Financing an ecommerce acquisition is the part almost nobody explains well. Guides on buying a store spend paragraphs on due diligence and multiples, then wave at "financing options" in a single line. The market shifted under that gap in 2025, when Boopos, the lender most associated with financing ecommerce and SaaS acquisitions, stopped accepting new applications and joined Founderpath. This guide walks the paths that are actually left today: cash, seller financing, SBA loans for US buyers, and the earnout structures that bridge what a bank will not fund.
The Financing Gap, Redrawn: What Happened to Boopos
Boopos built its business lending against exactly this kind of deal: online stores and SaaS products with real, checkable revenue. Its own site confirms it stopped accepting new loan applications in 2025 and joined Founderpath in an eight figure deal; Boopos now services its existing loan book while new applicants go through Founderpath instead. Read the full story on what happened to Boopos for the sourcing.
Founderpath's own page for the partnership names a real threshold, not silence: it funds ecommerce brands with at least 500,000 dollars of last year's sales, alongside its core SaaS book and agencies doing more than 1 million a year. So the gap did not open as wide as "financing vanished." It narrowed to two specific places: a store below that 500,000 dollar line, and financing built around an asset-deal acquisition specifically rather than an existing operator raising growth capital. If your store or your deal structure sits in either gap, cash, a seller note, and an SBA loan are the tools that still cover it, each walked through below.
The Four Paths at a Glance
Four levers, and each one moves cost, speed and risk in a different direction. The detail behind every cell is in the sections below; this is the map before the territory.
| Structure | Cost | Speed to close | Risk to the buyer | Risk to the seller |
|---|---|---|---|---|
| Cash | None beyond the price - no interest, no fees | Fastest - weeks, limited only by escrow and diligence | All in the business itself, no debt on top of it | None - paid in full at close |
| Seller note | No bank fees, but the seller usually prices the risk into the rate | About as fast as cash - one more signature, no underwriting | A missed payment can trigger default terms, so they need to be written carefully | Paid over years, and only if the buyer runs the store well |
| SBA 7(a) loan | Bank interest, plus roughly a 10 percent equity injection, plus a mandatory valuation past 250,000 dollars of goodwill | Slowest - weeks of underwriting, longer once a valuation is required | A personal guarantee is standard, so the debt outlives even a failed deal | None directly - the bank carries the credit risk |
| Earnout | No cash at close for that slice of the price - it is deferred, not free | Closes on schedule; the earnout period runs after close | Running the store toward someone else's metric can pull decisions away from what the business needs | The rest of the price depends on performance after handing over control |
Cash: The Default, and Why It Still Wins Deals
Small deals often close in cash, and the reasoning is straightforward: below six figures, the paperwork on a loan or a seller note frequently costs more time than it saves, so a wire through escrow is usually the path of least resistance. A cash buyer also closes in weeks and negotiates from strength, because sellers routinely trade price for certainty. The discipline that matters is not spending the whole budget on the purchase price. Hold back real working capital for inventory, ad spend, and the payout gap while payment processing re-anchors to your own entity, or a fully funded purchase turns into an underfunded business on day one. How buyers actually mix these paths together is worth a read before you commit to any single one.
How much you actually need to put down varies by path too, and it is worth reading before you rule any of them out on assumed cost alone.
Seller Financing: The Bridge When Cash Falls Short
When a store is priced above what a buyer can pay in cash, a seller note is a common way to close the gap: the seller effectively lends the buyer part of the price, secured by the business itself. The seller financing answer on this site covers the mechanics in full; the summary is that the carried portion typically runs 10 to 30 percent of the price, documented as a promissory note with a fixed rate and schedule, and it should sit subordinated to any bank loan in the structure. A seller who agrees to carry part of the price is making a bet on the business performing under a new owner, which is exactly why serious sellers ask for a real down payment and a personal guarantee before they sign one.
SBA 7(a) Loans: The US Bank Route
For US buyers, the SBA 7(a) program is the one bank-backed path built to finance a change of ownership. SBA.gov's own page on 7(a) loans, read 11 August 2026, names a change of ownership, complete or partial, as an eligible use of the loan, with a maximum loan amount of 5 million dollars. The full breakdown of what that loan requires covers the mechanics in more depth.
Four mechanics matter more than the headline number.
The equity injection runs about 10 percent. Pursuit Lending's explainer of SBA 7(a) equity-injection rules, read 11 August 2026, puts the buyer's required injection on a full change of ownership at roughly 10 percent of the total project cost. Part of that, typically up to half, can come from a seller note instead of the buyer's own cash, so long as the buyer still funds at least 5 percent themselves.
