I recently met with the owners of a company I’m pursuing under NDA. The conversation went really well with good chemistry, alignment on values, and they’re open to my IOI terms. The one sticking point is proof of funding. The sellers want to know I can get an SBA loan before they take the business off the market. Their concern makes sense because they don’t want to lose momentum if I can’t secure financing later. Here’s the challenge. Without an LOI or exclusivity, I can’t submit the deal for underwriting. From my understanding, SBA lenders underwrite both the buyer and the business, so they can’t issue a term sheet or commitment letter until they’ve reviewed the company’s financials. My IOI outlines that I plan to use an SBA loan, personal liquidity for the equity injection, and a seller note to fund the deal; essentially anredactedSBA structure. To my understanding, beyond a general pre-qual letter (which most lenders don’t provide), there isn’t much I can share without access to the business’s full financials, which typically come after LOI. I did provide my personal financial statement, but they still want to see proof of where the 80% will come from. For those who’ve been through this, how have you handled situations where the seller wants proof of funding before signing an LOI and granting exclusivity? Did you ask your lender for a conditional pre-qualification letter? Offer a short soft-exclusivity window of two to three weeks to get lender feedback? Or find another creative workaround that built seller confidence? I’d love to hear how others have navigated this stage, especially with SBA-financed deals where both sides are trying to protect their position.