C-Corp vs. LLC for Acq.: Weighing QSBS Benefits and Tax Considerations

I’m nearing the acquisition of a company and need to decide between forming an LLC or a C-Corp. I’m leaning towards a C-Corp due to the potential benefits of QSBS, but I want to ensure my thinking is correct.   For a C-Corp, the federal tax rate is 21%, and the state corporate tax rate is 7.5%, resulting in a combined tax rate of 28.5%. When considering the second layer of taxation on distributions (assuming a 20% tax on dividends), the effective tax rate rises to 42.8%.   For an LLC, I initially assumed a 37% federal tax rate based on the highest marginal rate for individuals. Although this isn’t the effective rate, I felt it was reasonable since most investors are likely high earners. Adding a 4.25% state tax, the total LLC tax rate would be around 41.25%. This suggests that a C-Corp could result in about 1.55% higher taxes compared to an LLC, but with the potential long-term benefits of QSBS.   A few assumptions I’m making: 1. C-Corp distributions to equity holders are taxed at 20%. Is this accurate? 2. Distributions would go to equity investors with a 1x liquidation preference, which is PIKing at 8%, and would be used to pay them back. Given this analysis, doesn't the C-Corp structure seem more advantageous overall? Am I missing anything?   Additional Context: I don’t anticipate making many distributions, as profits will primarily be used for debt repayment or M&A. I expect to make only one distribution to repay equity investors' liquidation preferences.