1. Our Podcast is officially part of the Marketecture Media Network. Marketecture is a new way to get smart about advertising, marketing, and now commerce.

2. Welcome to our premier sponsor, Sifted Pro (sifted.eu). It’s a fitting partner, because Europe has some genuinely great startups that make highly attractive M&A targets, and they’re not easy to find. Sifted is a strong way to identify both partners and acquisition candidates that can build out your tech layer or fill gaps in a product roadmap.

Now, to the headline, and its a bit close to the heart.

The Deal

On July 22nd, Salsify, the Boston-based product experience management platform, announced it’s being acquired by Cinven, a European PE firm with roughly $50 billion in assets under management. The deal is signed and pending closing, subject to regulatory approval.

For listeners new to the category: product experience management, in simple terms, is where a brand organizes all of its product information, images, descriptions, dimensions, ingredients, etc, and gets it clean and syndicated out to Amazon, Walmart, Whole Foods, Target, and wherever else you’re shopping for product online. SAlsify effectively defined the PXM category and is a leader in the Forrester PIM Wave.

The terms are not public, management announced the deal to hundreds of employees on Wednesday morning, and the number circulating in the employee alumni network is approximately a $1 billion all-cash deal. If that’s accurate it’s roughly a 50% haircut to Salsify’s 2022 Series F mark, when TPG and Primera invested at about $27 a share at a $2bn valuation. Depending on the deal waterfall, that could mean roughly $13-14 per share to shareholders at closing.

Moelis & Company ran the sell side, led by Xiao Zhang, a respected banker in commerce & media tech. There’s no corporate development function at Salsify, so management worked principally with Moelis.

The People Side of the Story

Christian has been close to this business since its founding, so this one is personal.

Jason Purcell, Rob Gonzalez, and Jeremy Redburn co-founded Salsify out of Endeca, a Boston enterprise software company whose alumni have produced notable SaaS companies over the years, including Toast and Jellyfish. Salsify started in a small and totally sketchy office in Chinatown in 2012, and 14 years later they’ve built a $170M+ ARR business.

Jason Purcell who is now a board member and former CEO, was intentional about building a special culture, having not had a great experience at Endeca. The hiring process at Salsify was highly curated and valued a specific kind of person that was clear, kind, showed high potential and the ability to work autonomously. It was highly symbiotic and created special bond among many that continued even after people exited the business. Christian coins it the “Salsifarian Brat Pack.” Look at some of our enterprise sales folks on LinkedIn, they have traveled to multiple companies together and created other $100M+ businesses.

The third, and most important element is the customer community. The Digital Shelf Institute (“DSI”)and its conference brand, the Digital Shelf Summit is the kind of community most B2B companies of Salsify’s scale can only dream of creating - it has done the job of making the customers and the individuals as important as their relationship with Salsify. The DSI was created on a shoestring budget very early in Salsify’s building by Rob Gonzalez along with Peter Crosby and later enhanced by Molly Schonthal who developed the Executive Forum. The DSI is now led by Lauren Livak.

The Operator’s Read

Strategic value. Cinven is a new investor in commerce, and that’s significant. The established commerce sponsors, Advent, Summit, The Jordan Company, Thomas H. Lee, Thoma Bravo, Insight, are heavily invested and arguably tapped out with big positions in Rithum, Syndigo, Bazaarvoice, and InRiver. They couldn’t make another bet here. The category needed a new, well-capitalized sponsor, and Cinven is taking that seat.

What Cinven brings, above all, is its European base. Salsify’s weakness has always been inorganic investment; they consistently erred toward “we can build it better than anyone else,”. Europe is full of M&A opportunity, and Cinven’s network plus family-office and founder relationships in the region can surface targets faster and more efficiently than a US firm could. A Europe-based PE firm gives Salsify a real inorganic edge, which is exactly what PE underwrites in a value-creation plan.

Deal price. Salsify had a chance to go public and probably could have, before market conditions and some operating paper cuts got in the way. That’s fair criticism. Still, we’re in a market with far worse SaaS outcomes, and the AI risk flags on this deal were probably not de minimis, yet they cleared. Factoring in likely significant cash on the balance sheet, the headline looks like roughly a 5x trade, in a market where 3-4x is considered top of market for and non-AI related LBO’s are the exception.

Where was SAP? The strategic who should have been at the table was SAP. Salsify’s attach rate to SAP Hybris (now a sunset product), the enterprise data engine many Salsify customers use upstream, makes the industrial logic a no-brainer, especially as SAP moves down-market into territory Salsify already spans. Christian will be mystified for a long time why SAP’s CEO wasn’t frontline here.

Syndigo probably wanted this badly as the number-one competitor, but they just paid $1.2B for 1WorldSync and are heavily levered, so financing would have taken months this process didn’t have. NIQ would have been interested but its stock has been beaten down and cash on hand would have struggled.

Post-merger Integration Risk. It’s mostly the people, and there’s good news if you’re inside Salsify: European PE firms tend to be conservative with people and don’t like to break things. CEO Piyush has done exactly the job he signed up for; he’d be hard to justify swapping. The bigger challenge is retaining a leadership team that’s put in nearly a decade of long days, some of whom are about to have a big payday. The strongest signal, per secondhand internal messaging from the all-hands: employees who haven’t exercised options will be allowed to do a cashless exercise to capture the full value of their vested equity. That is in part the work of the sellers but also the PE starting on strong, positive footing with the employee base on day one.

The Deal Architect’s Read

Ayelet’s lens is people, behaviors, and how they translate into outcomes.

The press release reads like mutual alignment, a partnership, not a takeover. In a tough market, a clean all-cash deal with the team intact and a war chest is a win shareholders should be happy about. The most interesting question is how Cinven handles the community, because community is a different asset class and a premium one in the AI era. We see a lot of marketing-services deal flow leaning into experiential for exactly this reason. But you can’t just assign the IP; the value lives in the people and the trust around it, and multiple companies have failed to transfer ownership of people-driven communities. Keeping it alive post-acquisition takes real retention effort, and that holds genuine risk.

Christian’s caution: some financial buyers run a playbook that monetizes community to its detriment, layering in membership tiers and heavy sponsorships. The Digital Shelf Summit is a revenue-producing conference, but it’s also fundamentally about building community, and over-monetizing it risks eroding the value or making it feel cheap. He’d be surprised if Cinven went that route, but it’s a risk that’s played out before.

Would a European financial buyer even value the community the same way? Christian’s answer: if he were evaluating this deal and thinking about de-risking, the community is a significant retention lever. He’s confident several basis points of GRR and NRR are positively influenced by its existence, and any investor would be remiss to leave it out of the calculus.

What It Means for the Market

The bottom line: Syndigo now has a real, capitalized rival. Salsify has a partner who will do intentional M&A, and these two are genuine competitors. That rivalry is about to move to the M&A street, with both players picking up $5-15M ARR companies to batten down their hatches and modernize credibly for the AI era. Expect commerce M&A around these two to light up as soon as this closes.

Quick Hits

Tracksuit x Hall: New Zealand brand-tracking company Tracksuit acquired Hall, a Sydney startup that measures how brands show up in AI answers like ChatGPT and Claude. They’re adding AI visibility to old-school brand tracking; the team comes along. Terms undisclosed, a small tuck-in.

Neon raises $13M Series A: Neon, building the commerce and payment stack for video game publishers, raised a $13M Series A co-led by a16z and Renegade Partners, with Crafton as a strategic investor and customer. The pitch: give publishers their own D2C store so they can bypass Apple and Google’s 30% app store tax. Everyone’s trying to route around that tax; it’s a commerce-infrastructure land grab. Neon has raised $27M to date.

Other Deals from this week:

AI Digital Acquires Barcelona Creative Agency

Havas Acquires Dutch Agency SportVibes

LADbible Buys Uncovered for £27M:A Publisher Buys Its Way Out of the Algorithm

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Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Backstory

This all started around July 6th, when Bloomberg reported and Reuters confirmed that Vista was making a move on Criteo at an implied valuation “50% above” its stock price at the time. There wasn’t much detail on the offer structure, just the 50% premium headline.

Originally I speculated that Vista was leaking the story to strike up discussions or push a sale process. But I had a couple of back channels this week, and both sources suggested it might have been Criteo that leaked the story, to test the market’s reaction. That’s believable, because Criteo is something of a leak engine. Past leaks about potential acquisitions that never materialized have included Microsoft, Walmart, and a rumored Criteo acquisition of Skai a couple of years ago that never happened. Criteo appears to have a comms challenge that keeps repeating itself: rumored deals that never come to fruition. Their PR team is either not empowered to address the press, or the CEO thinks silence is golden. Either way, this is a business that, absolutely needs to be taken private.

The Headline Thesis

Here it is up front: pay 2.5x revenue ex-traffic acquisition (ex “TAC”) costs for Criteo, then run an M&A play to build the agentic commerce and media OS for retail and brands.

This is counter to a “buy it cheap” thesis. Instead it’s buy decisively, then spend another $1 to $2 billion at the top converting the story from “declining retargeter with a light agentic play” into a real agentic commerce media platform, doing it during a software winter when other interesting assets can be acquired at attractive prices and structures. Note I said attractive, not cheap.

And we have a useful benchmark: the Publicis proposed acquisition of LiveRamp, which is going through process right now. They’re both ad tech, not wildly different businesses, so a side-by-side is genuinely instructive.

Criteo vs. LiveRamp: The Side-by-Side

Revenue growth. LiveRamp is growing around 9%, a re-acceleration. Criteo has been growing about 1%, though ex-TAC the rate looks a bit higher, still low single digits. LiveRamp is principally a subscription business with ~107% net retention; Criteo had been deteriorating and guided to low single digits.

But growth quality is where it gets interesting. LiveRamp’s 107% retention is real today, but everyone is already talking about the churn LiveRamp will endure once Publicis owns it. Firms competitive to Publicis will likely not stay on the LiveRamp platform if it’s owned by Publicis. That 107% is very much at risk. On the Criteo side, its largest retail media client cut managed services, roughly a $25M hit in 2025 scaling toward $75M by October 2026 (Roundel and Uber Eats stepping out). But exclude that churn and the TAC, and retail media grew +16%, against a category growing 20-30%. So it’s roughly representative of the market. Churn risk needs to be priced into any PE deal here, but side by side on growth quality and retention, I think they’re closer to equal than people assume.

Revenue type. LiveRamp is true SaaS, 76% subscription, 24% marketplace and other. Criteo is largely transactional media economics, no subscription, revenue is ad spend flowing through the platform in a space where spend is growing 15%+, with Europe as long-term upside. Ex-TAC that’s about $915M. On mix, LiveRamp is unquestionably more attractive because it’s recurring. But here’s the counterpoint: a lot of subscription models are under fire in the agentic era. As a buyer, you might argue Criteo carries less risk precisely because you already know the transactional risks you’re working through, in a climate where the market is moving to tokens, transactions, and success-based pricing. The heart of the multiple gap is Publicis paying ~3.1x for recurring subscription revenue with 107% retention that I think is at risk, while Criteo is selling media outcomes priced every quarter.

EBITDA. Case in point #1; LiveRamp’s adjusted EBITDA is ~$185M. Criteo’s adjusted EBITDA is ~$407M. Criteo is the more profitable business on comparable footing, yet it commands roughly a quarter of LiveRamp’s EBITDA multiple, ~3.5x versus the ~13x proposed for LiveRamp.

Free cash flow. Case in poing #2; LiveRamp’s free cash flow is ~$166M (20% of revenue), with $379M cash on the balance sheet. Criteo has ~$211M in free cash flow (~18% of revenue ex-TAC), $371M cash, and no long-term debt. Both are cash compounders. At the rumored $1.4B equity value, a buyer gets Criteo at roughly 7x free cash flow before any leverage.

So the more you compare these two, subscription conversation aside, the more the financials look similar. They do different things in the market, but the asset quality is comparable. Which is exactly why the Vista lowball in my view is exactly that.

Caveat: we’re not comparing apples to apples in another way, Publicis is a strategic buyer, and strategics pay up. Vista is a financial buyer and more value-oriented. But Vista is typically fine paying 10x+ EBITDA for the right software business. So there’s still a gap.

The AI option value nobody’s pricing. Criteo was the first ad tech partner in OpenAI’s ChatGPT ads pilot. In May they said AI-referred conversions were 2x search in some categories, promising, if early. They also have agentic commerce recommendation services, which is a fast evolving facet of commerce. None of that appears reflected in the offer. The real asset underneath it all: 225 retailers and 4,100 brands. I look at the value as those 4,100 brand customers you could cross-sell and those 225 retailers, and what you could do with that network once it’s private and out of the spotlight.

The Bull Case, and the Christian Math

So this is a bull case: offer $58 a share, roughly $2.9 billion in equity value. That’s 2.5x revenue (not the three-to-four I threw out last week; I’m checking myself), roughly 7.1x adjusted EBITDA, and about a 200%+ premium to the undisturbed price against a ~$1.13 billion market cap business.

I know, a ~200% premium; follow me. Criteo has had trouble getting itself unstuck. This is a deliberate payup versus a rumored ~$29 bargain bid, and a price like this is one no board can responsibly ignore. They’ll be hard pressed to run a long, drawn-out formal process with this kind of offer on the table. It’s a clean mandate to transform the business. The thesis isn’t buy cheap, it’s buy decisively.

The M&A Play: Fixing Criteo’s Biggest Gap

What’s the number one gap in Criteo’s business today? No Amazon and no Walmart, the two most material retail media players. Two ways to solve it, plus one interesting play to upsell to brands and retailers.

Skai. Acquiring Skai gets you into the omnichannel media buying platform brands and agencies use, plus search, social, and some retail networks. The kicker: Criteo and Skai already know each other from prior rumored talks. This is probably the more value-oriented deal (not cheap, but value-oriented with good structure).

Pacvue. This gets you Amazon, Walmart, and Instacart muscle, a great diversification from Criteo’s current ~225 retailers. The wrinkle is that Pacvue also owns Helium 10, which doesn’t obviously fit Criteo’s post-acquisition life, but that’s solvable through a spinout.

Digital shelf analytics. For the 225-retailer base, a digital shelf analytics platform (Shalion, eStore Brands, and others) is very fitting, addressing content, pricing, availability, share of search, and increasingly media activation and closed-loop measurement. Profitero was acquired by Publicis, so this is defensive, and it adds revenue and capability that brands and retailers need.. You could also look at the Aperiam VC portfolio Kevel or ID5.

In closing, that is my bull case, love it or not; that is the play I would run if it were my decision and capital on the line.

The Week in Deals

There were seven or eight deal announcements this week; here’s the full run, which we’re increasingly moving to the Substack because there are too many to cover on air.

Agency & Media

Podean → Social Commerce Club (announced Jul 15; closed June). Rationale: bolt on TikTok Shop expertise so client wins carry across to Amazon, Walmart and owned-site sales. Price undisclosed (confirmed by SCC’s sell-side advisor, Tower Partners). Podean is the largest independent global marketplace agency (465 people, 21 countries, $600M+ media spend), backed by Mountaingate Capital. SCC is a TikTok Shop “Platinum Partner,” founded 2024, 70 specialists (HeyDude, Hanes, Playtex). This is Podean’s 6th acquisition in 9 months.

Brand Revolution → DDMC Event Design + Alice Events (announced Jul 10). Rationale: adds large-scale event and media capability across EMEA. Price undisclosed. Brand Revolution is an Austin-based global creative agency, 200+ staff (Owala, Dell, Crocs). DDMC is a Brussels event-design shop (Paris, Strasbourg, Lisbon). Note: it’s two entities, not one.

Clario Group → Ted Miller Group (announced Jul 14). Rationale: adds tech-sector storytelling and media relationships, plus a Miami foothold. Price undisclosed. Clario Group is an NY “AI-native” strategic comms firm. TMG is a Miami boutique PR shop (~7 yrs); founder Ted Miller joins as EVP, Communications.

Geben Communication → LBR/PR (announced Jul 10). Rationale: LBR brings deep media relationships and national placements; its clients gain Geben’s social, content, paid and AI-enabled research. Price undisclosed. Geben is a Columbus, OH PR firm (founded 2009, Heather Whaling). LBR/PR is an NYC shop (11 yrs, Lauren Banyar Reich).