A seller note used toward that injection has to go on full standby. "Standby" means the seller collects no principal and no interest on that note until the SBA loan itself is fully repaid. It is a real commitment from the seller, not a formality, and it is worth naming explicitly in any offer that leans on seller financing to clear the equity bar.
Asset deals push goodwill-heavy loans into a mandatory independent valuation. Most online store sales are structured as asset purchases. That protects the buyer from unknown liabilities, but it also means almost the entire loan amount is goodwill rather than hard collateral, since a store carries little in the way of real estate or heavy equipment. Current SBA lending policy, per SOP 50-10-8 as summarized by QuickRead/NACVA and read 11 August 2026, puts a line at 250,000 dollars of goodwill or intangible value: cross it, and the lender must order an independent business valuation from a credentialed appraiser before the loan can close. Budget the time and the fee for that step into your closing timeline; it is not optional once a deal crosses the line, and most real store acquisitions do.
A 20-percent-or-more owner personally guarantees the loan. 13 CFR § 120.160, the SBA's own regulation for the 7(a) program, read 12 August 2026, requires anyone holding at least a 20 percent ownership stake to guarantee the loan personally. That guarantee reaches past the collateral behind the loan and past the store itself: if the business fails and the balance goes unpaid, the lender can still come after the guarantor's own assets, so the debt can survive a deal that does not.
None of this happens on a spreadsheet the seller wrote. A lender underwrites against documents it can verify: tax returns, bank statements, and an order ledger that reconciles to the revenue claimed. That is the whole argument for verifying a store's revenue before you buy well before you walk into a lender's office, not after.
Earnouts: Bridging a Valuation Gap
Sometimes the price gap is not about cash, it is about disagreement over what the business is worth. The seller believes the growth trend continues. The buyer, or the buyer's lender, will not pay for a guess. An earnout splits the difference: part of the price is paid at close, and the rest is paid later, tied to the business actually hitting agreed revenue or profit targets after the sale. Read the full breakdown of how earnouts work in an ecommerce acquisition for the structure and the disputes to avoid.
Earnouts exist precisely because a bank will not finance projected growth that has not happened yet. The seller effectively finances the growth bet themselves, in exchange for a shot at a higher final price if they turn out to be right. Every earnout needs one thing above all else: a metric both sides can check against the same source data, not a metric one side has to take the other's word on.
Why Verified Numbers Are a Financing Asset, Not Just a Trust Signal
Every path in this guide, cash aside, runs into the same wall eventually: can the number be proven. A lender underwriting an SBA loan wants documented, consistent earnings, and will not take a spreadsheet's word for either one. A seller extending a note is really asking whether the business they are still owed money from will keep performing after they let go of it. An earnout is even more exposed: the whole structure depends on a metric nobody involved can quietly move.
Order level verification speaks to all three at once. The reasoning is the same in each case: a store whose revenue reconciles against its own real order data gives a lender the documented, consistent earnings it already asks for, instead of a spreadsheet it has to take on faith. It gives a seller extending a note an actual business record to weigh, instead of a guess dressed up as confidence. And it gives an earnout a metric both sides can check against the same source, which is the reasoning that keeps a lot of post-close disputes from happening in the first place.
Putting a Structure Together
A worked shape, not a rule: a 500,000 euro store might close on 60 percent cash, a 20 percent seller note on a three year term subordinated to nothing because there is no bank loan involved, and a 20 percent earnout tied to the next twelve months holding the trailing twelve months' revenue. Change any piece and the others move to compensate. More cash needs less seller trust. More seller note needs a bigger down payment to earn it. An earnout only works when both sides can read the same number at the end of the period.
Whatever mix you land on, get every term in writing before you fund escrow, and never let a financing conversation move faster than the diligence that should back it. The due diligence checklist for buying an ecommerce store is the companion piece: financing answers how you pay for the store, diligence answers whether you should.
Where Kairos Fits
Kairos verifies a store's revenue from its own read only Shopify order data before the listing goes live, which is exactly the kind of documentation a lender, a seller carrying a note, or an earnout clause needs to point at. Kairos does not arrange financing itself; it makes the numbers underneath whatever financing you arrange defensible. If you are financing a purchase on another marketplace entirely, the paid due diligence service reads the raw order and ad data on any listing and hands you a report your lender or your own underwriting can rely on. And when verified inventory opens on Kairos, buyers on the waitlist see stores that already cleared this bar before a financing conversation even starts.