OperationsJul 1, 2026
Second acquisition enters confirmatory diligence
A commercial-services company with 22 years of operating history entered confirmatory diligence, joining the specialty-distribution target already under LOI.
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OpenPrivate Business Fund Multiple U.S. Markets
Circle Commerce Fund I
A diversified fund acquiring established, cash-flowing small businesses across the U.S.
Sponsored by Circle Commerce Partners 96 members participatingLast updated Jul 1, 2026
Overview
Executive Summary
Circle Commerce Fund I gives members diversified exposure to private business ownership through a single commitment. The fund will acquire six to nine established companies — each profitable for a decade or more — at disciplined purchase multiples, professionalize operations, and return capital through cash distributions and eventual sales.
Project Description
Target companies generate $1–4M of annual owner earnings in fragmented, non-cyclical niches: commercial services, light distribution, and specialty consumer brands. Two acquisitions are already under exclusive letters of intent. Each company retains its operating team, supplemented by the fund's operating partners.
Market Opportunity
An estimated 350,000 U.S. small-business owners over age 60 will seek exits this decade, while buyers for sub-$10M businesses remain scarce. This supply/demand imbalance keeps entry multiples at 3.5–4.5x earnings — a structural discount to larger private-market deals.
Investment Thesis
Diversification across companies, industries, and geographies inside one vehicle, run by a team with 22 completed lower-middle-market transactions and a realized 17% blended gross IRR on exited predecessor positions.
Current Status
First close completed at $3.15M. Two acquisitions under LOI with diligence in progress; final close scheduled for October 31, 2026.
Investment Highlights
Instant diversification
One commitment spreads across six to nine companies in different industries and markets.
Buying at a structural discount
Sub-$10M businesses trade at 3.5–4.5x earnings — well below larger private-market multiples.
Experienced acquirer
The team has completed 22 lower-middle-market transactions with a 17% realized blended gross IRR.
Underwritten to current earnings
Every target is profitable today; no turnaround stories or projection-dependent theses.
Two deals already under LOI
Capital begins deploying immediately after final close.
Conservative leverage
Maximum 50% debt per acquisition, with no cross-collateralization between companies.
Investment Terms
- Offering entity
- Circle Commerce Fund I, LP
- Investment type
- Fund Units
- Security type
- Limited Partnership Interests
- Minimum investment
- $25,000
- Maximum investment
- $500,000
- Target raise
- $5,000,000
- Maximum raise
- $6,500,000
- Price per unit
- $5,000
- Target annual return
- 13.2%
- Preferred return
- 7%
- Profit split
- 80 / 20 above preferred
- Target hold period
- 7 years
- Distribution frequency
- Semi-Annual
- Offering deadline
- Oct 31, 2026
- Accreditation
- Accredited investors (attestation placeholder)
Financials
Sponsor projections — explore how the numbers move under different scenarios.
The sponsor's underwritten projection. All figures are sponsor projections.
Projected Revenue vs. Expenses
Projected Investor Distributions
| Five-Year Forecast | 2026 | 2027 | 2028 | 2029 | 2030 |
|---|---|---|---|---|---|
| Revenue | $6,200,000 | $7,068,000 | $8,057,520 | $9,185,573 | $10,471,553 |
| Expenses | $4,836,000 | $5,513,040 | $6,284,866 | $7,164,747 | $8,167,811 |
| Operating Income | $1,364,000 | $1,554,960 | $1,772,654 | $2,020,826 | $2,303,742 |
| Cash Flow | $1,173,040 | $1,337,266 | $1,524,482 | $1,737,910 | $1,981,218 |
| Distributions | $586,520 | $668,633 | $762,241 | $868,955 | $990,609 |
Capital Stack
Total capitalization $9,800,000
Senior Debt$4.1M · 42%
Member Equity (The Circle)$5M · 51%
Sponsor Co-Investment$684K · 7%
Est. stabilized value
$12.6M
Projected exit value
$16.8M
Sources & Uses
Sources
- Acquisition Debt (per-deal)$4.1M
- Member Fund Commitments$5M
- GP Commitment$684K
- Total$9.8M
Uses
- Platform Acquisitions (6–9 companies)$8.7M
- Diligence & Transaction Costs$490K
- Working Capital Reserves$390K
- Organizational Expenses$200K
- Total$9.8M
Model your investment
Your investment$50,000
$25,000 min10 units @ $5,000$500,000 max
Per semi annual payment
$1,250
Projected annual income
$2,500
Income over 7 yrs
$17,500
Projected value, yr 7
$119,095 · 2.38x
Portfolio fit: Private Business would move from 11% to 24% of your committed portfolio with this investment.