Meet The People → The LOOMIS Agency + iluminere (announced Jul 13). Rationale: plant a flag in Dallas and round out the full-service offer for mid-sized clients. Price undisclosed. MTP is an independent holdco (founded 2021, backed by Innovatus Capital), now 12 brands, 850+ employees. LOOMIS is a Dallas challenger-brand specialist; CEO Mike Sullivan stays. Note: two brands, not one.

Brunner → AdSkate (announced ~Jul 16). Rationale: creative intelligence now matters as much as media intelligence, AdSkate shows not just what’s performing but why. Price undisclosed. Brunner is a Pittsburgh agency (founded 1989, 150+ staff; Aerie, Mitsubishi NA). AdSkate is an AI creative analytics platform (2019, Carnegie Mellon ecosystem); brand retained, CEO Akaash Ramakrishnan becomes Brunner’s senior director-AI.

Stirista → Alesco Data (announced Jul 15). Rationale: extend Stirista’s identity-driven platform with customer-data and analytics depth, the hard part is no longer collecting data but making sense of it. Price undisclosed. Stirista is a San Antonio data-driven marketing firm (proprietary audience data + ESP + DSP); CEO Ajay Gupta. Alesco is a customer-acquisition data provider; president Paul Theriot keeps leading it.

Drake Cooper → Gigasavvy (announced Jul 14). Rationale: extends Drake Cooper’s Southern California footprint and gives Gigasavvy’s people a bigger platform, they become employee-owners. Price undisclosed. Drake Cooper is a Boise, 100% employee-owned independent; CEO Mindy Stomp. Gigasavvy is Laguna Beach, founded 2008 (HI-CHEW, Toshiba, AAA); brand being retired, OC office stays. Only real number available: Gigasavvy 2025 revenue $11.1M [OCBJ, 7/14/26], that’s a size stat, not the deal price.

Commerce

Instacart → Arpalus (announced Jul 16). Rationale: get real-time computer-vision visibility into what’s actually on store shelves, since undetected out-of-stocks drive substitutions, cancellations and lost trust. Price undisclosed (no figure in the release; SEC full-text search returns zero hits). Instacart is Maplebear (Nasdaq: CART); 2,200+ retail banners, ~100k stores. Arpalus is an Israeli-founded computer-vision shelf-intelligence co. (founded 2019, CEO Ofir Zilberberg); >95% shelf-item accuracy on a phone camera. Tech extends to Caper Carts; feeds “Store View” (piloted w/ Sprouts).

Whatnot → Shaped (announced Jul 15). Rationale: push recommendations closer to real time, because live commerce is a uniquely hard ranking problem, inventory changes by the second and intent shifts mid-show. Price undisclosed (Whatnot is private; no figure anywhere). Whatnot is a livestream shopping marketplace (2019, LA; ~900 employees; >$6B goods sold in 2025; $225M Series F co-led by DST Global + CapitalG at $11.5B [Crunchbase News, 10/28/25]). Shaped is developer-first real-time recs/search infra (YC W22; ~$9.9M raised: $1.9M seed + $8M Series A led by Madrona). Founder Tullie Murrell + ~a dozen engineers join and will lead a new Applied AI Research group, a team-plus-tech deal with acqui-hire economics, but never labeled one.

Cytronic, $13.5M seed (announced Jul 15), a funding round, adapted scope. Round: $13.5M seed, led by Slow Ventures [Axios Pro, 7/15/26]. What/why: SF robot-first fulfillment operator that runs its own automated warehouses as a direct replacement for legacy 3PLs, claiming 30-60% fulfillment cost cuts for DTC brands. It takes balance-sheet and operational risk rather than selling robots, and expects a Series A by year-end. Founders: Kevin Gibbon (CEO, third-time founder; previously Shyp and Airhouse) and Scott Moen (CTO, robotics/logistics, Airhouse alum).

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Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/

In/organic Podcast: Insights on M&A in Commerce & Media

We break down lower-middle market M&A in commerce and media, and tell the stories of the operators and investors behind the deals.

By Ayelet & Christian

Two venture rounds worth noting this week, both at the intersection of AI, marketing, and commerce.

GeoSurge, a London-based AI company, raised a $12M seed led by Albion VC, with Play Ventures and Octopus among others. It’s data infrastructure for brand visibility inside generative AI, the AIO/GEO space that’s emerging as the successor to SEO. Not the first player here, though. In commerce, ReFiBuy raised $13M for a similar thesis. The point is that an entire new sector of AI companies is forming around one question: how do you make sure your brand is visible inside ChatGPT or Claude when someone asks for answers?

Vendelux, a New York-based firm, raised a $50M Series B from Tribeca, with HubSpot Ventures and FirstMark participating. This is AI-powered B2B event marketing intelligence. It helps companies figure out which conferences to attend by tying together where your prospects will actually be. The bet: as AI floods digital, in-person gets more valuable, but only if you know the prospect you want is going to be in the room.

That’s an interesting bet in light of Cvent paying more than $300M for Goldcast a while back. Our prediction: Vendelux gets acquired by Cvent for around half a billion dollars before they reach a Series C.

The Feature Deal: Vista Wants to Take Criteo Private

Vista Equity Partners, alongside hedge fund Quenti Capital, has proposed taking Criteo private. The board hasn’t responded publicly yet, so this is just what we know. They offered a 50%+ premium to where the stock traded before the news, roughly $28-30 a share. The stock jumped about 20% on the report to around $23, putting Criteo near a $1.2 billion market cap, which is the value of the offer net of cash.

The context that matters: Criteo had filed to re-domicile from France to Luxembourg, specifically to make a US take-private legal. That was announced in October 2025 and completes in Q3 2026. In other words, Criteo built itself an escape hatch before any of this became public.

The revenue debate worth understanding

Two credible voices on LinkedIn framed the situation differently, and the gap between them is the whole story. Chris Sheldon noted that Criteo’s retail media revenue was reported down 32% last quarter, and that PE bid a 50% premium regardless. Ken Kubec, a former operator turned banker now at FE International, countered that per Criteo’s own filings, the decline was mostly optical, driven by an accounting change plus two large clients rolling off (Target’s Roundel and Uber Eats). Strip those out, and the underlying retail media business actually grew about 24%.

That distinction is critical to understanding why a buyer would pay a 50% premium on what looks, on the surface, like a declining asset.

For context: Criteo is a Paris and New York ad tech company with a few thousand employees and a newer CEO who came in February 2025. Vista is a large enterprise software PE firm (PitchBook currently shows ~$103B AUM with ~$11B in dry powder, and a track record cited around $350B in deals over time).

The Operator’s Read

Framed through four dimensions: strategic value, deal price, comms strategy, and post-merger integration risk.

Strategic value. Borrowing Ken Kubec’s thoughts: value in ad tech is migrating off the impression, off the demand and supply side, toward two things, first-party data and the demand model on top. Criteo sits on both, with closed-loop purchase data for 235 retailers (with an asterisk) and its new self-service platform, “Go”, pitched against Google’s PMax and Meta’s Advantage+. AppLovin proves the market will pay a premium for the data and the model, together.

But here’s the question: is Criteo in the middle or at the center? Meaning, are they a genuine value-add, or a tax? Of the ~235 connections Criteo offers, only a fraction carry meaningful volume. Drawing on Christian’s ChannelAdvisor experience (which had ~1,000 marketplace connections but where only the top 10-15 drove most of the volume), Christian argues the top retailers are more of a tax that is often not fully appreciated by brands because its easy enough to built to those channels AND most brands don’t want or need all of them. The real potential value sits in the long tail. The challenge with the long tail is lower ad volume and less platform sophistication, which impairs Criteo’s ability to feed value-added data back to advertisers. That’s precisely where a strategic acquirer’s opportunity could lie: putting Criteo in a position to do more with the network it’s already built.

Deal price. Based on the numbers, this looks like roughly $400M in profit, making it about a 2x EBITDA deal. Vista’s usual problem entering software companies is paying 10-20x and needing everything to go perfectly. Here it’s a couple of turns of EBITDA on a business throwing off ~$200M in cash with fixable inefficiencies. That’s a cheap offer for the franchise. Even with Criteo’s challenges, this asset should arguably trade at three to four times EBITDA based on current market conditions, not 2x. .

Comms Strategy. It’s messy because this is a public company. Lawyers for Vista, the hedge fund, and Criteo have almost certainly been talking behind the scenes, but Vista chose to go public with the offer, likely to pressure the Criteo larger investors to push the board to the table, or possibly draw out a competitive bid that turns this into an auction where Vista or any other buyer pays a price the minimizes, but does not eliminate the risk of shareholder lawsuits. Either way, the lack of any public response so far is telling.

Post-merger integration risk. Criteo needs product oxygen and operating efficiency. But this is a French-based firm, and as we discussed with the Vibe.co deal, “operating efficiency” on large French headcounts is not easy or cheap to execute. Criteo needs not just product innovation but probably some M&A, and Vista is good at the latter, less so at doubling down on innovation. The risk: the Vista playbook isn’t an exciting story for the ~900 engineers in the business.

The Deal Architect’s Read

Ayelet took the view of incentives and the people behind the behaviors.

Start with the structure of the business: Criteo has two sides, retail media and retargeting. The market is treating the whole thing like it’s dying, but the side that actually matters is growing. Once you understand that, the incentives make sense.

What does Vista want? Something the market has mispriced that they can buy at a ‘reasonable’ price, take out of the public-market pain, and use to own an agentic commerce option. Criteo’s current AI integration with ChatGPT is real but half-baked, exactly the kind of thing a focused owner could sharpen.

What does Criteo want? Its shareholders want to stop watching the stock drop. The company is cash-rich and has weathered tough positions, but it’s been optically punished, so a good outcome in the public market was unlikely.

So the real gap isn’t between buyer and seller. It’s between what the public sees and the reality of the business. Criteo needed a new place to swim without the weights on, and whether that’s a pool or an ocean, it needed out of the current tank.

The unfair part, as Christian put it, is that a public company living quarter to quarter off investor calls often can’t do the housekeeping it needs to do. Criteo’s 52-week high was around $26 and it was swimming around $15 before the news; the pop to ~$22.76 shows there are still fishing weights hanging off the stock even amid the speculation.

The simplest way to sum it up: Criteo is an example, not the exception. As Ken Kubec put it, there’s a long list of orphaned, profitable, cash-generating software and data companies stranded below their intrinsic value because the market narrative soured. Criteo is PE target number X. DoubleVerify, PubMatic, Magnite, PE is coming for you.

This show isn’t over; we could easily see this deal get traction around the three-to-four-times range with another bidder at the table.

Quick Hits: Two Deals, Two Opposite Structures

Descartes Systems Group acquires Driven. One of Christian’s favorite acquirers, Descartes (NASDAQ/TSX) bought Driven, a Chile-based AI route optimization, last-mile delivery, and fleet telematics platform serving Latin America. The rationale: extend Descartes’ routing and last-mile capabilities into LatAm. The structure is up to $35M, $30M cash up front plus $5M in potential performance earnouts. What’s great about Descartes is they always publish the price no matter the size, which gives the market a read on how public buyers value smaller businesses. We don’t have Driven’s metrics, but it’s likely a low multiple.

Banzai acquires ConnectAndSell. Banzai, a small public martech co with about 150,000 customers (reportedly including Amazon), bought ConnectAndSell, an AI sales tool, for $13.2M, more than 3x Banzai’s market cap, roughly doubling revenue at an 86% margin. The structure is interesting: $5.5M was paid in cash; the rest was seller note and stock, so nearly 60% of the deal is paper. The seller took most of it on paper, betting on the upside rather than cashing out.

ConnectAndSell has roughly 50 employees in the US and 20 in India, and this reads like the kind of deal where both companies needed it, a “better-together” that could practically have been a merger even though it wasn’t publicized as one. It’s the exact structure we talk about constantly: when two businesses need each other about equally, you can build a deal that’s attractive to both sets of investors and founders, with the upside sitting in the combined capital appreciation.

Other Deals we did not cover on the live show:

• Miroma Group x Ad Results Media: London’s Miroma takes a controlling interest in the top US podcast/audio ad agency, buying control from PE firm Shamrock Capital (the one you keep joking about inviting on the show), which keeps a minority. Expands Miroma’s audio/podcast reach.

  • Chris Erwin did a great write up on this deal, here.

• Accenture x Mjølner Informatics: Accenture adds a Danish digital-engineering/software group, deepening its Nordic product-engineering bench. (Accenture “at it again” — cadence beat.)

• Lumine Group x Imagine Communications: a Constellation Software–style permanent-capital serial acquirer buys broadcast + AI ad-monetization tech and runs it autonomously. (This was my recommended quick hit for feature-fit — patient capital consolidating media tech.)

• FINN Partners x Honner: FINN acquires a 25-person Sydney financial & corporate communications agency, opening its Australia presence.

• Havas x MUT: Havas picks up a Barcelona experiential-marketing agency, extending its Spain/experiential capabilities.

That’s all for this week, have a great weekend!

Ayelet & Christian

Two venture rounds crossed the line this past week, and both point at the same target: replacing manual campaign labor.

JustAI, a San Francisco-based AI-native marketing platform, raised a $17M Series A led by Base10, with Y Combinator and Peak XV also participating. The pitch: coordinated AI agents run strategy, creative, and decisioning, so one marketer gets the leverage of a whole team. CEO Neha Mittal (ex-Twitter, ex-Pinterest) claims roughly 5x ARR growth in about two years. Angels include the HubSpot CTO and people from Anthropic, Chime, and Notion.

Concord, based in New York and Paris (one of several Paris startups in the media mix right now), raised a $3M seed from a16z, Drysdale, Motier, and Better Angle. Their pitch: agents turn a brief into live campaigns and pace spend across DV360, Meta, Amazon DSP, The Trade Desk, and TikTok. It’s programmatic solve-decisioning, automating what they call the execution grind.

Here’s why Concord matters. Go inside many independent agencies and you’ll find teams trying to manage programmatic across channels, which is genuinely hard because every channel is different, the measurement is different, and the incrementality is different. Of course a startup would attack this. So a flag for independent agencies and anyone vibe-coding their own tooling with AI: not so fast. These startups are coming for it. One note worth flagging, given what’s next: Arthur Querou, CEO of Vibe.co, is an investor in Concord.

The Deal: Walmart Connect Acquires Vibe.co

On June 23rd, during Cannes Lions week, Walmart Connect (Walmart’s retail media arm) agreed to acquire Vibe.co, a self-serve connected TV and streaming ad platform. Think of it as the Google Ads of streaming. The deal is agreed but not yet closed, with a target close by the end of fiscal 2027. It’s a proposed full buyout.

For scale: Walmart is a ~$900B market cap company with over 2.1 million employees and roughly $713B in projected FY26 revenue. CEO John Furner took over in February 2026. The deal sponsor was Ryan Mayward, SVP and GM of Walmart Connect.

Vibe.co was founded in 2022, headquartered in Paris and New York, led by co-founders Arthur Querou (CEO) and Franck Tetzlaff (CTO), with about 190 employees. Roughly $100M in revenue and $78.9M in total funding since 2022 (a $6.4M seed, a $22.5M Series A, and a $50M Series B in 2025 at around a $410M valuation). The Wall Street Journal reported the deal at $1.4B, roughly $1.2B in cash plus about $180M in founder retention over four years. Against the revenue, that’s roughly 12-14x.

The Operator’s Read

This is a capability add, the missing demand activation layer of Walmart’s CTV stack that they’ve been building toward for nearly two years. Vibe.co slots in and makes TV ads easier to buy and measure.

The TAM question is worth sitting with. Global CTV is estimated around $42B, with the US market expected to reach ~$38B. Those aren’t enormous numbers. CTV is the fastest-growing major format at roughly 14-28% year-over-year depending on region, but Brian Wieser and his colleague on the Madison and Wall podcast raised a real drawback: they think performance TV is largely cannibalizing local TV budgets, with local at around $20B to be captured. The implied question is whether the growth rate eventually caps out. There’s plenty to capture now, but the ceiling may be lower than the hype suggests.

Still, at ~$1.4B for a ~$100M revenue business, if Walmart holds its retention, it’s a great deal and a clean capability add. Call it a three-to-four-year purchase. The price is a rounding error for Walmart, which has billions to spend on M&A. This is capture-the-flag for the next couple of years until the next set of problems arrives, and believe me, more problems are coming.

