At Hemisphere Partners, we’ve guided many founders through the high-stakes process of selling their software companies. One of the most pivotal—but often misunderstood—milestones in that journey is the signing of the Letter of Intent (LOI).
This post kicks off a new series where we’ll explore what happens after the LOI is signed—because while the champagne might be tempting, the real work is just beginning.

An LOI is a non-binding agreement signed by both buyer and seller. It signals mutual intent to proceed toward a transaction and outlines preliminary deal terms. But more than that, it marks a turning point in the deal process: you’ve selected your buyer, and in most cases, granted them exclusivity—pausing discussions with other interested parties.

That exclusivity is both procedural and symbolic. It signals to both sides that it’s time to roll up sleeves and get serious. The post-LOI phase is dominated by confirmatory due diligence—a deep-dive review to validate everything shared during the marketing and negotiation phases.

Why does this matter? Because nothing derails deals faster than surprise. The more your buyer knows about your business—financials, strategic value, product, and yes, the skeletons—the more resilient the deal will be during this next phase. Surprises post-LOI breed distrust and often lead to retrades—or worse, a broken deal.
In the coming weeks, we’ll unpack what to expect during this period:

• What goes into a Letter of Intent
• The key workstreams that kick off once it’s signed
• How to prepare for diligence across legal, financial, and operational areas
• What “deal certainty” really means and how to maximize it

An LOI isn’t the end—it’s the starting line for the most intense part of your transaction. For founders who are serious about closing, understanding what comes next is essential.