Illustrative projection compounding the base scenario of the sponsor's target return over the full hold. Estimates only — never a guarantee.
Invest $50,000Business Plan
Business Model
Buy durable cash flow cheaply, improve it modestly, and hold. The fund underwrites to current earnings, not turnaround projections. Modest leverage (max 50% per deal) amplifies equity returns while semi-annual distributions begin once the first acquisitions close.
Use of Funds
Acquisition equity for six to nine platform companies, transaction diligence costs, and a modest working-capital reserve. Management fee is 1.75% on committed capital during the investment period.
Potential Exit Strategy
Portfolio companies are sold individually to strategic or financial buyers in years 5–7, with proceeds distributed as realized. A portfolio sale of the entire fund is a secondary path.
Sponsor
Circle Commerce Partners acquires and grows established, cash-flowing small businesses — service companies, distribution businesses, and specialty consumer brands — across multiple U.S. markets. The fund model gives members diversified exposure to private business ownership through a single commitment.
15
Years experience
11
Completed projects
6
Current projects
$87M
Total project value
Team
- EZ
Elaine Zhao · Managing Director
Former private equity principal; 22 completed lower-middle-market transactions.
- TG
Tom Gallagher · Operating Partner
Three-time operator-CEO across services and distribution businesses.
- RF
Renee Fields · VP, Portfolio Finance
Leads reporting, treasury, and member distributions across fund holdings.
Previous projects
Fund Predecessor Portfolio (9 companies)
Blended realized gross IRR of 17% across exited positions
Carolina Industrial Services
Acquired 2019 · revenue doubled over four-year hold
Track record provided by the sponsor. Past performance does not predict future results.
Documents
The complete document room for this offering.
Project Timeline
May 1, 2026
Opportunity Announced
Opportunity introduced to The Circle with preliminary materials.
May 15, 2026
Member Preview Opened
Full data room, financial model, and sponsor Q&A opened to members.
Jun 1, 2026
Offering Opened
Commitments accepted from approved members.
Oct 31, 2026
Target Funding DateCurrent
Offering expected to reach its target raise.
Dec 15, 2026
First Acquisitions Close
Capital deployed and the project moves into execution.
Jun 30, 2027
Portfolio of 4+ Companies
Key operating milestone on the path to stabilized performance.
Jul 31, 2027
Projected First Distribution
First member distribution expected, subject to performance.
2031-2033
Projected Exit Window
Targeted period for sale, refinance, or other liquidity event.
Updates
Risks
Private investments involve substantial risk, including illiquidity and possible loss of the entire amount invested. Read every factor below before committing. Projected returns are estimates only and are not guaranteed.
Market Risk
Economic conditions, interest rates, and local market dynamics may change and could reduce revenue, valuations, or the pace of lease-up and sales relative to projections.
Liquidity Risk
This is a private investment with no public market. Members should expect to hold their investment for the full target hold period; early liquidity is not guaranteed and may not be available at all.
Loss of Capital
Private investments involve substantial risk, including the possible loss of the entire amount invested. Members should only commit capital they can afford to lose.
Projection Risk
All financial projections shown are illustrative demonstration estimates prepared by the sponsor. Actual results will differ, and the difference may be material.
Acquisition Risk
The fund may fail to find enough qualifying companies at target prices, or may overpay. Deals under LOI can fall through during diligence.
Key Person Risk
Fund performance depends on the managing director and operating partners. Their departure would trigger a key-person provision but could still impair results.
Operating Risk
Day-to-day results depend on management execution, staffing, pricing, and customer demand. Underperformance against the operating plan would reduce distributions.
Sponsor & Execution Risk
Performance depends heavily on the sponsor's ability to execute the business plan, retain key personnel, and manage costs. Departure of key team members could adversely affect results.
Regulatory Risk
Changes in zoning, licensing, tax, or securities regulation could affect the project's operations, timeline, or member distributions.
Economic Risk
Recession, inflation, labor shortages, or credit-market disruption could increase costs or reduce demand beyond what the sponsor has underwritten.
Exit Risk
The projected exit depends on market conditions at the time of sale or refinance. A delayed or lower-value exit would extend the hold period and reduce returns.
Questions
Frequently asked
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Questions and sponsor answers are visible to all members reviewing this offering.
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Sponsor presentations and group Q&As are listed on the member events calendar.
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