The real risk is integration. Vibe.co is a fast-moving startup (4.5 Glassdoor rating across 47 reviews); Walmart sits around 3.4-3.6 depending on whether you’re looking at retail or tech, which is expected at that headcount. When you fold a tech company into a large corporate, things slow down, and that can drain the fire that makes the magic. Then there’s the France factor. Acquiring roughly 60 employees in Paris is genuinely harder than it sounds; this is a statement about French labor rights being wildy in favor of the employee. For example, employees have strike rights, function much like union employees, and resist change unless deeply involved. Walmart surely knows what it’s getting into, but the equity treatment for French employees ahead of closing and the broader people dynamics really matter here. The people side is what makes or breaks this deal.

On market position, Ari Paparo said it best: the winners are the likes of MNTN, Tatari, Roku, and Pinterest. The biggest loser is The Trade Desk. Walmart used to be exclusive with them. Soon, Walmart will essentially own a bidder.

The Deal Architect’s Read

Think about what they optimized for. The flex here is the number and the outcome. They didn’t just take the top of the market, they took it from the one buyer who could hand them something no other could: Walmart shoppers and their first-party purchase data. Best outcome and biggest platform for what they built, at exactly the right moment. That’s a bragging right.

Here’s the make-or-break. That reported $180M retention over four years, the golden handcuffs, isn’t a bug deal for a company Walmart’s size, but it signals where they placed the value: Walmart sees real risk if the founders walk. The catch is that even after investors take their cut of the cash, the founders are walking away set for life. $180M doesn’t hold people who don’t need it. The real risk isn’t financial, it’s human. How do you keep two founders who just won and cashed out hungry inside a massive company? Or do they check out the day it stops being fun?

SPS Commerce Sells its 3P Business (back to its founder)

A while back, SPS Commerce acquired Carbon6 for $210M. This week they carved out the 3P recovery piece of that business, Seller Investigators, and sold it for $9.5M in cash while booking a $20M loss on the sale. They didn’t say who bought it.

Carbon6 co-founder Justin Cobb claimed in a now-deleted LinkedIn post that he bought the business back from SPS. It surfaced that the LinkedIn post had been indexed by Google but scrubbed from LinkedIn, which suggests SPS is trying to save some face on selling an asset back to a founder, we guess. The strategic logic is clear, though: SPS is exiting 3P to double down on 1P, their core (they spent $206M on SupplyPike a couple of years ago, largely a 1P play). No surprise on the direction. The only real curiosity is the confidentiality around a founder buyback that everyone will eventually figure out anyway.

Quick Hits: The Summer of Add-ons

There’s been so much activity this past month that keeping quick hits to three or four feels unfair to the deals. So, a fuller run:

• Revmatics acquires DataFeedWatch from Cart.com — building a product feed engine onto Revmatics’ agentic AI. Price undisclosed; likely some cash and stock, with Cart.com taking equity in Revmatics.

• Moburst acquires Hyperzon — adding dedicated Amazon marketplace muscle to a full-funnel offering. Price undisclosed.

• The Independents takes a majority of Phantasm Group — a Paris production collective across film, commercials, and photography, to push luxury clients into entertainment and long-form storytelling.

• Samba TV acquires Bestever (AI) — pairing autonomous ad creative with Samba’s first-party data for an agentic advertising engine.

• Yes& acquires Modo Modo — an Atlanta-based B2B agency; deep in B2B branding and sales enablement, and Yes&’s third B2B buy in 18 months. B2B remains a hot category.

• Arketi Group acquires Sperling — a Boston-area digital shop, adding AI and marketing depth plus paid social and UX to an Eastern Seaboard footprint (via MediaPost).

• Martis Capital takes a majority stake in Deerfield Group — a healthcare and life sciences marketing agency, from Edgewater. Growth capital to expand capabilities for pharma tech clients. Price undisclosed, but per Axios Pro, roughly a $280M investment at ~12-14x EBITDA.

That Deerfield number points to something important for our PE and banker friends: there’s a very consistent marker for agencies, regardless of category, in the 12-14x EBITDA range. If you can break past 14x into 16-19x, you’re turning yourself into something strategic. It’ll be interesting to watch for evidence of strategic buyers paying outsized valuations for agencies with something genuinely strategic to offer. But 14x is the consistent gravity line right now. (MNTN’s numbers land similarly.)

Final Thought

Every summer gets a name. This one is add-on summer. Maybe it gets to 500 deals before Labor Day.

Chris Erwin of RockWater published a standout newsletter on the deal late on the Friday after our own breakdown, and frankly, it was just good. So we brought him on for a special edition to share his expert POV. Chris runs a sell-side practices in the creator economy, and his framing on this deal is worth a read/listen.

They Sold the Engine and Kept the Garage

Start with the structure, because most coverage gets it wrong.

A decade ago, Whalar Group founders Neil Waller and James Street made a portfolio of creator economy bets. The bet that grew fastest and largest was Whalar Agency, the brand-focused services business. That’s the piece they sold to Accenture Song. What they kept is the rest of the portfolio: the talent management business (Sixteenth), the technology operating system (Foam), a gaming studio (Umi Games), the creator campus (The Lighthouse), and more, all of it more creator-facing than brand-facing.

Chris’s framing: they sold the engine and kept the garage…

What makes this unusual is the founder outcome. Most entrepreneurs sell the big business and then have to restart from scratch. Neil and James are doing the opposite; they monetized the proven core and are continuing to build from a portfolio that already has traction, momentum, and tailwinds behind it, now enhanced by a strategic partnership with Accenture Song.

The Partnership Nobody Has Details On

The terms of that multi-year partnership weren’t disclosed, but the founders described it as material and meaningful. Chris’s read on where the value flows is that it’s mostly Accenture providing value to Whalar Group, not the other way around. His logic:

First, infrastructure and reach. Accenture has offices in roughly 120 countries. As Whalar Group expands internationally, that kind of global footprint is enormously valuable.

Second, technology and data. Accenture’s measurement, attribution, and data capabilities can be brought to bear on Whalar Group’s creator-facing businesses, letting them optimize their work and prove success in ways they couldn’t on their own.

Third, enterprise client access. Whalar Group gets a door into Accenture’s enterprise client base. As they look to build larger, more premium creator partnerships, Accenture can open those doors fast.

And fourth, capital. There may be a world where Accenture writes checks off its balance sheet to fund additional Whalar Group bets in the creator space.

One caveat: Christian added from experience: co-selling through Accenture is a very different motion than running a 200-person agency. It means a lot of meetings, a lot of pitching, and working your way into MSAs alongside Accenture MD’s, Client Leads, and their teams. There’s a lot of good that can come from it, but the selling cycle is much different than what they have known to this point - even if they have a couple proof point experiences leading up to now.

The Largest Creator Economy Deal Ever?

Neil Waller told AdWeek this was the largest creator economy transaction, implying more than $500M in total consideration. That figure wasn’t independently verified, and an outside M&A advisor pegged the agency’s enterprise value at around $225-300M. Both can be true, and understanding why requires looking at structure.

With terms undisclosed, Chris goes to market precedent and buyer precedent. From Accenture’s public filings, two things stand out. First, Accenture allocates roughly 15-20% of its balance sheet to M&A annually, and has a long track record. Second, the Droga5 deal gives a usable template; when Endeavor went public holding a roughly 49% interest in Droga5, the filings revealed a portion of consideration paid upfront and a meaningful amount paid over time, likely tied to KPIs and milestones.

Layer on the general industry precedent from the deals RockWater advises on, and a picture emerges. The creator space is fast-growing, sexy, and exciting, but it still carries a lot of unknowns, so buyers routinely put structure into deals to mitigate downside risk. What’s likely true, reconciling both Neil’s framing and the outside advisor’s estimate: a meaningful upfront payment, possibly in the hundreds of millions, plus a meaningful earnout tied to revenue or margin milestones over a multi-year term.

On earnout norms, Chris and Ayelet drew a useful line for listeners. On larger, more material deals like this one, earnouts typically run three to five years. On smaller deals, say sub-$100M EV, you’re more often looking at two to three years. There’s also a distinction worth making between an earnout period and a founder commitment period; a deal might carry a two-to-three-year earnout but a five-year employment commitment from the founder, especially where a long commercial partnership is also in play.

The Significance of Media Spend

Christians’ thesis: part of what Accenture is buying here is creator media spend. Chris agreed, and frame why.

Consulting businesses like Accenture make billions in strategy fees serving the C-suite, the CEOs and CFOs. Over the past decade or two, they realized the CMO and the marketing suite represent a major, underserved service need. They watched the agency holding companies, Publicis, WPP, and others, generate billions in fees against global media spend reaching into the hundreds of billions of dollars. So the consultancies started investing in marketing service capabilities as a major new growth driver.

Through that lens, agencies look at deals through three value drivers: more clients, more services, and increasingly, technology and first-party data.

Apply that to Whalar: Accenture Song’s enterprise clients have started doing more social and influencer marketing, often through third parties. Now they can bring those capabilities in-house as those social budgets grow. That’s value driver one.

They get access to Whalar’s client list, a mix of Fortune 500 companies and social-native, up-and-coming DTC brands that will need a more diverse set of media and marketing services as they mature. That’s a strong cross-sell opportunity, and value driver two.

And the real unlock: Whalar’s creator marketing business carries years of historical performance data. As more creator spend shifts toward performance, which is what unlocks the $100B+ media budgets everyone gets excited about, you layer Accenture’s measurement and attribution capability on top, and suddenly you can drive higher ROAS for clients. That makes the competitive offering better and unlocks far more media budget.

That, Chris and Christian argue, is the real value driver for the deal. And it’s why the materiality of the number matters; a meaningful headline price brings along with it all the other things, measurement, media planning, media strategy, media execution, that Accenture can sell in a bag. The number has to be material to make the surrounding services and tech material too.

The “Do No Harm” Integration Era

On integration, Chris made a point about how the best M&A actually gets done. This wasn’t an auction where a buyer meets a business for the first time and tries to integrate within six months. Accenture and Whalar had a prior working relationship, collaborating on client campaigns for over a year before the deal. Both sides learned what worked, what could be better, and how to grow the relationship, and both got positive signals that led to the transaction.

Accenture has bought hundreds of companies, and Accenture Song has acquired 40 agencies, so they have a strong PMI playbook. And we’re now in what we’ve been calling the “do no harm” PMI era, driven largely by how people-heavy the agency world is. Acquirers do everything they can to make it a great experience around the table, because in these businesses the value walks out the door every time a member of the team exits.

Accentures Next Acquisition

The closing question: what’s next? Chris pointed to the full stack of jobs to be done in creator marketing, everything from creator discovery to contracting, account management, affiliate, analytics, measurement, and attribution. Accenture Song will likely buy additional capabilities along that stack. They bought Superdigital last year, a creative and social media management shop, and now they have the scaled influencer and creator marketing business. More bolt-ons are likely.

But here’s the structural problem: there aren’t many large-scale independent creator marketing companies left. A lot have already been acquired. WPP rolled up Village Marketing and Goat. Publicis has been on a tear with Influential, Captiv8, and BR Media Group. So the list of remaining scaled targets is short. Chris and Christian see the same thing. The space is growing fast, and a lot of the most interesting companies are still small because there’s so much innovation happening.

Christian wonders whether Accenture Song eventually chases a few billion dollars in performance media spend, because performance media and influencer/creator pair so well, performance being lower-funnel and influencer/creator being mid-to-upper-funnel. It’s about filling the whole basket. Chris agreed the next wave is creator commerce; Accenture likely already has traditional media capabilities in TV and display, so the gap is performance media, social channels, affiliate, and the modern retail media networks capturing more and more budget. We’re already seeing early movement there, like GCP backed a company called Third that acquired Sapphire and Orca, and Chris expects a lot more deals to come in that creator marketing space.

Chris Erwin is the founder of RockWater, an advisory and research firm focused on the creator economy and media. His newsletter is a good read.

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Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
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Our working theory, in jest: everyone held their announcements for the week before Cannes. Whatever the reason, the activity is telling us lower-middle market M&A is on fire! Here’s the full rundown, with a little insider knowledge on our headline deal of the week.

Market Update: Bluebird Group x Bertram Capital

Bluebird Group, a Minneapolis-based full-service omnichannel retail and services business that manages retail media, sales management for brands, social commerce across major retail channels announced a partnership with Bertram Capital, announced June 16th. Terms undisclosed, but we understand the trade was in the 14-15x multiple of EBITDA range.

Bertram is a San Mateo PE firm founded in 2006 with about $4B in AUM. They’re a classic buy-and-build platform investor, and they run an in-house tech team called Bertram Labs, the kind of specialized COE that lets a sponsor bring bigger guns to an operating team in support of tech innovation. Bluebird is Bertram’s fifth platform investment out of Fund V, a $1.6B control-focused 2023 vintage fund. PitchBook currently reports that fund’s IRR at 43%.

The fund size tells you something about the deal. It wasn’t a $1.6B deal, and probably not a $500M one either, that would be a large bite for this fund. A reasonable estimate is somewhere in the $400M range.

The structure is a recapitalization, with the founders rolling equity alongside Bertram. Founder and CEO Jason Kapsner cited continued expansion and enhancing Bluebird’s technology platform as the rationale. H.I.G., the Miami-based minority investor that came in during 2021 and helped with tuck-ins, is exiting via the recap. So, this is a sponsor-to-sponsor trade in commerce services.

Bluebird is a deeply relationship-driven business, a direct competitor to Harvest Group and downstream competitor to Acosta with relationships at Target, Best Buy, Costco, among other retailers. That human-relationship core makes it hard to disintermediate with AI, which is critical investor question these days and part of what makes it an attractive, defensible asset. Advisors: Canaccord (Sanjay and team) on the sell side, BrightTower (Juan Mejia) on the buy side.

The Deep Dive: Residence Acquires GateMaker

This week’s longer look is a deal Ayelet’s team advised on the sell side — and it says a lot about how agency roll-ups are being built right now.

On June 15th, Residence, a global network of creative companies based in LA and backed by Gemspring, added GateMaker, a creator and influencer marketing agency. GateMaker is LA-based, founded in 2021 by Ashton Wall and Amelia Sohu. Female-owned, female-led, and deeply embedded in the creator world long before it became fashionable, the founders previously worked with brands like Kylie Cosmetics. GateMaker’s roster is a blue-chip beauty and CPG lineup: Estée Lauder, Glossier, Milk Makeup, and Starbucks.

The stated rationale: it brings proven creator economy expertise into Residence’s network, while GateMaker keeps its brand and leadership.

Was this another creator deal, à la Accenture x Whalar Agency?

Coming on the heels of that deal, the obvious question is whether Residence already had a creator arm. They didn’t. Residence is creative at its core, design, animation, social, native creative, digital strategy, experiential, but they lacked a true creator and influencer specialty. This was a genuine capability buy.

The strategic read:

This is Residence’s second acquisition in under 5 months; they added a social agency in late January, and now GateMaker. That makes them a network of 9 agencies. Both acquisitions follow the Gemspring capital injection into Residence in June 2025. So in a single year: capital in, social agency in January, GateMaker in June.

It’s a more planned, thesis-driven version of what we’ve seen from the likes of Podean doing fast, but deliberate M&A. Residence came in with a clear thesis about what they wanted, and they’re executing it. They are now an active acquirer in this space, and we’ll see more from them.

The “anti-holdco” framing:

Some have called this model the “anti-holdco” play, founder-led independents brought in, keeping their brand and leadership, sharing back office and capital, rather than being absorbed into a monolith. Ayelet’s view is that it fits the wave of creator and social-native expertise getting consolidated right now, and that GateMaker commanded a premium precisely because paid social, influencer work, and those relationships remain very human-driven and highly necessary. As GateMaker’s founders have always said, the world hadn’t quite caught up in 2021 to how important that capability would become. Now it has.

Christian’s is skeptical of the “anti-holdco” label. What’s really happening is a cross-industry pattern. You build an agency, you pour value into the brand, and that brand means something to clients and founders alike. So acquirers increasingly favor a “do no harm” integration style; letting brands live on over a time horizon before folding them in on a timeframe. It’s fundamentally a PMI (post-merger integration) play that makes the process easier on people-heavy businesses.

