M&A sell-side

# Sell-Side M&A Advisor for Patent-Pending Enterprise AI Platform — IP-Led Strategic Acquisition We are seeking an experienced sell-side M&A advisor or technology investment banker to evaluate and potentially lead a strategic acquisition process for Perceive Now, Inc., a patent-pending enterprise AI software company. This is primarily an IP-, technology-, and strategic-capability-led transaction rather than a conventional revenue-multiple SaaS sale. This is not a fundraising role, lead-generation role, business broker engagement, or commission-based sales role. We are specifically looking for someone who has personally advised founders on strategic technology acquisitions, ideally involving: * Enterprise AI * AI infrastructure * Horizontal enterprise software * Patent-pending or proprietary technology * Automation and agentic systems * Data and intelligence platforms * Professional-services technology * Early-stage strategic technology acquisitions ## About Perceive Now Perceive Now has built a patent-pending, horizontal Enterprise AI Operating System designed to help companies build, own, govern, and continuously increase the value of their own AI Assets. Our fundamental thesis is straightforward: ### Companies should not simply rent AI capability. They should build AI Assets that become part of the value of the enterprise itself. Today, many organizations pay separately for: * AI models * Tokens * Copilots * AI assistants * Automation products * Point solutions They repeatedly consume AI capability, but much of the intelligence created through that activity does not become a persistent, reusable, company-owned asset. Perceive Now is designed to change that. The platform enables enterprises to convert: Company data + institutional knowledge + workflows + methodologies + business logic into: ### Governed, reusable, proprietary AI Assets These assets can remain with the organization, execute repeatedly, improve over time, and become part of the company's operating infrastructure and enterprise value. Instead of: Pay for AI → receive an output → pay again the Perceive Now model is: Enterprise knowledge → governed AI execution → reusable AI Asset → continuously increasing organizational capability ## Horizontal Platform With Multi-Industry Validation Perceive Now is intentionally horizontal rather than industry-specific. The core operating system is not tied to one vertical, department, workflow, or type of enterprise data. The same underlying architecture can support materially different business functions by connecting: Enterprise data → models → agents → workflows → governance → validation → outcomes The company has already achieved initial commercial and use-case validation across 6+ industry verticals, including applications spanning: * Professional services and consulting * Private equity and financial analysis * Healthcare and revenue-cycle operations * Research and market intelligence * Enterprise data architecture and transformation * Technology and operational consulting * Broader enterprise workflow automation The strategic significance is that the underlying platform remains horizontal while the AI Assets created on top of it become industry-, function-, and company-specific. For an acquirer, this means Perceive Now potentially represents a foundation that can be deployed across multiple business units, customer groups, industries, and product lines rather than a single-purpose AI application. ## Patent-Pending Technology and Intellectual Property Perceive Now has built proprietary technology across several critical layers of enterprise AI execution. The company has patent-pending intellectual property relating to core components of its architecture, including areas such as: * AI trust and validation architecture * Agent orchestration * Agent-to-agent communication * Outcome enforcement * Enterprise AI execution logic * Governance and verification across multi-agent workflows This IP is central to the strategic acquisition thesis. The value proposition is not simply access to software functionality. A strategic acquirer would potentially obtain: * Patent-pending technology * Proprietary architectural know-how * Existing implementation logic * Enterprise deployment patterns * Workflow orchestration infrastructure * AI validation and governance systems * Existing AI Asset creation capabilities * Customer and use-case validation across multiple verticals * Technical team and accumulated implementation knowledge We therefore expect the selected advisor to be comfortable evaluating and positioning strategic IP value, including: * Replacement cost * Time-to-build * Competitive differentiation * Patent portfolio value * Strategic acceleration * Defensive value * Acquirer-specific synergies ## Core Technology Perceive Now is built around the principle that enterprises require significantly more than access to an individual AI model or chatbot. They require an operating layer capable of coordinating: Data Models Agents Enterprise systems Governance Validation Human oversight Outputs Business outcomes Core capabilities include: * Multi-model AI orchestration * Enterprise AI agents and multi-agent workflows * Proprietary multi-layer trust and validation architecture * Outcome enforcement and verification * Agent-to-agent communication architecture * Human-in-the-loop workflows * Evidence lineage and replay * Enterprise application and data connectors * Model-agnostic architecture * MCP-based integrations * Private-cloud and VPC deployment * Enterprise workflow automation * Reusable company-specific