Deals rarely die at the offer. They die at week three, after both sides have spent real time, and almost always for one of six reasons.
1. The retrade
The buyer agrees a price, does diligence, then reduces the offer over something they could have asked about at the start. Sometimes justified. Usually it reads as tactics, and sellers walk on principle more often than buyers expect.
Prevention: ask your hardest questions before you name a number.
2. The payment processor won't transfer
The most common purely technical killer. Some processor accounts simply cannot be transferred between owners, which means every subscriber must re-enter their card — and in practice you lose a chunk of them.
Prevention: establish the processor's actual transfer policy in week one, in writing, before diligence.
3. Seller's remorse
Around week three the seller realises they're actually selling the thing they built. This is real and it is not irrational. It's worse in deals that drag.
Prevention: move quickly, and keep the seller informed at every step. Silence is where doubt grows.
4. Undisclosed dependency
The traffic came from the founder's personal audience. The biggest customer is their former employer. The integration everyone uses is on a personal API key. Any of these can be fine — but discovered late, they read as concealment.
Prevention: ask directly, "what part of this works because it's specifically you?"
5. Nobody agreed what transfers
Week three, the buyer assumes the mailing list is included; the seller assumed it wasn't. Now there's a price disagreement dressed as a misunderstanding.
Prevention: the asset schedule, written and confirmed, before diligence closes.
6. Financing that never existed
The one that isn't preventable by the seller, only detectable. Buyers overstate their readiness constantly.
Prevention, for sellers: ask for evidence of funds at the offer stage. A serious buyer produces it in a message.
The pattern
Five of six are information problems, and information problems are cheapest to solve at the beginning. The deals that close are almost always the ones where both sides front-loaded the awkward questions into week one — when walking away costs nothing but an afternoon.