Advisors: Palazzo (Eric Neihaus) and Speed M&A on the sell side, with Ayelet’s team. Residence didn’t disclose a buy-side advisor — and notably, the deal was driven heavily by Residence’s CEO Ryan, whose vision for where the world is going and how he wants to lead the network was a central part of the transaction.

The Quick Hits: Twelve More Deals

A genuinely remarkable week of activity. Rapid-fire:

Front Row Group acquires Carbon Beauty: The Amazon e-commerce accelerator deepens its bet on the beauty category and its ability to grow brands on Amazon. Second deal this year after Socium; no bankers on this deal given Carbon is about 10 people.

Mazarine Group acquires Bacchus: The luxury PR firm adds PR and client engagement capability plus access to an ultra-high-net-worth network into Mazarine’s creative and experiential group. Terms undisclosed.

Huge acquires Rotate: Making composable commerce a core capability inside Huge’s AI-native design and technology practice. No terms.

Motion Agency acquires LKHN&S: Deepens the Chicago-based independent’s B2B advertising and video capabilities. Terms undisclosed. Founder Kim Everl is now at seven acquisitions — and notably, she doesn’t run a formal M&A search process; the deals come to her, and she knows exactly what she’s doing. B2B remains a great category.

Akeneo acquires Pricing HUB: Extends Akeneo’s product cloud into AI-driven pricing, putting product data and pricing in one decision layer. Akeneo is the PIM (product information management) platform founded by the Magento alumni — long the default PIM for commerce. Most people think of PIM extensions as digital shelf analytics or feed management, so the move into pricing is a genuinely interesting expansion.

Other deals announced the last week or so:

• Mile Marker acquires Lift Agency (June 10th) NYC media agency adds a performance content and direct mail shop.

• Factual acquires Intelsio: The AI performance marketing platform adds affiliate and lead-gen capability. Factual is a serial acquirer, always on the hunt.

• Everything Branding acquires Darlington Marketing Company: San Diego PR and performance shop deep in the food, grocery, and restaurant vertical.

• 2X acquires Knownwell (June 10th) The massive B2B serial acquirer merges with an agentic AI platform in a deal valuing the combined company at $400M — the week’s only disclosed number, and a useful data point on deal size.

• Scorpion acquires 1SEO Digital (June 18th) The local business marketing platform (law firms, home services) buys a Philly digital agency from its PE owner. Terms undisclosed.

Fourteen deals in a week. One disclosed price.

That’s the lower middle market buying capability and keeping the price tag firmly in the drawer. The activity is relentless, the categories are concentrated in creator, beauty, B2B, and commerce, and the “do no harm” integration model is becoming the default for people-heavy businesses.

If you missed it, we just dropped Ayelet’s interview with Erik Huberman (Episode 71, recorded at Possible) and stay tuned, because we’re following this episode with a special edition featuring Chris Erwin of RockWater on the Accenture x Whalar deal.

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Connect with Christian and Ayelet
Ayelet’s LinkedIn: https://www.linkedin.com/in/ayelet-shipley-b16330149/
Christian’s LinkedIn: https://www.linkedin.com/in/hassold/
Web:

We caught Erik at Possible 2026 for one of the most candid M&A conversations we’ve had on the show. No spin, no posturing, just the actual mechanics of how a bootstrapped agency built a 23-deal acquisition machine aimed squarely at the lower and middle market that almost everyone else has abandoned.

Here’s the full breakdown.

The Mission: Own the Market Everyone Else Abandons

Hawke Media started a little over 12 years ago with a deliberately contrarian thesis. Erik watched agency after agency get a little horsepower and credibility, then immediately go up-market, becoming opaque, expensive, and Fortune 2000-focused. He wanted to do the opposite: be the go-to agency for the lower and middle market, the growth-stage brands, the challengers.

The reasoning is partly practical and partly philosophical. Managing a business with that client base is genuinely hard, which is exactly why most agencies abandon it. But Erik’s view is that if you build the right systems and practices, you can serve that market well and become the market maker in a massive, underserved space. And there’s a human element: adding $20M to a Fortune 2000’s bottom line is a very different experience than adding $20M to a family-owned business’s bottom line. One of those is a lot more fun.

Hawke is now about 220 people, with 23 agency acquisitions and a venture fund that’s invested in over 100 companies. They also built an internal AI tool, HawkAI, that started as a decade-long predictive analytics project and evolved into an operational advantage for the team. (The lesson there: when they tried to take the analytics tool to market, they found that the same problem that created Hawke in the first place — most marketers don’t know what to do with data meant the tool confused customers more than it helped. So they made it internal. Now a full-time team builds tools and software to make the Hawke team more efficient.)

10 Deals in One Year — On Purpose

The acquisition cadence tells a story. First deal in 2016. Roughly one a year for a long stretch. Then 4 in 2023, 10 in 2024, 2 in 2025, and a projected 5-10 this year.

The 10-in-a-year spike was intentional. Erik wanted to break the whole system to find out exactly what needed to change at volume. It caused a lot of pain, but it taught him integration in a way nothing else could, and it let him build a repeatable system on the other side.

The pullback to 2 deals the following year came from a mistake worth understanding. After the 10 deals, Erik over-corrected. Trying to protect against everything that had gone wrong, he over-complicated the process adding aggressive clauses that pushed risk off Hawke and onto sellers. If the acquired business declined, the founder lost their entire earnout. If anything went wrong, it was on the seller.

Then a friend who’d built a massive, successful roll-up of doctors’ offices gave him a piece of advice that reframed everything: “If you had all 10 of those deals again, would you do them all again?” Erik said yes, all of them. The friend’s response: “So what’s the fucking problem?”

Simple, good advice. Erik went back toward the old, simpler terms, put some of the risk back on Hawke’s own plate, and immediately signed two deals. The team had also burned out after the 10, so a combination of factors slowed the pace. But the structural lesson stuck: complexity was solving a problem that better communication and faster diligence response could solve without contractually punishing sellers.

The Deal Structure: Guarantee Profit, Take No Cash Off the Table, Make Founders Grow

Here’s how a Hawke deal actually works.

Hawke guarantees the founder’s profitability going forward. No cash up front. They bring the founder in, and over 3-6 months they take everything off the founder’s plate that bogs them down — HR, accounting, legal, client services, operations. The founder’s sole job becomes growth.

Then Erik asks the founder a direct question: if I take all of that off your plate and guarantee your profit, can you grow your business? Almost everyone says yes. And that’s the whole deal, because of how it’s structured, if Hawke buys the business and the founder doesn’t grow it, the founder keeps all the profit and Hawke gains nothing. The incentives are fully aligned: if you grow, you win and Hawke wins. If you don’t, there was no point in doing the deal at all.

That’s why the core diligence question isn’t really financial. It’s: do you actually want to grow this? Because if the answer is no, the deal is a time sink for Hawke with no upside.

The “no cash up front” piece is also a filter. Erik says it explicitly, right at the start of every conversation. Some people can’t get past the ego attached to a big upfront check, and those are exactly the people Erik doesn’t want. When a seller is adamant about cash up front, his read is: why are you trying to run so fast? What do you know about this business that I don’t? Given how quick Hawke’s diligence is, a seller desperate for cash even at a worse two-year outcome is often signaling a problem.

Who This Works For and Who It Doesn’t

The deal structure self-selects.

It doesn’t work for the founder two years into a $1M-revenue agency who’s convinced they’ll be a billionaire by next year. Those founders need time and a dose of reality before a deal like this makes sense, and sometimes that reality arrives by year four, not year twenty.

It does work for a wide range in between: founders who’ve been at it long enough to know growth isn’t infinite, founders who are exhausted by the back-office work and want a partner, and even 30-year veterans who are “kind of done” but don’t want to simply shut the business down. Hawke can structure something for them that beats the alternative.

And the alternative matters. Erik was direct about it: there are a lot of predatory buyers for small agencies and not many high-integrity ones. His pitch rests on a track record; when a seller asks “what happens if you buy my business and shut it down?”, Erik can say they’ve done this 23 times and it hasn’t happened. He doesn’t have to speak hypothetically anymore.

One honest aside that shows the integrity of the framing: Erik tried to buy an agency at $3M revenue in 2020, days before COVID. Three years later that agency was at $20M. If he were them, he says, he’s glad they didn’t sell. They stayed friends. If you genuinely think you’re going from $3M to $20M in three years and you can do it yourself, you probably shouldn’t sell — unless the emotional weight of running everything is what you’re trying to escape.

Speed, Simplicity, and Why Complexity Is a Red Flag

Hawke gets to a term sheet fast - three days. Give them the financials, confirm the profitability, check that nothing’s crazy (gross margins, etc.), and they issue a non-binding term sheet. They don’t like to re-trade; Erik calls the retrade game nonsense. As long as what the seller showed holds up in diligence — and it usually does, because these aren’t complicated businesses — the offer stands. Roughly a month and a half of diligence, a couple weeks to paper the contract, then integration. Two months, start to finish.

The deeper point Erik made is about simplicity as a principle. He’s currently working on a complicated partnership structure with a much larger agency (not an acquisition — a commercial partnership). He built an elaborate framework to try to win it. The other side came back and just said: rev share. His reaction was essentially, why didn’t I think of that? The lesson: when you talk to even the savviest corp dev people, if you can simplify it, you should — because complications usually benefit whoever’s being tricky. Hawke isn’t trying to be tricky, so they keep it straightforward.

Why Not Go Enterprise?

Erik has had plenty of conversations with PE’s, Mountaingate among them, whom he speaks highly of. But the consistent ask is the same: go enterprise, go up-market. And that’s precisely what Erik believes is the wrong long-term move. Mountaingate’s playbook works brilliantly for Mountain Gate, and they’d never buy a $2-4M revenue agency, it’ll never even be on their radar. Hawke’s whole thesis lives in that abandoned space.

He’s also clear-eyed about why this is hard to copy. A third of Hawke’s deals go great, a third go okay, and a third don’t go well. Because Hawke guarantees profit, the day an acquired agency does a dollar less than the day before, Hawke is losing money on it and has to absorb that against existing EBITDA, with no PE balance sheet behind them. A small agency that thinks “I’ll just go buy my competitor like Erik does” is taking on all of those problems plus the distraction it creates for their core team. Acquisition isn’t for everyone. You have to build the infrastructure for it first.

Integrity as a Business Model

What stood out most in this conversation is how much Hawke’s structure forces integrity rather than just hoping for it. Because Hawke doesn’t benefit until after a deal goes well, there’s no incentive to oversell or pull one over. Erik over-discloses on purpose. On a current deal, the founder kept asking if certain questions were okay to ask, and Erik’s response was: ask me what I had for breakfast, ask me why I do this — everything’s on the table, because I want you crystal clear on what you’re signing up for. The failure mode in M&A is the post-close “wait, I thought it was this” and radical transparency upfront is how Hawke avoids it.

The two things Erik says matter to him in work: work ethic and integrity. The deal structure happens to reward both.

What’s Next

The vision is to be the dominant force in lower and middle market marketing. Erik describes the M&A strategy as almost a reverse-franchise model, it lets Hawke acquire incredible founders and talent across the country and proliferate the brand in a way that’s sustainable without raising mountains of debt or capital.

On whether he’d ever sell: not really what he’s looking for. He’s 39, loves what he does, and doesn’t see himself bowing out anytime soon. But he was honest that he might one day bring on a PE partner to scale faster, specifically because of the working-capital and balance-sheet constraints of guaranteeing profit on bigger deals. The catch is that it would have to be a very specific, venture-minded PE fund, not a traditional buyout shop, because what Hawke is doing is genuinely unproven at the 3-5x-in-3-5-years scale most funds underwrite to. He actually had a meeting with exactly that kind of fund the same day as this recording; a partner he’s known for three years who told him, in effect, “your business is complicated to underwrite, but I’d bet on you, and we’ll figure it out together.”

Erik’s favorite line about deals like that: the day before a deal closes, you have a 50% chance of closing; so every day before that, it’s less likely. And he’s not even at the starting line yet.

He also offered the most relatable framing of the entrepreneurial condition we’ve heard in a while. He and his wife a lead at a big PE fund joke about the “Mexican taco stand”: they’re financially secure enough to shut everything down, move to their place in Mexico, live off the land, and let the kids run on the beach. That’s a real option. But, in his words, “I have a mental illness and I’m stuck.”

Erik Huberman is the founder of Hawke Media. Hawke has completed 23 agency acquisitions and operates a venture fund with investments in 100+ companies.

The headlines are calling it the largest creator economy transaction ever. The truth is more specific and more interesting than the headline, and the structure of the deal tells you far more than the disputed price tag does.

What Was Actually Bought

This is the detail most coverage gets wrong: Accenture didn’t buy Whalar Group. It bought the Whalar Agency.

Whalar Group, founded in 2016 by Neil Waller and James Street, is a six-company ecosystem. What Accenture acquired is the agency at the center of it — the services business, the roughly 170-person team, and the $600M+ in cumulative managed creator campaigns. Co-led by co-CEOs Emma Harman and Jo Cronk, the agency operates across 40+ countries and 15 languages, with clients including the NFL, Uber, and IKEA. It was named AdAge’s 2025 Social/Influencer Agency of the Year and AdWeek’s 2025 Social/Creator Agency of the Year.

What the founders kept is everything else: 250+ people across Sixteenth (talent management), Foam (talent software), Moby Ventures (venture studio), The Lighthouse (creator campus), The Business of Creativity (education), and Umi Games (gaming studio). A three-year strategic partnership links the two going forward.

So a holdco-like company sold its proven, cash-generating core to a buyer that can scale it globally, kept the businesses that are still maturing, and held onto a commercial bridge back into Accenture’s enterprise client base. As Chris Erwin of RockWater has framed it, “the significance here for the buyer is less the price than what Accenture can now do with the agency inside its enterprise client relationships.”

The “Largest Creator Economy Deal Ever” Claim Needs an Asterisk

No terms were disclosed, so the price comes down to which reference point you trust.

Neil Waller’s framing: He told AdWeek this is the largest creator economy transaction to date. Taken at his word, total consideration clears the roughly $500M Publicis reportedly paid for Influential in 2024. That’s the company’s own high anchor.

The 2025 valuation, heavily caveated: Whalar Group’s 2025 round was reported at a $400M valuation — but it sold no more than 1% each to Marc Benioff, Shopify, and Neal Moritz. That reads as marquee-investor pile on, not a valuation-setting raise.

The third-party estimate: An M&A advisor cited by Business Insider put the agency’s enterprise value at $225M to $300M, based on public scale, headcount, and funding, which would sit below the “largest transaction” framing.

We think the math problem is real. The agency is ~170 FTEs. Even at a generous $40M net revenue and 30% margins, that’s roughly $12M EBITDA. A $500M price on $12M EBITDA is over 40x; a multiple nobody pays for an agency, however strategic. So either it’s not the biggest deal ever, or the headline number isn’t a clean check. The structure almost certainly explains the gap.

What the Structure Probably Looks Like

This is where buyer precedent matters, and Accenture is unusually transparent about how it operates.

Accenture’s stated capital-allocation policy is to invest 20-25% of operating cash flow into acquisitions annually. It has averaged over $2B a year for the past five years and earmarked $3B for fiscal 2026. Critically, it funds deals from operating cash flow, not stock, not debt, and its corp dev team treats integration and talent retention as the entire point. In an agency, where the value walks out the door every night, retention is the deal.

The closest precedent is Droga5, Accenture’s largest agency acquisition before this. Terms were never disclosed there either, but Endeavor’s IPO filings let the market reverse-engineer them: an implied headline around $475M, with cash paid at close coming in lower and part tied to future performance, and leadership staying to run it.

Apply that template to Whalar: Accenture most likely paid cash from operating cash flow, with a meaningful slice structured as multi-year retention or earn-in for the ~170 people and the co-CEOs staying to lead. Read that way, the $500M+ Waller points to is total consideration realized over several years, while cash at close sits below it. That’s how a lower outside estimate and a “largest transaction” headline can both be true.

At any of these ranges, the deal is under 1% of Accenture’s revenue and market cap — not material enough to require SEC disclosure. So the figure stays private unless one side chooses to share it.

The Thesis We Called With Superdigital: Consultancies Are the Aggressive Buyers in Social

When Accenture Song bought Superdigital, we argued the consultancies would push hard into creator and social because the economics pull them there. Whalar is that same thesis, an order of magnitude bigger. Song’s record now runs Unlimited (2024), Superdigital (2025), and Whalar (2026) and Whalar dwarfs the first two.