AI Assets * Executive report, presentation, document, and structured-data generation * Governance across the AI execution lifecycle * Persistent AI Asset creation and management ## Primary Transaction Thesis We want prospective advisors to understand this clearly before applying: ### This is primarily an IP- and platform-led strategic acquisition opportunity. The company should not be evaluated solely as: Current ARR multiplied by a SaaS multiple. The strategic value may instead come from an acquirer obtaining: * Patent-pending AI technology * Proprietary enterprise AI architecture * Horizontal AI infrastructure * AI Asset creation infrastructure * Enterprise AI governance technology * Cross-industry validation * Existing enterprise deployment experience * Enterprise integrations and connectors * AI workflow architecture * Outcome-enforcement capabilities * Technical implementation knowledge * Existing customer validation * Significant reduction in build-vs-buy time * Ability to accelerate an existing enterprise AI strategy A strategic buyer could potentially use Perceive Now as: ### The infrastructure through which its organization and customers build and retain proprietary AI intelligence. That is very different from acquiring another chatbot, model wrapper, or narrow AI application. ## Current Commercial Stage Perceive Now is still an early-stage company. We currently have 39+ customers and partners and have demonstrated initial commercial and use-case validation across 6+ industry verticals. The company has generated approximately $300K in cumulative revenue to date, with approximately $400K expected by year-end 2026. We are deliberately being transparent about this. We are not looking for an advisor who will ignore the company's stage or make unrealistic valuation promises. However, we are also not looking for an advisor whose analysis begins and ends with: Revenue is approximately $300K, therefore the company should be valued primarily on a small SaaS revenue multiple. That would miss the primary reason we are considering strategic M&A. ## Financing and Current Valuation Context Perceive Now has raised seed financing through SAFE instruments. The company's current seed financing has been completed at a: ### $20M post-money valuation cap with applicable investor terms depending on the relevant SAFE. We are sharing this information upfront because we want prospective advisors to understand both the company's current stage and its existing shareholder valuation context before responding. We are evaluating whether an IP-led strategic acquisition today could create a better risk-adjusted outcome for shareholders than continuing to independently finance and scale the company. ## Why We Believe There May Be a Strategic Acquisition Opportunity Different buyers could derive materially different strategic value from Perceive Now. ### Professional Services and Advisory Firms Consulting, accounting, advisory, research, and professional-services organizations possess enormous amounts of proprietary intellectual capital in the form of: * Methodologies * Frameworks * Templates * Research processes * Analytical models * Operating playbooks * Institutional knowledge * Client delivery processes Much of that value currently exists in employees, documents, spreadsheets, presentations, and internal processes. Perceive Now can potentially transform: Firm expertise into: ### Governed AI Assets that execute repeatedly across customers and engagements. This potentially changes professional-services economics from: People × hours toward: Expertise × reusable AI Assets × recurring deployment ### Research, Intelligence and Data Companies Research and intelligence companies possess proprietary methodologies, datasets, analytical frameworks, and institutional knowledge. Perceive Now can potentially help transform project-based intelligence work into: * Persistent intelligence systems * Continuously updating AI Assets * Client-specific intelligence environments * Governed analytical workflows * Recurring intelligence products Rather than simply delivering another report, the organization can potentially provide customers with an ongoing intelligence capability. ### Enterprise Software and Technology Platforms A software or technology acquirer could use Perceive Now to add: * AI Asset creation * Multi-model orchestration * Agent governance * Outcome enforcement * Enterprise workflow execution * Validation * Lineage * Private deployment without independently rebuilding the full architecture. ### Private-Equity-Backed Professional-Services Platforms PE-backed professional-services consolidators may be particularly relevant because they increasingly need technology capable of: * Increasing revenue per employee * Improving operating margins * Creating proprietary IP * Differentiating otherwise similar services businesses * Introducing recurring software-like revenue * Increasing enterprise value at exit For these organizations, Perceive Now may represent more than workflow automation. It could become infrastructure for transforming a traditional services organization into an AI-asset-owning enterprise. ## Illustrative Strategic Buyer Archetypes Potential buyer archetypes could include organizations similar to: * Grant Thornton and New Mountain Capital * RSM * Alvarez & Marsal * AlixPartners * Ipsos * Kantar * Guidehouse * Baker Tilly * West Monroe * Cognizant * FTI Consulting * Protiviti * Enterprise automation platforms * Enterprise integration platforms * Data and intelligence companies * Enterprise AI infrastructure providers * PE-backed professional-services consolidators These names are intended only to illustrate the buyer thesis. They are not a predetermined outreach list. We expect the selected advisor to materially improve, expand, prioritize, and validate this universe. ## Why Buy Rather Than Build? A critical component of the transaction thesis will be demonstrating replacement cost, strategic acceleration, IP value, and time-to-market advantage. A strategic buyer attempting to recreate the platform internally would need to build and integrate capabilities across: * Agent orchestration * Model routing * Workflow architecture * AI Asset management * Trust and validation * Governance * Enterprise connectors * Permissions * Evidence management * Human review * Lineage * Replay * Outcome enforcement * Private deployment * Observability * Enterprise administration * Reporting and artifact generation They would also need to develop, validate, and potentially protect the underlying intellectual property. The acquisition thesis therefore includes several components. ### Replacement Cost What would it actually cost the buyer to reproduce the technology, architecture, implementation knowledge, and IP? ### Time-to-Market What is the economic value of acquiring the capability now rather than spending the next 18 to 36 months building, integrating, patenting, validating, and deploying it? ### Strategic Acceleration Could the buyer deploy the platform across an existing: * Customer base * Employee base * Practice group * Product portfolio * Data ecosystem * Partner network and thereby multiply the value of the underlying technology? ### Competitive Defense What happens if a direct competitor acquires the technology and associated IP first? ### IP Ownership Does acquisition allow the buyer to own differentiated, patent-pending AI infrastructure rather than remaining dependent entirely on third-party model providers and external AI products? ### Enterprise-Value Creation Can Perceive Now help the buyer transform its proprietary knowledge, workflows, methodologies, and operating intelligence into owned AI Assets that increase the long-term value of the buyer's own business? ## Potential Transaction Expectations We are not entering the process with a fixed asking price. We want the market to determine the appropriate strategic value. However, based on: * Patent-pending IP * Proprietary technology architecture * Current financing context * Horizontal platform applicability * Initial validation across 6+ verticals * Existing enterprise deployments * Customer validation * Potential strategic value to specific acquirers we are interested in determining whether a competitive process could support a transaction in approximately the: ### $15M to $30M+ range We remain open to what the market actually demonstrates. We do not want unrealistic promises. We want an advisor capable of explaining both: why the company may command a significant strategic premium and what evidence, diligence, buyer urgency, IP defensibility, and competitive tension would actually be required to achieve that premium. ## What We Need From the Advisor The selected advisor would be expected to: 1. Determine whether an IP-led strategic sale is realistically executable today. 2. Assess Perceive Now's patent-pending technology and strategic positioning from an M&A perspective. 3. Refine the acquisition thesis around AI Asset ownership, proprietary IP, and enterprise value creation. 4. Identify which strategic capabilities will matter most to different buyer archetypes. 5. Build and prioritize a serious strategic buyer universe. 6. Identify the correct senior decision-makers within those organizations. 7. Develop the teaser, acquisition narrative, CIM, or equivalent transaction materials. 8. Position the horizontal platform and 6+ vertical validation appropriately. 9. Position the patent-pending architecture and broader IP portfolio appropriately. 10. Conduct discreet strategic outreach. 11. Qualify genuine buyer interest. 12. Coordinate NDAs and management discussions. 13. Manage indications of interest and offers. 14. Create competitive tension between interested acquirers. 15. Support valuation and transaction-structure negotiations. 16. Coordinate with legal counsel through IP diligence, transaction diligence, and closing. The Founder and CEO will remain highly involved and can participate personally in strategic buyer conversations. We are specifically looking for an advisor who sees strong founder involvement as an advantage. ## Compensation — Please Read Before Applying We want to be completely transparent. Perceive Now is an early-stage company and cannot support traditional $10K to $25K+ monthly investment-banking retainers. Our maximum monthly retainer is: ### $2,000 per month We strongly prefer that this retainer be: ### 100% creditable against the transaction success fee. In return, we are willing to provide meaningful success economics. We are open to: * $2,000 per month plus transaction success fee * Lower or no monthly retainer plus enhanced success fee * Progressive success fee * Accelerated economics above agreed transaction-value thresholds We are specifically open to rewarding an advisor materially more for creating a strategic premium above approximately: $15M, $20M, and $25M transaction-value thresholds. We want the advisor to make very good money if they create an exceptional shareholder outcome. We simply cannot allocate substantial operating capital to monthly advisory fees while testing the market. If your minimum monthly retainer is materially above $2,000, please do not apply unless you are willing to make an exception because you have strong conviction in the opportunity. ## Ideal Advisor Profile Strong candidates will have: * Direct sell-side technology M&A experience * Strategic IP acquisition experience * Experience with patent-pending technology companies * Experience selling early-stage technology companies * Enterprise software, AI, or SaaS experience * Experience with horizontal technology platforms * Experience selling companies where strategic capability and IP outweighed current revenue * Experience working with founder-led companies * Corporate-development relationships * Professional-services buyer relationships * Private-equity operating-team relationships * Ability to reach CEOs, managing partners, business-unit heads, and corporate-development teams * Strong build-vs-buy analysis * Ability to position IP and strategic time-to-market value * Ability to articulate patent and technology value without overstating legal protection * Experience creating competitive strategic processes * Strong negotiation experience * Senior-level involvement throughout the engagement Independent senior investment bankers and specialized boutique M&A advisors are absolutely welcome. A prestigious firm name is less important than actual closing experience, senior attention, buyer relationships, and conviction around the transaction thesis. ## Who Should Not Apply Please do not apply if you are primarily: * A business broker * A fundraising consultant * A VC introduction service * A lead-generation agency * A sales-development agency * An appointment setter * A generic consultant without direct M&A closing experience * Someone whose process consists primarily of mass-emailing buyers * Someone focused primarily on search funds or micro-PE transactions * Someone who can only value technology companies based on ARR or EBITDA multiples * Someone unable to articulate why a strategic buyer should acquire patent-pending IP and technology rather than simply license or purchase the software ## Required Application Questions Please answer all questions. ### 1. Tell us about the last five sell-side M&A transactions you personally worked on. For each, provide: * Industry * Approximate transaction size * Buyer type * Your specific role * Whether the transaction was primarily strategic, financial, IP-led, or revenue-led * Whether you personally originated or negotiated with the buyer Confidential company names are not required where disclosure is restricted. ### 2. Have you sold an early-stage technology company where IP or strategic capability was materially more important than current revenue? If yes, please explain: * Revenue at the time * Approximate transaction value * Whether patents or patent-pending IP were involved * Why the buyer paid that valuation * What created strategic urgency * What created competitive tension ### 3. Based only on this posting, identify the first 10 strategic buyers you would evaluate for Perceive Now. For each buyer, explain: ### Why should this organization own Perceive Now's platform and IP rather than simply become a customer, partner, or build the technology internally? Generic buyer lists will not be considered. ### 4. How would you position Perceive Now's core acquisition thesis? We want your view on how you would articulate the transition from: renting AI capability to: ### building and owning proprietary AI Assets that increase enterprise value. ### 5. How would you position a horizontal AI platform with initial validation across 6+ verticals? Please explain whether you would: * Lead with the horizontal platform thesis * Lead with specific vertical examples * Create different narratives for different buyer categories * Use another approach ### 6. How would you value the IP and strategic capability? Please discuss how you would evaluate: * Patent-pending IP * Replacement cost * Time-to-market * Technology architecture * AI Asset infrastructure * Horizontal platform applicability * Multi-industry validation * Existing customer validation * Strategic acceleration * Competitive-defense value ### 7. What transaction-value range would you genuinely test? Please do not tell us what you think we want to hear. Explain what you believe is achievable and what evidence or diligence would be required to support that valuation. ### 8. Who would personally run this transaction? Please identify the senior individual who would: * Develop the buyer universe * Speak directly with buyers * Manage negotiations * Remain involved through closing ### 9. Confirm your economics. Please confirm whether you can work within: ### Maximum $2,000 per month retainer with meaningful success-based compensation upon closing. Please propose your preferred success-fee structure. # Final Note We are intentionally providing substantial information upfront. We do not want hundreds of applications. We want a small number of serious technology M&A professionals who understand the difference between: ### selling an early-stage SaaS company's current revenue and ### selling a patent-pending, horizontal enterprise AI platform with proprietary IP, multi-industry validation, and infrastructure through which enterprises can build and own valuable AI Assets. The right advisor should be able to look at Perceive Now and say: “I understand what the strategic asset is, I understand the value of the IP, I know which companies may need to own it, and I know how to create a competitive process around that thesis.” If that accurately describes your experience, we would be interested in speaking.