffDeal)
Limited human contact: Automation prioritized over relationships, leading to poor fit for founder-led SMB exits.
Traditional employment model: Relies on expensive full-time bankers with limited experience (2–3 years).
High fixed costs & churn risk: Low salaries and weak commissions contribute to high banker turnover.
Execution risk: Light-touch staff with limited experience, focused on chasing volume rather than quality.
Ventariom Advisory
Founder-first human layer: Seasoned franchise partners act as trusted advisors, building strong relationships.
Franchise model: Onboards highly experienced partners at no fixed cost to HQ, ensuring expertise without overhead.
Attractive economics: Partners retain 50% of fees, offering strong upside and freedom from quotas.
Scalable meritocracy: Experienced partners onboarded in volume, with incentives fully aligned to founder outcomes.
OffDeal is an automation play. Ventariom is an execution system.
Managing Execution Risk at Every Level
Ventariom Advisory ensures predictable delivery with embedded tech and process risk controls. Our licensed partner structure, AI-powered oversight, and institutional governance minimize exposure across four key risk categories.
Market Risk
Example: Economic downturn
Mitigation: Diverse sectors, cross-geo buyer matching, staged market rollouts.
Operational Risk
Example: Process inconsistency
Mitigation: ExitLogic™ enforcement, Cassian monitoring, continuous partner training.
Partner Risk
Example: Underperformance
Mitigation: Performance dashboards, escalation, territory reassignment.
Regulatory Risk
Example: Compliance issues
Mitigation: Central legal frameworks, jurisdictional playbooks, automated compliance.
Ventariom Advisory – Founder First, System Governed
From Capital to Scalable Revenue
$2.75M Raise + $750K Stretch
Initial capital for growth
Partner Capacity
Enables 40-45 territories
Mandates Secured
12-15 per partner/year
4
Mandate Execution
Via ExitLogic™ + Cassian
Revenue Cycle
Fees split HQ/Partner
The $2.75M raise (with $750K stretch) directly translates to partner capacity, mandate volume, and revenue growth. Our efficient model leverages licensed partners, centralized marketing, and AI-enabled operations to achieve high-value exits at low incremental cost. Every dollar raised has a direct, measurable path to revenue, supported by our repeatable delivery framework.
Ventariom Advisory – Founder First, System Governed
Phased Global Rollout
Ventariom Advisory's expansion is strategically paced to balance market capture with partner quality. Phase 1 validates operations in key English-speaking markets with high SME density. Subsequent phases leverage proven processes and growing brand equity for broader global expansion.
1
Phase 1 (2026-2027)
MENA (10 territories) UK & Ireland (20 territories), Canada (10 territories)
Focus: Operational validation & process refinement
2
Phase 2 (2027-2028)
US priority markets, Australia & New Zealand
Focus: Accelerated scale with proven model
3
Phase 3 (2028-2030)
European Union, Southeast Asia
Focus: Global market leadership
Ventariom Advisory – Founder First, System Governed
Core Terms and Definitions
This glossary ensures all audiences share a common understanding of Ventariom Advisory's key concepts.
Ventariom Advisory – Founder First, System Governed
Contact & Close
Thank you for reviewing the Ventariom Advisory allocator presentation. We look forward to discussing how our founder-first, AI-governed model can deliver exceptional outcomes and scalable returns.
Julian Sperring-Toy — Founder & CEO
📧 jst@ventariomadvisory.com
Elie-Charles Youssef — Co-Founder & Managing Partner
📧 ecy@ventariomadvisory.com​
Confidential – For Allocator Review Only