Chris Erwin of RockWater has made a parallel argument about why the stack has flipped, and it’s worth laying out because it explains the entire buyer dynamic. For decades the work was stacked: consultants set strategy at the top, agencies executed in the middle, tech and data sat at the bottom. AI and data inverted that stack, they now drive the strategy, not just the delivery. So the firms that own the data-and-AI layer are pushing down into the execution work agencies used to own, chasing a slice of a $500B+ marketing-services market.

The two business models explain why a consultancy can outbid a holding company. A traditional agency gets paid by the hour, and most of its revenue goes to people, leaving little to reinvest in technology. A consultancy gets paid for results, sells the whole transformation, and can pour money into data and AI. When a consultancy buys a creator agency, it can run that agency’s work through its own AI and data tools and sell it into much larger enterprise clients, so the business earns more inside Accenture than it ever could standalone. That extra earning power lets the consultancy bid higher and lead with more cash.

The IAB projects US creator-economy ad spend near $43.9B in 2026. That’s the TAM the consultancies intend to capture. The takeaway, as Erwin frames it: the buyer pool for creator marketing now includes the most cash-rich acquirers in professional services.

The Land Grab Is Nearly Over and the Next Wave Looks Smaller

The pattern is clear. WPP bought Goat and Obviously in 2023. Havas bought Wilderness in 2024. Publicis bought Influential in 2024 and Captiv8 in 2025. Now Accenture has the Whalar Agency. RockWater reads those early holdco deals as carrying a cost-of-entry premium buyers paying up to get into creator marketing at all, not just for the specific business in front of them. That land grab for baseline capability is now largely done.

What remains at scale skews toward AI-native infrastructure. Erwin points to Agentio, which raised a $40M Series B led by Forerunner at a $340M valuation, as the model — and notes that commerce and tooling players including ShopMy (which raised $70M at a $1.5B valuation), LTK, Later, Grin, and Aspire remain independent. RockWater’s durable argument: the lasting value in this market sits in owning infrastructure and access, not just service revenue.

From here, the deals get smaller and more specific capability tuck-ins rather than platform purchases. Three areas worth watching, all consistent with where the value is migrating: measurement and attribution (as creator spend moves from experimental to core media budgets, proving ROI against every other channel becomes the prize); the commerce and retail-media plumbing that connects creator content to actual sales; and AI-native ad infrastructure like Agentio.

The platform-scale agencies have largely been bought, so the marginal deal now adds a capability rather than a footprint. That doesn’t mean premiums disappear — it means they get selective. With the category established, the premium attaches to quality and scarcity rather than access. Whalar, at a reported category-record price, is the proof that proven, top-tier agencies still command real appetite. But the next wave is a longer list of smaller, sharper capability deals. Transaction volume stays healthy; average deal size comes down.

The More Interesting Question: What Was Whalar Group Built to Do?

Look at what Waller and Street assembled: an agency at the center, surrounded by a creator campus, software, a talent firm, a venture studio, an education business, and a gaming studio. When RockWater covered the Business of Creativity launch last year, Erwin questioned whether that breadth was too much to run well. This deal puts the question in a different light.

Whalar’s own framing explains the logic. The agency is where the company started, built to work with creators, but with the brand as the primary client. The rest of Whalar Group runs the other way: creators and their teams are the primary stakeholders, and brands come to them. Seen that way, selling the agency isn’t selling the company. It’s parting with the one piece built around the brand and keeping the businesses built around the creator.

Read against that, the wider group looks less like sprawl and more like a deliberate base to keep building from. It supports a few non-exclusive interpretations: a set of bets (build several creator-first businesses, invest behind the ones that compound), a halo (an ecosystem that lifted the agency’s brand and valuation story), and optionality (monetize the proven core at a strong price while keeping a portfolio to build on next).

The optionality point is the one most founders would envy. Waller and Street sold the agency without having to start over. They kept a running, six-company platform and can build their next act from the creator side of the ecosystem rather than from a blank page.

One Founder Lesson Worth Underlining

The deal was inbound from Accenture Song, following work together on a mutual global client. That’s not incidental — it’s the whole story of how the best M&A gets done. The relationship existed before the transaction did. For founders thinking about an eventual exit, the lesson is the same one we keep returning to: the best deals come from relationships built years before anyone signs anything.

And the drum we’ll keep beating: structure is more important than headline enterprise value. The headline is the gossip that makes the news. What matters to the people actually in the deal is how it’s built — cash at close, earnout, retention, what’s tied to performance. When this one closes, likely before year-end, we may finally learn how much of the “largest creator economy deal ever” was cash and how much was the multi-year structure underneath it.

With analysis informed by Chris Erwin of RockWater, whose breakdowns of the Superdigital, Captiv8, Business of Creativity, and Agentio deals shaped strategic framing here.

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We caught Kevin on the In/Organic Podcast Live on Friday June 5th, days after Interluxe Group, the luxury marketing platform backed by Mountaingate announced it had acquired adMixt. He joined us fresh off Monday’s announcement for a candid conversation about how the deal came together, why a buyer with no overlapping capability turned out to be the better home, and how deal structures have shifted between his 2020 exit and now.

Background

Kevin’s path is a useful one for anyone early in their career. He started as a search intern at iProspect, founded an agency called Metric Digital around 2015, and sold it to Wpromote in 2020. He stayed on for about nine months post-acquisition, took some genuinely restorative time off, then consulted for private equity firms, brands on the growth side, and agencies on more or less everything before stepping in as CEO of adMixt just under two years ago.

That last move is worth flagging. Coming in as a CEO of a 12-13 year old company is a very different experience from founding and running your own. adMixt wasn’t his to build from scratch. It was his to reposition.

What adMixt Does

Kevin’s own one-liner: “We get people to buy things and sign up for stuff on the internet.” Paid media across Meta, Google, YouTube, TikTok, plus Reddit, Pinterest, Snap, AppLovin, and more, with post-production as an additional offering.

But the differentiator is structural. adMixt doesn’t use the ad platforms’ native tools to buy and optimize media. They do it through software they built themselves. That makes them more of a tech-enabled agency than a traditional one and made adMixt a genuinely different experience for Kevin, who’d run the same scope at Metric Digital without any proprietary technology. Same job, fundamentally different way of doing it, and in his view, a better one.

Who Is Interluxe Group?

Kevin’s honest admission: six months ago, he’d never heard of Interluxe. But he knew their brands it’s hard not to know Four Seasons or Ferrari. Interluxe operates across three buckets: experiential marketing (in-real-life events), media (they own properties including Kingdom Golf, Remodelista, and Gardenista), and strategic communications/PR.

What they didn’t have was any meaningful history running paid media. Which is precisely the point. adMixt isn’t a redundancy inside Interluxe — it’s an entirely new service line.

How the Deal Came Together

The deal started with a text. Kevin is friends with Nii Henney, co-founder of CPC Strategy, which sold to Elite SEM (now Tenuity) back when Mountain Gate backed it. Nii sits on several Mountain Gate boards and made the original introduction — a simple “I want to intro you to Mountain Gate and Interluxe.” Kevin pulled them up, didn’t recognize the name, but recognized the brands.

From there, Mountaingate and Interluxe worked hand-in-hand throughout — Nick, the CEO at Interluxe Group, and Brandon Hall from Mountaingate were on essentially every call together. And when Kevin did his “reverse due diligence” — asking people in his network who’d worked with Mountaingate — the feedback was uniformly positive. That mattered. It built a level of trust going in that meaningfully helped the deal, because Kevin didn’t have to worry about who he was getting into business with.

The process that wasn’t a process: adMixt didn’t run a formal auction. Because of Kevin’s history with Metric Digital, he already knew bankers and the strategic-side M&A people. When he joined adMixt, several of them reached out asking what he was up to. His answer: someday we might sell this. So he kept them updated quarterly — and every quarter, the email got a little better. Eventually adMixt hit the inflection point where a serious conversation made sense. That was the not-quite-two-year arc.

The banker came from the buyer: In a nice twist, when it became clear who was seriously interested, Kevin asked the buyer who they preferred to work with. The answer: Palazzo. They’d done multiple deals together, knew Eric Neihaus there too. So Kevin’s sell-side advisor recommendation came from the acquirer, a reflection of how relationship-driven and un-adversarial this particular deal was.

Why Interluxe?

Kevin was clear that other buyers could have produced a good outcome. But Interluxe was the more interesting one, specifically because they didn’t already offer his service line.

Compare it to Wpromote, which already did heavy paid social and search with much bigger teams. Joining an organization that already does what you do means meeting an existing team, mapping titles, and integrating into established structures. Kevin would do the Wpromote deal again and still talks to those people,but inherently more complicated.

At Interluxe, there’s no title mapping. His team keeps their titles going in. No email handle changes. The integration is a deliberate slow roll, with the bigger structural questions pushed out to maybe 2027. Both Mountain Gate and Nick at Interluxe were explicit from the start: we don’t want to fix you. There’s nothing to fix. We want to support you and keep you growing.

There’s an immediate upside too — adMixt can integrate with Interluxe’s owned media properties more or less right away, which changes how they run strategy for the brands they serve.

Deal Structure: What’s Changed Since 2020

Kevin couldn’t get into the specifics of his own deal and was careful to note he’s not a lawyer but he offered genuinely useful color on how agency deal structures have evolved between 2020 and 2026.

A law change around 2022 altered how rollover and cash can be treated, which affects how certain aspects of the payout get structured. Mechanisms like equity loans have become more popular than they were in 2020. There’s variation in how phantom equity converts to real equity, and how real equity is treated moving from the existing entity to the new one. And the legal steps to the waterfall differ depending on whether a deal is an asset purchase (as his Metric Digital exit was), a stock purchase, or — as Ayelet noted a membership interest purchase.

Ayelet’s practical guidance for agency owners: you don’t need to know every legal mechanic going in. Get educated on the basics, then lean on your legal team and tax specialists to handle the restructuring once you’re in the deal how the rollover gets treated, how it moves up, and so on. That’s what they’re there for.

Why the Multiple Lies

The most quotable insight of the conversation, and the one worth internalizing if you’re an agency owner:

People always want to know the multiple. Kevin’s view, after two exits: it’s a quick way to get to an answer, but the reality is that two deals can carry the same headline number and be structured completely differently. The cash, the equity, the rollover, the kickers, the bonuses — all of it varies wildly.

So now, when a friend tells Kevin they sold a company, he doesn’t ask about the multiple. He asks: was it good or bad? That cuts to the chase and gives him far more useful information.

It’s the same point Ayelet makes constantly on this show: ask about the structure of the deal, not the headline EV. Companies are often incented to publish a lower headline number even when there are significant kickers and bonuses that don’t get priced into the announced value. The headline is marketing. The structure is the truth.

Credit Where It’s Due

Kevin was quick to direct the credit to Zach Greenberger, adMixt’s founder, who built the company from scratch over roughly 13 years and is now CTO. An engineer who genuinely doesn’t seek the limelight, Zach built what Kevin described as one of the main reasons he took the job: a company that did good work with low churn and a strong operational foundation. The problem to solve wasn’t quality it was positioning and communicating what adMixt does and to whom. A far easier problem than fixing bad work.

Kevin Simonson is President of Performance Marketing at Interluxe Group, following its acquisition of adMixt. He previously founded Metric Digital (acquired by Wpromote in 2020).

Two bullish calls landed within a week of each other. Goldman is projecting pure M&A volume hitting $3.8 trillion in 2026, topping both the 2025 and 2021 peaks. EY Parthenon’s deal barometer is forecasting 8% growth in US M&A deal volume for transactions over $100M.

The framing that matters most: M&A cycles run six to seven years, and Goldman’s view is that we’re in year four. Momentum like this is very hard to interrupt. This is the exact dynamic we’ve been discussing for months, where some of the published data has been trailing what we’re actually seeing in the market in real time.

The split inside the number is the real story. Corporate M&A volume is projected up 11% this year and already surged 22% year-over-year in Q1. The flat-to-down growth that other reports have flagged is concentrated entirely in PE deal volume, which is dropping. Strategics are the ones out in the market right now.

There’s a reason for it. Goldman notes that PE distributions are near a 16-year low, which means LP payouts are the smallest they’ve been in a long time given the state of PE-backed portfolios. That makes financial buyers tepid. Corporates see this and are pouncing.

Goldman calls it “the tyranny of terminal value” — buyers can no longer milk their way to success through financial engineering. They have to buy terminal value. EY’s CEO survey backs it up: 65% of US CEOs are pursuing M&A for technology, talent, and operating capabilities, and 73% say geopolitical and economic cross-currents are reshaping their growth strategy this year.

As EY’s Mitch Berlin put it: disruption is not a reason to pause. It’s a catalyst to act.

The Deep Dive: Sprinklr Acquires ViralMoment

On Thursday, May 28th, Sprinklr, the publicly traded customer experience management platform announced it had acquired the assets of ViralMoment, an AI-powered social video intelligence and analytics company. Terms weren’t disclosed.

The stated rationale: the acquisition strengthens Sprinklr’s leadership in “modern multimodal customer intelligence,” extending the platform’s ability to analyze video, images, and audio—not just text.

The translation: a public company that hasn’t made an acquisition in nearly five years just restarted M&A. And what it chose to buy first tells you exactly where the market is heading.

The gap it fills: Social engagement has moved decisively to short-form video — TikTok, Reels, Shorts. But the social listening and voice-of-customer tooling that brands run is still overwhelmingly text-based: comments, reviews, mentions. If your brand blows up in a reaction series or an unboxing video, a text-only stack misses it entirely or catches a fraction of it. ViralMoment built video-native AI that analyzes content frame by frame visuals, audio, on-screen text ,and turns it into structured customer intelligence.

The seller: ViralMoment was founded by Chelsea Hall, a Carnegie Mellon alum who raised a seed round in early 2024 led by Supernode Global, with Techstars and Carnegie Mellon itself participating. Industry coverage had the product working with major agency holdcos and entertainment brands. Real technology, real customers, smaller company.

The context that matters: Sprinklr reported Q1 earnings this week; revenue of roughly $219M, up about 7%, but full-year guidance down 1%. This is the new world order for software. CEO Roy Reed has been explicit that this is a transition year and a multi-year turnaround, with margins and free cash flow prioritized first and growth acceleration targeted for the next fiscal year. Management said ViralMoment was paid for with cash on hand and is already baked into guidance.

That’s not a company swinging big. It’s a company choosing to buy the capability rather than build it, at a price that doesn’t meaningfully move the balance sheet.

Everyone will write this up as Sprinklr finally fixing its video listening loop. That’s the small story. The real story is the price tag nobody is saying out loud: this was an asset deal for a seed-stage company that raised about $2.5M. The platforms have figured out they don’t have to buy AI companies anymore. They can wait and acquire the capability — the talent and the piecemeal tech — from early-stage AI companies on asset-deal terms.

A note for anyone who corporate development: Sprinklr is actively hiring for an M&A role right now. It’s titled Senior Director of M&A,with no Head of M&A above it. Christian’s editorial: a perfect example of a large public company deciding it needs to do M&A but not wanting to pay for a VP or SVP, so it hires at the Senior Director level and asks them to do all the same work.

The Tale of Two Cities: Asana Acquires StackAI

Here’s the other side of the coin, and it’s the most instructive comparison of the week.

StackAI raised approximately $16.5M and its last round was posted at a $75M valuation. Asana paid $75M.

Where ViralMoment was an asset deal for a seed-stage company, StackAI is the opposite: the right tech, the right team, the right investor at the table — and instead of an asset sale, the acquisition cleared the preference stack at the last round’s valuation. Both are AI capability acquisitions. One was bought for almost nothing on asset terms. One cleared $75M. Same category of trade, two completely different outcomes.

This is the tale of two cities in AI M&A. At the top, the 1% of AI startups with real clients, strong fundraising, and a herd of funders chasing them are getting bought for 20x cash raised, or 10x ARR. Everyone else, not because they aren’t smart people, not because they didn’t try hard, but because luck didn’t break their way is getting acquired in quiet tuck-in and asset deals.

StackAI is an MIT startup, co-founded by Bernardo Aceituno and Antoni Rosinol. Announced May 28th, the same day as Asana’s earnings. The strategic logic: StackAI is a no-code platform for building and governing AI agents that read and write across outside enterprise systems Salesforce, Oracle, AWS giving Asana’s AI teammates the execution layer to run workflows end-to-end, beyond Asana itself.

Quick Hit: Peer39 Acquires Adloox

On Tuesday, June 2nd, Peer39, the contextual data platform, acquired ad verification company Adloox from Scope3. The rationale: Adloox brings MRC-accredited verification and measurement inside the walled gardens of Google and Meta, where Peer39 hasn’t historically played. It positions them against DoubleVerify and IAS. Terms weren’t disclosed, and the deal is already closed. CEO is Mario Diaz.

Same trade, different vertical: buy the capability you don’t have rather than build it.

Quick Hit: Interluxe Group Acquires adMixt

On June 1st, Interluxe Group, the luxury marketing platform backed by Mountaingate, acquired adMixt, a performance marketing agency founded in 2012 that runs paid search, paid social, and performance creative for premium lifestyle and luxury brands. The rationale: it bolts measurable performance-side firepower into Interluxe’s brand, experiential, and first-party luxury audience data business. Terms weren’t disclosed.

This is the agency-world version of the exact same logic and we were lucky enough to have adMixt’s outgoing CEO Kevin Simonson join us for an after-show to break the whole deal down in detail. Worth the listen.

The Thread Tying It All Together

Four deals on one episode. One disclosed price.

Sprinklr bought multimodal listening. Asana bought agent execution. Peer39 bought walled garden measurement. Interluxe bought performance firepower. Different categories, different verticals, different price points — but every one of them was about buying a capability, priced quietly if at all.

Build is losing to buy. That’s where the market is going, and the macro data ($3.8 trillion in projected M&A, corporate buyers surging while PE stays tepid) only reinforces it. Goldman calls M&A contagious. This week was proof of concept.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals. Deal Review Fridays live every week on LinkedIn and YouTube.

One scaled agency, NewEngen, led. by Justin Hayashi got it and leaned in, stepping up on deal terms and eventually closing the acquisition in February. Three months later, Grapevine.ai founder Caroline Levere has beaten her aggressive forecast. The short-form video and micro-influencer tailwinds Justin saw in Zuckerberg’s quarterly earnings calls and tracked in real time during diligence were playing out exactly as predicted.

We sat down with Justin at Possible 2026 in the Unplugged Collective pavilion for a conversation about what makes NewEngen different from its peers, how they think about M&A, and what they’re looking for next acqusition.

The Origin Story We Did Not Expect

NewEngen started in 2016 with a thesis that had nothing to do with being an agency.

Justin came out of Zulily, a high-growth e-commerce company that went through an IPO and a billion-dollar sale to Qurate and started NewEngen with two co-founders and a small amount of venture capital. The original plan: build a bidding algorithm for search and dethrone Marin Software and Kenshoo (now Skai). Technology as the differentiator. Software as the product.

The problems were immediate and instructive. They weren’t technologists - they were marketers. The platforms controlled their destiny: build around a GoogleAds or Facebook API and something changes, and what you built is suddenly obsolete. And clients didn’t actually want software; they wanted strategy, consultation, and the ability to learn from a firm’s broader portfolio of client experience.

So NewEngen pivoted to became an agency. Except they kept calling themselves a SaaS company for years, correcting clients who called them what they obviously were.

Justin tells this story with unusual candor: “We didn’t understand what we were actually building and what our customers wanted and how to actually label that properly.” The tech-enabled DNA survived the pivot. The original software mostly didn’t. What did survive was an iterative, agile capability to go from zero to one quickly — which turned out to be more valuable than anything they’d actually built in 2016.

Three Acquisitions in the Content and Creator Space

From the beginning, NewEngen believed content and creative were essential drivers of performance outcomes. Most agencies say this. NewEngen backed it structurally: their fifth hire was a graphic designer. As a company still identifying as SaaS.

That conviction shaped their M&A strategy. Three of their acquisitions have been in the content and creator space — two in creator/influencer marketing, one in social studios production. The thesis: the outsize performance gains in digital marketing are coming from content quality and creator strategy, not from media buying optimization alone. You can’t separate creative from performance anymore.

The acquisition that most clearly demonstrates this conviction is Grapevine.ai.

The Grapevine.ai Deal: Why NewEngen Won Where Others Walked

Two things made Grapevine.ai hard for most strategic buyers to process.

The first: the economic model. Grapevine.ai originated as MySubscriptionAddiction.com — an affiliate website that still exists, now owned by NewEngen — and transformed into Grapevine.ai over a few years. As a relatively young business still finding its right customer segment, it had a mix of long-tail small contracts ($5-6K/month) alongside larger enterprise relationships. Most scaled independents don’t know what to do with long-tail revenue. It looks messy. It doesn’t fit clean acquisition criteria.

The second: the technology. Grapevine.ai’s edge wasn’t a large influencer network — their roster was approximately 900 creators, not the millions other platforms offer. The edge was what they could do with those creators in terms of driving closed-loop performance outcomes. Deep acumen for how content drives share of wallet within ad accounts. Micro-influencer and UGC strategy aligned with where the social platform algorithms are heading. That capability doesn’t show up cleanly in a spreadsheet.

Justin had conviction in both. The influencer acquisition NewEngen made in 2021 — right after closing a deal with Insignia Capital — gave them exposure to retail marketing, commerce, and CPG that most agencies hadn’t built. Grapevine.ai was the next step: more e-commerce focused, more performance oriented, more closed-loop.

How Justin managed the financial risk:

When NewEngen entered diligence, Grapevine.ai had an aggressive forecast. Caroline expressed strong conviction in a bottoms-up view of how to get there. Justin watched the actual numbers come in over the months between first conversation and close — not just believing the forecast, but tracking whether reality was matching the model in real time.

Two external signals reinforced the conviction: Zuckerberg’s quarterly earnings calls, in which short-form video and Reels time-on-site growth went from approximately 20% to 30% year-over-year across consecutive quarters. And specific technical commentary around algorithm changes — Gemini, Andromeda — that Justin read as signals that micro-influencer and UGC content formats were exactly what the platforms were optimizing for.

The result: Grapevine.ai exceeded their ambitious forecast. Average contract values increased. Client count decreased — in the healthy way that indicates a business shedding the wrong customers and concentrating on the right ones. The margin profile improved.

Integration Philosophy: Do No Harm

NewEngen’s approach to integration is intentional and varies by acquisition. The principle is “do no harm” — a posture their private equity investors at Insignia Capital explicitly aligned on and that NewEngen has fully internalized.

In practice, this has looked different across their acquisition history:

LT Partners (affiliate marketing): Brand went away fast. Team integrated quickly into the broader media services function. The capability was additive, the brand was not distinctive enough to preserve.

Acorn Influence (creator/retail commerce): Took longer to integrate given new capability being brought in. The name Acorn Influence has now been retired — it’s NewEngen’s influencer business.

Donut Digital (social studios): The most instructive case. Donut had built a genuinely distinctive brand — viral short-form content, unhinged creative, multi-million view pieces about culture at Donut. Justin made a deliberate decision not to absorb that into NewEngen’s corporate identity. He renamed it Donut Studios (dropping “Digital” to clarify positioning), migrated NewEngen’s 20-person creative team under the Donut brand, and kept it running with significant operational autonomy. The Donut Studios Instagram and TikTok are intentionally different from anything NewEngen would publish. That’s by design.

The integration lesson Justin shared from a harder experience: get alignment on goalposts before you close. Not just the financial terms — what does the other side look like at 3 months, 6 months, 12 months? What are the key milestones? What would cause you to change course? Having those conversations in detail before the deal closes makes the inevitable surprises more manageable and keeps both sides genuinely eyes-wide-open.

The Buy Box

Justin’s acquisition priorities for what comes next, in order of emphasis:

Social and content. NewEngen is leaning heavily into video-first formats and creative. The tailwinds from platform algorithm evolution and short-form video growth are not slowing. Any business that deepens capability here is in scope.

Measurement and accountability. NewEngen has built this capability organically and it’s a core differentiator. If there’s a business that can advance it further — better attribution, incrementality, closed-loop commerce measurement — they’re very interested.

Commerce and omnichannel. Every NewEngen client is B2C. Full stop — no B2B. Commerce use cases, retail media, omnichannel performance, anything that deepens full-funnel capability for consumer brands.

Size: $3-12M revenue is the current sweet spot. They’ve looked below that range. They wouldn’t go significantly above it right now.

Why NewEngen Is Different

We closed the conversation with a framing worth repeating: NewEngen surprisingly is the software-led agency many others aspire to become. Not because they still run software as a product - they largely moved past the original tech. But because the tech-enabled DNA, the iterative product mentality, the content-first conviction that dates back to their early hires, and the ability to go from zero to one quickly on new capabilities makes them structurally different from independents that grew up as pure services businesses and are now trying to bolt technology onto a legacy operating model.

YCombinator has put a target on agency backs. Justin’s not losing sleep over the YC headline specifically. But he’s very much awake to how AI is going to flow through clients, agencies, and ad tech companies and what that means for the future of work and marketing at scale.

Justin Hayashi is CEO of NewEngen, a tech-enabled performance and creator marketing agency backed by Insignia Capital.

On May 27th, Spotify and Netflix jointly announced an exclusive partnership with Jay Shetty to bring the video version of his podcast On Purpose to both platforms. Variety reported the deal at over $100M across a multi-year term, with three other companies bidding in the nine-figure range. Video episodes go live July 13th. After that date, full-length video episodes leave YouTube. Audio stays non-exclusive — Apple Podcasts, Spotify, everywhere else.

Spotify serves as global ad sales rep for the show.

The surface-level read: big talent deal, streaming wars continue, nine figures for a podcast.

The more important read: this is the third act of a five-year arc, and the deal structure tells you something the press release doesn’t say out loud.

Act One: 2020. Spotify pays approximately $200M for Joe Rogan’s podcast — full exclusivity, audio and video. Distribution as moat. Wall off the audience, own the asset entirely.

Act Two: February 2024. Rogan renews at $250M but the deal is non-exclusive. Apple, Amazon, YouTube all get the show back. Spotify gave up on exclusivity and the strategy that drove it.

Act Three: The Shetty deal. Two competing streamers split video rights. Neither insisted on exclusivity. Audio went non-exclusive. Ad sales went to Spotify. The structure reflects a shared understanding that walling off audiences destroys the asset.

The translation at $100M: even at nine figures, the buyers know the audience has to be able to find the creator wherever they listen. The distribution moat strategy failed. What replaced it is a different bet — not on owning the distribution, but on owning the relationship with the creator and the revenue that flows from it.

Why this matters for the lower middle market:

The platforms just admitted they cannot build creators like Shetty from scratch. They have to buy them. Jay Shetty had over a billion listens. He was ranked 24 on Spotify’s most-listened list in 2025. He ran on the iHeart Podcast Network for three years before iHeart couldn’t agree on a renewal and got outbid by streamers who aren’t even core podcast distribution businesses.

When the buyers have to pay nine figures for talent and they can’t manufacture that talent internally — the next question is where the talent pipeline comes from. And the answer is podcast production agencies.

The structure of the market looks like this: at the top, nine-figure checks for established creators. Down market, dozens of five to thirty-five person shops doing production, booking, ad sales, and content strategy in specific verticals. Those agencies are the ones creating the next Shettys. They’re the farm league.

The Roll-Up Precedent Is Already There

This isn’t a theoretical future. The deals have already started:

Last year, Insignia paid $100M+ for Veritone One and Oxford Road — both podcasting advertising agencies. Fox acquired Red Seat Ventures. ACast acquired Wonder Media. TCG put $40M into Audiochuck. A mobile marketing agency acquired Kitcaster, a podcast booking and PR shop. OpenAI paid approximately $100M for TPBN — making the Shetty deal and the TPBN deal the two biggest audio deals of the year so far, and OpenAI is not a normal media buyer by any stretch.

The signal that matters most to us: Gayle Troberman, former CMO of iHeartMedia and now and advisor, has started a side venture called Bubbler — a B2B podcast network. When someone with that experience at iHeart says “I see a shift coming and I’m starting something,” it sends a signal that there is a lot of gas in the tank for the future of podcasting.

The Valuation Gap That Creates the Opportunity

Here’s the part that’s interesting from an M&A perspective: podcast production agencies are still being priced like services businesses. Not like talent factories.

A services business is valued on a multiple of EBITDA. A talent factory — an agency that has 100 clients and five to ten of them have the potential to become the next major creator — is something different. But there’s no shared yardstick for IP and franchise value before it’s commercialized. No standard methodology for pricing what a creator relationship is worth before it monetizes at scale.

Ayelet flagged a startup she’s been watching called Mark — building exactly this. The FICO score for franchise value. A rating layer for creator IP. The thesis: capital is already being deployed into podcast agencies, but it’s being deployed blind because there’s no shared pricing mechanism for what’s actually being bought. Mark is building that mechanism.

The data problem is real on the analytics side too. YouTube gives meaningful listener data — streams, retention, audience demographics. Apple and Spotify give bare bones data. Even the smaller, scrappier podcast agencies have built their own internal analytics infrastructure to compensate — which means there’s a tech layer underneath a lot of these businesses that makes them more interesting to buyers than the pure services revenue would suggest.

If you’re a buyer looking at podcast agencies right now and only looking at the P&L, you’re pricing the wrong part of the asset.

Quick Hit 1: Coupa Acquires Tonkean

On May 21st, Coupa — the Thoma Bravo-backed spend management platform — acquired Tonkean, an Israeli-born agentic intake and orchestration platform co-founded by Sagi Eliyahu and Ofir Talmor.

The stated rationale: Tonkean completes Coupa’s vision of an end-to-end agentic procurement workflow by adding intelligent request intake on the front end. Terms not disclosed.

This is Coupa’s third acquisition in roughly 12 months — Rossum was two weeks ago. The pattern is clear: Thoma Bravo is systematically building the complete source-to-pay stack one capability at a time.

The Israel note: approximately 80 people, another Israeli startup tucked into a major enterprise platform. Israel continues to produce enterprise AI companies at a rate that’s genuinely remarkable for a country that just turned 80 years old. Christian flagged what Ayelet confirmed: Israeli startups are exceptionally strong on the technology side and have historically plateaued around $5M ARR — which used to make them modestly priced tuck-in targets. Those prices are meaningfully higher now. The talent and technology command real multiples.

Quick Hit 2: Solstice Raises $21M Series A

On May 27th, Solstice — a New York-based AI-native marketing agency for pharma brands co-founded by R. Sekka and Yiwin Lee — announced a $21M Series A led by Transformation Capital, with 12 Below and Virtue Ventures participating.

The pitch: pharma marketing content typically takes months to build because of regulatory requirements. Solstice’s AI-powered workflow compresses that to 10 days or less — while maintaining compliance.

Why this matters beyond the funding announcement: Solstice is the venture-stage version of the thesis we’ve been tracking since our Silicon Valley targeting agencies episode. Software-shaped, vertically specific, AI-native from day one, raising institutional capital at the $20-25M threshold that signals serious future acquisition interest.

Companies clearing that institutional bar right now — in pharma marketing, in paid social, in whatever vertical is next — are the acquisition targets of the next three to five years. The corp dev teams at scaled independents should be tracking them now, before the capital accumulates and the price goes up.

Quick Hit 3: InstaAgent an Alchemist & YC P26 Backed Startup

InstaAgent just came out of the latest Alchemist Accelerator class (Christian is an advisor) and the Y Combinator P26 batch. They’re currently in the funding process.

The product: a collaborative workspace for marketers and AI agents. Starting with paid social for mid-market e-commerce brands — strategy, content, distribution, analytics — built around coordination infrastructure so agent swarms can plug in and execute reliably with humans in the loop.

The category: automated media buying at early stage. The kind of company that gets much more expensive to acquire if you wait 18 months.

What’s Coming

Episode 67 drops this weekend: Justin Hayashi, CEO and co-founder of NewEngen, who made the Grapevine AI acquisition that’s been working out exactly as advertised.

Next week: Christian and Ayelet take In/Organic to the main stage at M&A Source — a conference for M&A advisors with a deal market for PE groups. They’ll be on a panel on deal flow. Come find them.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals. Deal Review Fridays live every week on LinkedIn and YouTube.

Mountaingate backed Podean in August of last year. The strategic roadmap they built together identified six puzzle pieces. Four are now filled. Two remain.

At roughly 400 people and growing toward 500, managing $600-700M in retail media spend and driving approximately $5-6B in client sales, Podean may be the most acquisitive independent agency in the US right now. We brought Travis back to walk through the full acquisition path, the rationale, the process, the hard lessons, and what the platform still needs.

The Four Acquisitions and What Each One Was Designed to Solve

Travis broke down the logic behind each deal in sequence. This is worth reading carefully because the strategic clarity is unusually sharp.

Commerce Canal The first deal. What it added: depth of retail knowledge and logistics operations unlike anything Podean had internally. Commerce Canal was advising clients on where to manufacture, what to price, which logistics routes to use routing via Vietnam instead of Hong Kong as one example. Deep apparel vertical expertise. And critically, a physical office in New York City, giving a mostly remote business a real anchor.

Ryan from Commerce Canal now leads growth for the entire Podean business. The value of that one personnel outcome alone is hard to overstate.

AdAdvance A media-only agency. The specific value: because media was their sole focus, their depth in retail media tools, technology, and Amazon relationships was deeper than Podean’s despite Podean already deploying hundreds of millions in client spend. AdAdvance had built proprietary technology called Streamline and had unusually close relationships with Amazon’s GGS and LCS teams - the teams that rely on trusted agency partners for audience insights and growth strategies. The media-only nature was a feature, not a limitation: AdAdvance clients were asking for TikTok Shop, content, and new product development capability that Podean already had.

Amerge Two-thirds of AdMerge employees are ex-Amazon. They know the platforms, the systems, and the people across both Europe and the US in a way that takes years to build organically. Adding AdMerge expanded Podean’s country footprint from roughly 15-16 markets to 21. They also brought two proprietary tech platforms: EmergeView (reporting, analytics, DSP) and Emerge Engine (optimization). Large enterprise clients including Nestlé and parts of e.l.f. Cosmetics came with the deal. White glove, global, Amazon-first.

Cartbloom Media The most recent acquisition. Walmart’s retail media platform is growing at high thirties to mid-forties percent, faster than Amazon by percentage, and a real force. Seth Dallaire and Ryan Mayward have applied the Amazon playbook to Walmart with real success. Bryce and John, Cartbloom’s founders, are ex-Amazon and then ex-Walmart. They started Cartbloom and built their entire reputation on Walmart specialist depth. They’re still friends with their former colleagues at Walmart. That network and those relationships are the asset. Podean already had brands spending tens of millions on Walmart. Now they have specialists whose sole focus is that platform.

The deal process across all four: Three proprietary deals, one banker-run process (AdMerge). A deal roughly every 60 days.

What’s Still Missing

Two puzzle pieces remain on the Mountain Gate roadmap. Travis identified the two areas still on the acquisition shortlist:

Global social commerce. Podean is already one of the top TikTok Shop partners in the US. They have people in Mexico, Brazil, and the UK. But TikTok Shop is expanding rapidly across Europe, and the US numbers keep climbing. The opportunity for a specialist global social commerce acquisition is real and imminent.

AI-native technology. Podean now has four, five, six different technology platforms from the various acquisitions all strong in their lane but built at different times for different purposes. Rather than try to stitch them all together, Travis is looking to leapfrog: build a unified AI-native platform that takes the best functionality from each and rebuilds it for the world that exists now. They’re already 30 tech and data people across the combined business. Expect them to add a tech-focused acquisition to accelerate this.

The Hard Lesson That Changed Everything

Early in Podean’s acquisition process, they spent six months working toward a deal that ultimately didn’t close. The reason wasn’t numbers. The numbers checked out. It was culture.

They’d done everything in the traditional sequence; financials, due diligence, insurance, all the structural work — and saved the culture conversation for the end. When they finally got there, it wasn’t a match. Six months of work walked out the door.

From that point on, Podean inverted the process. Culture, compatibility, roles, and responsibilities come first. The numbers come second. If the cultural alignment isn’t there, the financial analysis doesn’t matter.

More importantly, Travis described how they’ve approached integration with genuine humility: there is no “Podean way” that’s automatically better than the acquired agency’s way. In multiple cases, they’ve adopted the acquired company’s practices over their own. AdAdvance’s tech was better in certain areas; they kept it. AdMerge’s ways of working were better in others — they adopted those. The goal is to understand what makes each acquired business great and build from there, not to overwrite what’s working.

Mountain Gate’s Role in the Machine

Travis described the Mountain Gate operating model in unusually specific terms. They draw on experience building Tenuity (sold to New Mountain) and Mars United Commerce (sold to Publicis) — they don’t need to be educated on how e-commerce or marketplace agencies work. They get it.

The division of labor: Mountain Gate does approximately 80% of the target identification. They maintain a deep relationship database - every agency they’ve spoken to over years, where conversations left off, what the profile looked like. When a target category becomes a priority, they go back through the Rolodex, assess what’s changed, and bring the shortlist back to Travis and the founders for a go/no-go on deeper engagement. Mountain Gate then handles the initial financial and structural due diligence. The founders handle the relationship, the culture assessment, and the strategic fit conversation.

It’s a clean split. And it reflects a PE partner who actually knows how to run a platform build rather than just fund one.

What Taking PE Money Actually Means

Travis said it plainly in the conversation, and it’s worth quoting directly for any agency founder who thinks a PE backing event is a finish line:

“You’re about to start sprinting faster than you’ve ever sprinted before.”

Integration is not easy. Four acquired businesses mean four different HR platforms, four sets of job titles, four compensation structures, four sets of tools, four ways of working. Finding the middle ground or better, finding which practices from which business are actually the best and adopting those requires openness, patience, and cultural alignment at the leadership level. That’s why culture comes first in Podean’s process now.

The founders who join Podean need to be motivated to go to the next level — not quietly looking for a soft landing. The ones who are excited to sprint are the ones who fit.

The Numbers

Roughly 400 employees today, heading toward 500 by end of year. $700M in retail media spend under management. Approximately $5-6B in annual client sales driven. Six tech and data people when this started, now 30 across the combined business. Four acquisitions in nine months, two more projected within the same twelve-month window.

Travis Johnson is CEO and co-founder of Podean, the largest independent global marketplace-focused agency. Podean is backed by Mountaingate Capital.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals.

KPMG dropped their Q1 2026 M&A report this week and the headline number deserves context before you panic or celebrate: overall deal values in TMT are up 88.3% year-over-year to $446B, while deal count is down. Fewer deals, bigger checks. That’s the macro story.

Dig into the sector breakdown and advertising looks roughly flat; 142 deals in Q4 2025, 145 in Q1 2026. Not a collapse, not an explosion. The more interesting signal is the strategic vs. PE split: 864 strategic deals versus 495 PE-backed deals in Q1. Strategic is decisively outpacing financial buyers, and the gap is widening.

Christian’s prediction: Q2 is going to show an uptick. The deal activity we’ve been tracking in real time. Accenture, Shamrock, Mountaingate, the AI infrastructure plays, and a steady stream of deals happening quietly without press releases points to acceleration, not contraction. The data will confirm it in July or August, we hope!

The Deal: Anthropic Acquires Stainless

On May 18th, Anthropic announced the acquisition of Stainless, a New York-based developer tools startup founded in 2022 by Alex Ratray, a former Stripe engineer. The reported deal value: more than $300M (we estimate 20x revenue). The team size: approximately 80 people. For context, Stainless raised a $25M Series A in December 2024 at roughly a $150M valuation. The reported acquisition price is approximately double that for a company that’s not yet two and a half years old.

What Stainless does: Stainless builds software that turns API specifications into ready-to-use SDKs across programming languages — Python, TypeScript, Go, Java, and others. In plain terms: if you’re building an AI product and you want developers to be able to connect to your platform, Stainless generates the developer plumbing automatically. It’s the connective tissue between AI platforms and the developers building on top of them.

Who Stainless was building that plumbing for: OpenAI. Google. Cloudflare. Perplexity. A long list of AI and fintech platforms. Stainless was a shared supplier to essentially the entire AI industry, including Anthropic’s biggest competitors.

What Anthropic is doing with it: Winding down all hosted Stainless products. Not immediately — existing customers keep the SDKs they’ve already generated. But they lose the platform that auto-updates those SDKs as APIs evolve. That’s not a minor inconvenience. SDK drift is a real operational problem. Every platform that relied on Stainless now needs to build, find, or fund an alternative.

This Is Not an AI Tuck-In. This Is Capture the Flag.

We covered five AI tuck-ins a couple of weeks ago — Carta, MoonPay, Celonis, Nominal, Coupa — all structured as capability additions. Small specialized teams acquired to add a layer to the acquirer’s platform. Clean, straightforward, benign to the broader ecosystem.

Stainless is a different deal shape entirely. Anthropic didn’t just buy a capability. They bought a shared supplier specifically so their competitors can no longer use it.

This is competitive denial M&A. The goal isn’t only to get stronger. It’s to make competitors weaker simultaneously. One transaction, two outcomes.

Ayelet’s framing for any startup listening: if you’re building infrastructure that multiple competing platforms are all dependent on, you just watched your neutral position disappear. Shared suppliers are no longer safe in the AI era. You are an acquisition target — and not necessarily for the capability you’ve built. You might be acquired specifically so someone else can’t have you.

Anthropic’s Acquisition Pattern

Stainless is Anthropic’s fifth acquisition in roughly six months:

December: Bun (JavaScript runtime) February: Vercept (computer use agents), April: Frontrun (AI-native trading) and Coefficient Bio (AI biotech team) May: Stainless (SDK and connectivity tooling).

The through line across the first three: small specialized teams acquired to make Claude better. Focused capability additions, priced large against the target’s revenue but small against Anthropic’s own massive funding base.

Stainless fits the capability story too, but it’s also the first deal in the sequence with an explicit competitive denial dimension. That’s a meaningful escalation in the acquisition strategy.

Vishal Kumar Gupta is Head of M&A at Anthropic. Legal representation has been consistent across financings and acquisitions through formation counsel. No financial advisor disclosed on either side.

The MCP Connection

Christian raised the angle that didn’t make the headlines: Model Context Protocol.

MCP is an open source standard for connecting AI applications to external systems. The simple version: it’s how you connect Claude to Slack, or Google Drive, or a CRM, or any external tool. The more sophisticated version: in a media or agency context, agentic actions — autonomously buying an out-of-home placement, executing a Meta campaign, pulling real-time performance data - all require connectivity through MCP servers.

Some major platforms already have MCPs. Meta’s Ad Manager has one. But significant parts of the media ecosystem — smaller channels, niche platforms, legacy inventory sources don’t yet. And building those connections is genuinely hard, requiring technical depth and security rigor that most teams underestimate.

Anthropic’s investment in Stainless is probably not only a block against competitors. It’s almost certainly an aggressive move to expand MCP coverage — to make Claude connectable to more things, more reliably, faster. One of the most consistent friction points for anyone building seriously on Claude is the gap between what you want it to connect to and what it actually can connect to today. Stainless, restructured as an internal Anthropic capability rather than a neutral platform, could close a lot of that gap quickly.

For agencies and commerce businesses building AI workflows: this matters. The connectivity layer is not a solved problem. Whoever solves it fastest — and who controls access to that solution — has significant leverage over how the agentic commerce and media ecosystem develops.

The Week in Context

This episode was deliberately light after a noisy week dominated by the Publicis/LiveRamp announcement. If you missed Episode 63, our breakdown with Ari Paparo (Marketecture) and Peter Bond (CPG Guys/Flywheel) — check it out! It’s 30 minutes of unfiltered analysis of that deal you’ll find anywhere.

Have a great Memorial Day weekend.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals. Deal Review Fridays live every week on LinkedIn and YouTube.

The guests: Ari Paparo — 20-year ad tech veteran, host of the Marketecture podcast, author of Yield: How Google Bought, Built and Bullied Its Way to Advertising Dominance. Peter Bond (PVSB) — co-host of the CPG Guys podcast (approaching episode 600), Head of Industry and Client Engagement at Flywheel, the commerce acceleration division of Omnicom. Everything Peter said represents his own opinion, not Omnicom’s.

What Was Actually Announced

On Sunday May 17th, Publicis announced its plan to acquire LiveRamp — the behind-the-scenes data plumbing company that lets brands, retailers, and publishers securely connect and share customer data across the advertising ecosystem.

LiveRamp is the middleware that makes the data handshake happen. If a CPG brand wants to match loyalty card data against a retailer’s purchase data to target ads on a streaming platform — without either side exposing raw customer records — LiveRamp is how that works. Approximately 800 customers. Publicly traded on the NYSE. Roughly $800M in annual revenue.

The deal terms: $2.5B total enterprise value, $2.16B net of the $375M cash on LiveRamp’s balance sheet. That’s 2.8x revenue — exactly where the software M&A market is right now. Publicis has $700M on balance sheet and generates roughly $2B in cash flow annually. They’ll lever this, projecting 1.2x financial leverage by 2027. Clean balance sheet, manageable structure, likely clears regulatory review without significant friction.

The backstory nobody’s leading with: LiveRamp almost became part of IPG. In 2018, IPG acquired Acxiom — the legacy Arkansas data company that had bought LiveRamp in 2014 for $310M — but explicitly excluded LiveRamp from the deal. Acxiom Corporation subsequently renamed itself LiveRamp. The AMS business retained the Acxiom name under IPG ownership. Now IPG is part of Omnicom. Someone inside IPG is having an uncomfortable conversation right now about what they left on the table.

Is This an Agentic AI Story?

Publicis framed the acquisition entirely around data co-creation and agentic AI on their investor call. Ari’s honest take: yes and no.

The cynical read: every deal gets the agentic framing right now regardless of whether it’s true. That’s table stakes marketing.

The more generous read — and the one Ari actually believes — is that agents do need data rails to execute. An agent can identify the optimal media strategy, but if it can’t push a segment to Meta, get client approval in the right naming convention, and make sure nothing breaks downstream, the intelligence is worthless. LiveRamp is the pipe that connects intelligence to execution. That’s a real agentic story, even if it’s not the sexy version.

The harder version of the question: even Publicis, with all its scale, is going to struggle to get the entire industry to move its data rails onto infrastructure owned by a competitor. The agents need the pipes. But who controls the pipes controls the toll.

Peter’s framing cuts to it directly: this isn’t about maintaining LiveRamp as a neutral data collaboration tool. It’s about training agents against co-created data. Neutrality was the price paid. They’ve priced in the client attrition. Be damned the independence.

The Three Assets Inside LiveRamp

Ari broke down what’s actually being acquired — because the deal looks different depending on which asset you’re focused on:

Ramp ID (the identity spine). A universal ID that maps anonymous users, cookies, mobile ad IDs, and other identifiers back to real people. This is arguably a must-have for any data-driven holdco. It’s the tollbooth — and now Publicis owns it.

Habu (the clean room). LiveRamp acquired Habu roughly two years ago, making it one of the leading independent clean room providers. Clean rooms enable privacy-safe data collaboration across parties. The independent clean room market hasn’t produced big breakout successes — Infosum (acquired by WPP) was considered on the smaller side, Habu was reportedly around $150M — but the capability is increasingly required as a component of a complete data stack.

Onboarding (the real revenue driver). The ability to take a marketer’s first-party or clean room data set and push it out to hundreds of execution channels — The Trade Desk, Meta, Snap, streaming platforms, and beyond. This is where LiveRamp actually makes its money, and it’s the asset that took a decade to build properly. As Ari put it: it’s hard, it required 10 years of refinement, and that makes it genuinely difficult to replicate.

Of the three, Ari’s view: the data spine is absolutely required for every holdco. The clean room is nice to have but not essential given Snowflake and other alternatives. The onboarding capability is the unique, defensible asset that makes this deal make sense from a purely strategic standpoint.

The Holdco Response

The day of the announcement, Digiday ran a piece with holdco CEO reactions. John Wren at Omnicom was explicit: they have a LiveRamp agreement through 2028, but they’ve already been building their own identity capability through the Acxiom acquisition, and they’re accelerating the departure. The clock is running.

The broader holdco picture, per Ari:

• Publicis: Ramp ID + Habu + onboarding. Now the most complete data stack in the holdco universe.

• Omnicom: Acxiom/Real ID. CEO Christine Gambino (formerly Flywheel) actively building out unified ID capability. Moving fast.

• WPP: Acquired Infosum (clean room). Closer to the vest on broader strategy, but unlikely to be sitting still.

• Dentsu: Merkle, with their own named ID capability.

• Everyone else: varying degrees of exposure.

LiveRamp’s client attrition story tells you something important. The count was approximately 940 a year and a half ago. It’s now around 800. LiveRamp had been actively consolidating their client base around the large holdcos — which means the client base they’re delivering to Publicis was already in contraction before the deal. Horizon Media, one of the biggest independents, is reportedly already looking to move off. The acquisition accelerates a trend that was already in motion.

What Independent Agencies and Lower Middle Market Ad Tech Players Should Actually Do

This is the part of the conversation that matters most for the In/Organic audience.

For independent agencies: the likely outcome is that LiveRamp gets more expensive and less neutral over time. The client attrition from the large holdcos that’s already happening will be accelerated. Whether that leaves a viable independent and smaller-agency customer base that Publicis wants to maintain — or whether they’re happy to see those customers churn — is the real question. Peter’s read: the smaller players who stay on LiveRamp are essentially paying a Publicis tax. The question is what their alternatives look like.

For lower middle market ad tech players: if you’ve been sitting on identity or data onboarding capability that doesn’t carry a holdco flag, you just became more interesting to buyers. Ari’s short list of targets worth watching for corp dev teams at independents like PMG and Horizon:

ID5, anonymous identity graph, strong in syncing data across ad tech. Ari is an investor and disclosed that upfront. MediaWallah, has been in the identity space for a while. Optimal, Ari’s closing shout-out: probably the leading independent clean room company remaining. Watch this one.

The Trade Desk parallel is worth a mention too: UID2 — their identity solution — would be worth several billion dollars as a standalone company. Inside the Trade Desk, it’s essentially invisible as a standalone asset. Anyone building an independent identity stack should be paying attention to whether that changes.

The Bigger Story

Peter closed with the observation that matters beyond the deal itself: the financial model of advertising holding companies is fundamentally transforming.

The old model — charge clients based on people in offices, bill for creative and strategy as a service, monetize through the size of the team — doesn’t hold up in a world where data and AI are the real value drivers. The new model looks more like a percentage of cost of goods generated through AI-powered media optimization. The tolls will be on transactions, on data queries, on audience activation — not on headcount.

Sir Martin Sorrell’s model worked for decades. The era it was built for is ending. Publicis acquiring LiveRamp is one of the clearest signals yet of what the next model looks like — and who’s betting they’ll control the infrastructure underneath it.

Risk, tax, and opportunity. That’s how Ari framed it in his LinkedIn post before this conversation. We’d add: for anyone sitting on an independent data or identity asset right now, this week just made your phone ring a little louder.

Ari Paparo hosts the Marketecture podcast and is the author of Yield. Peter Bond co-hosts the CPG Guys podcast and serves as Head of Industry and Client Engagement at Flywheel / Omnicom. All views expressed are their own.

Subscribe to In/Organic for weekly M&A and ad tech coverage.

Five AI tuck-ins announced in a single week across completely different categories. Same playbook, different applications.

Carta acquires Avantia - Carta — the ERP for investors, acquired Avantia, a team of 10-15 practicing solicitors operating an AI-driven legal services platform. The acquisition, announced May 12th, has been rebranded as Carta Law. The strategic logic: embed an AI-native legal and compliance layer with an agentic workflow engine called “AVA” directly into Carta’s ERP platform, unifying fund operations and legal work in a single place. This is Carta’s fourth acquisition since October and their first AI-native legal play. It also doubles as an international move — Avantia is UK-based, so this deal likely adds some geo-specific capabilites as well.

MoonPay acquires Dawn Labs Dawn Labs was maybe 10 people, founded in 2025 by solo founder Niraj Prasad. Looks like an acqui-hire. Dawn built AI agents for autonomous trading on prediction markets, and the acquisition gave MoonPay an AI-native trading tool called the Dawn CLI that converts natural language into executable trading strategy. Think of it as a prompt window that knows your portfolio and can execute complex plays through natural language rather than manual order entry.

Celonis acquires Ikigai Labs Announced May 12th. Celonis has 3,800 employees and $1.7B in funding. Ikigai Labs is an MIT spin-out with about 120 employees. Devavrat Shah, co-founder, is an MIT AI professor who is joining Celonis as Chief Scientist. Its other co-founder, Vinayak Ramesh will become Field CTO. The MIT connection matters operationally: MIT’s becomes a shareholder of Celonis as part of the deal, and MIT’s technology licensing infrastructure — which has historically generated significant royalty income on foundational technologies — comes along as a strategic asset. This is partly an acquisition of world-class AI research talent, partly a technology licensing play.

Nominal acquires Fid Labs Announced April 30th. Nominal has 150 employees and $155M raised. Fid Labs had about five employees and $1.7M raised. Fid Labs built AI agents that connected directly to dev environments, simulators, and physical hardware. Nominal builds hardware data infrastructure. The two pieces fit together cleanly: AI intelligence layer on top of the hardware data foundation.

Coupa acquires Rossum Coupa — the Thoma Bravo-backed spend management platform — acquired Rossum, which had built a proprietary transaction large language model for intelligent document processing. The acquisition completes Coupa’s source-to-pay stack by adding the document ingestion layer — the piece that reads, interprets, and routes invoices, purchase orders, and contracts before they hit the workflow. This is Coupa’s third acquisition in 12 months after Scoutbee and Cirtuo. The pattern is a private equity platform systematically assembling the complete spend management stack one capability at a time.

Across all five: Acqui-hire or highly targeted capability acquisitions. Smaller teams. Specific technical problems solved rather than general capability added. Speed over scale. This is how established companies are buying AI competency rather than building it — and it’s happening across every category simultaneously.

Deal #1: Brands at Work acquires Chorus

On May 11th, Brands at Work — a London-based creative comms agency founded in 2010 by Karen Kaden and John Berger — acquired Chorus, a London-based experiential and creative agency known for work with Johnnie Walker, Montblanc, and the Callan Group.

Brands at Work operates in complex B2B — Deloitte, Novartis, BT Group — running internal communications and employee engagement programs. Chorus operates in consumer-facing experiential and live brand activation for luxury brands. They’re complementary in capability and contrasting in customer base, which is exactly the right shape for an independent agency combination.

The stated rationale from Karen Kaden: bringing the two agencies together closes the gap between strategy and creative and creates a more connected offer across internal B2B and consumer activation at scale. Chorus will continue to operate under its own name and leadership, with MD Cassidy staying on, while relocating to Brands at Work’s London Bridge offices.

Terms weren’t disclosed and there was no banker involved. Two founders at a table deciding they’re better together.

Why this matters beyond the deal itself:

Experiential has shifted. Pre-COVID, live and experiential was discretionary — brands allocated leftover budget to it. Post-COVID, it’s a core component of brand strategy, not a nice-to-have. We saw this theme when we covered Eagle Tree’s secondary buyout of Opus earlier this year. The Brands at Work / Chorus deal is the independent agency version of the same conviction — two founders who see where spending is going and are building toward it on their own terms.

The independent agency combination is undervalued as a strategic move. You don’t need PE backing to broaden your capability base. You don’t need always need a banker to find the right partner. You need clarity on what you each have, what you each need, and enough trust to figure out the economics.

Deal #2: Smartly finalizes acquisition of INCRMNTAL

The LOI was signed in March. Seven weeks later, it’s closed. Smartly — the Providence Equity-backed AI advertising platform headquartered in New York and Helsinki — has finalized its acquisition of INCRMNTAL, an AI-powered incrementality measurement platform founded in Tel Aviv by Maor Sadka and Moti Tal.

Smartly’s business, for context: one of the most sophisticated autonomous media deployment platforms in the market. They manage approximately $7 billion in media spend. Their platform can take the work of ten people and compress it to three — intelligent deployment across video, social, and programmatic channels at scale.

The gap they were filling: measurement. You can deploy media autonomously at scale, but the next question every client asks is whether it’s working. Not last-click attribution, not vanity metrics — genuine incrementality. What would have happened without this campaign? That’s the question INCRMNTAL was built to answer.

INCRMNTAL’s approach uses causal measurement that doesn’t require user-level tracking — which is increasingly important as privacy regulations tighten and third-party cookie deprecation continues. The acquisition adds an always-on measurement layer that connects creative and media decisions to actual business outcomes in real time.

Laura Desmond, Smartly CEO, framed it cleanly: combining INCRMNTAL’s real-time incrementality insights with Smartly’s creative and media platform lets marketers connect business outcomes to optimization in real time. The measurement layer tells the platform what’s actually working. That closes the loop.

INCRMNTAL was a 25-person team that raised $5.5M total across two rounds — $1.4M pre-seed from Mobile Day and 2Day Ventures in 2020, and $4M later with participation from Play Ventures and Hercules Capital. Israel continues to punch well above its weight in ad tech and measurement technology.

This is Smartly’s third acquisition under Providence Equity’s ownership, following adlib.io and Viralspace. Providence took a stake at $221M in 2019.

Congratulations to Maor Sadka and Moti Tal, and to Tomi Räisänen, Head of Strategic Planning and Corporate Development at Smartly, for getting this one across the line.

Deal #3: OpAd Media acquires Broad Agency

This one Ayelet has been tracking from the inside — and it’s the deal of the week for culture, chemistry, and what independent agency M&A can look like when it’s done right.

On May 8th, OpAd Media — a New York-based, women-owned media planning and buying agency run by CEO and President Chelsea Derrico — acquired Broad Agency, a 100% women-owned strategy and creative shop founded in 2021 in Philadelphia by Kristen Sachs and Hannah Dillon.

OpAd is approximately 47 people, focused on government, public health, and higher education. Broad is smaller — a Philly-based creative shop known for brand strategy work with clients like Hungryroot, Project Bread, and Catalyte.

The combination: OpAd has always been a media-first agency. Bringing Broad into the fold adds the strategy and creative capability that makes the media work itself better — more connected, more responsive, closer to the brand thinking that informs smart media decisions.

No financial advisor was disclosed. What was disclosed, in Ayelet’s telling, is the whole story:

Carrie Kerpen — who has appeared on this podcast — was the connector. She knew OpAd was quietly exploring M&A without announcing it publicly. She knew the Broad team. She made the introduction with intention, knowing the culture fit was there before the first conversation happened.

The first meeting between Chelsea and Paige (OpAd) and Kristen and Hannah (Broad) was at a dinner. Ayelet was at the table. The chemistry was immediate. Weeks later, all four were at dinner in Chicago the week after closing — aligned, energized, and moving forward together.

This deal is a near-perfect mirror of the Brands at Work / Chorus deal that opened this week’s review. Two independent deals, different markets, same thesis: founder-owned independents combining on their own terms, betting on integrated operating models, and proving you don’t need a holdco’s blessing or a PE sponsor’s capital to build something bigger.

Both deals also share a subtext that’s worth naming: the holdco fragmentation pitch — “let us own you and you’ll have access to capabilities you can’t build yourself” — is losing credibility with independent agency founders who are increasingly finding those capabilities through peer relationships and creative deal structures instead.

Congratulations to Chelsea, Paige, Kristen, Hannah, and Carrie. More women in M&A. More deals like this one.

What’s Coming

The Accenture story is still in progress. We’ll have it when we have it.

Episode 60 — M&A Truths Nobody Tells Founders with Brenda Jacobsen of STS Capital — is live on YouTube, Apple, and everywhere you listen. Fifty minutes of the most practical advice we’ve heard on exit readiness in a long time.

Subscribe to In/Organic for weekly M&A coverage. Deal Review Fridays live every week on LinkedIn and YouTube.

Back in March, we ran a Clay-powered analysis of the Forrester Commerce Services Wave and mapped which players had both the strategic rationale and the balance sheet to acquire a scaled independent agency. Accenture was on the short list. Their cash position has since grown from $8.7B to $9.6B. They announced $3B in AI deployment capital last year. They spent $1B on Faculty and went quiet.

They haven’t been quiet. They’ve been moving.

Based on conversations with multiple sources, Accenture is imminently closing a US agency acquisition — probably in the $500M range — in the next week or two. It’s a 200-300 person shop. We believe we know the target but we’re going to let Adweek or AdAge break that part of the story. What we want to do is get ahead of the implications, because they’re significant.

Why This Deal Changes Everything

This isn’t just one acquisition. It’s a forcing function for the agency category.

When we published that Clay analysis in Episode 52, the pushback we got from bankers was that strategic buyers at this scale weren’t ready to move into the lower middle market. Too small for the machine. Not worth the complexity.

Accenture just proved otherwise. And the downstream effects are going to be fast.

The Tata effect. We’ve been calling Tata the dark horse since the beginning. $7.2B in cash, growing US presence, a meaningful gap in commerce services. They’ve had teams scouting the US market. Accenture moving first gives Tata and perhaps Valtech the competitive pressure they needed to act. The first mover signals the category is real.

The forcing function for sellers. Several scaled independents were planning to come to market in 2027 or early 2028. That calculus might change. If strategic demand is this real and this active right now, waiting two years might mean competing in a more crowded field at compressed multiples rather than capturing a premium in a moment of genuine demand. Expect one major independent in the US or UK to accelerate their timeline.

One more note: this appears to be step two of a multi-step plan. Superdigital (Creator/AI, premier logos) was step one. A 200-300 person agency is step two. The question now is what step three looks like — and whether it’s Accenture continuing to build or one of the others jumping in front of them.

We’ll have more as it breaks.

Deal #1: Recharge Acquires Skio — $105M, 3.3x ARR

On April 30th, Recharge — the Santa Monica-based subscription management platform that powers over 71% of Shopify subscription stores — announced the acquisition of Skio, its biggest direct competitor.

Skio is a New York-based subscription billing platform for Shopify D2C brands, founded in 2020 by Keaton Frost out of Y-Combinator’s Summer 2020 batch. Solo founder, former Pinterest engineer, raised somewhere between $4-8M depending on the database. Sold for $105M in cash at $32M ARR and $4B in lifetime payments processed.

The math: 3.3x ARR. No banker on either side. Skios founder, Keenan Frost confirmed the purchase price publicly on X.

What this deal tells you about SaaS M&A right now:

The >10x ARR multiple that characterized the 2021 SaaS market is not coming back — at least not for consolidation plays between incumbent competitors. 3.3x is what two meaningful players combining looks like in 2025. That’s the market. And it’s not a bad outcome — Skio’s investors and founders are coming out cleanly on capital deployed, and the combined entity gets a second shot at building something defensible in a category that’s under real pressure from Shopify’s own expanding capabilities and broader AI disruption of the app ecosystem.

The strategic rationale beyond consolidation: Recharge’s stated thesis is combining the two largest subscription data sets in commerce to build a platform that doesn’t just process transactions but tells brands where revenue is leaking and how to fix it. That’s a meaningful product story if they can execute on it — and a much more defensible position than two separate companies competing on features in a commoditizing category.

The capital efficiency story is worth noting separately. Skio raised $4-8M and returned $105M. That’s a real outcome in a market that has been punishing to SaaS companies that raised at high valuations and couldn’t grow into them. Building lean and selling to a strategic consolidator is a legitimate exit strategy — and increasingly the realistic one for sub-$50M ARR SaaS companies without hypergrowth trajectories.

Congratulations to Keenan Frost and the Skio team, and to Recharge CEO and founder Oisin O’Connor for closing a deal of this size without a banker or dedicated corp dev function.

Deal #2: IREN Acquires Mirantis — $625M All-Stock, NVIDIA at the Center

On May 5th, IREN — a NASDAQ-listed AI cloud provider — announced a definitive agreement to acquire Mirantis in an all-stock transaction valued at approximately $625M (approx 4x valuation).

Mirantis is a 27-year-old Campbell, California-based enterprise infrastructure software company with about 500 employees. Their flagship product, Cordiant, is an AI platform that manages AI infrastructure across bare metal, virtual machines, and Kubernetes environments. They serve over 1,500 enterprise customers and became a founding ISV partner of NVIDIA’s Cloud Ready initiative in March 2025.

The surface-level read: IREN bought the software layer that runs AI workloads on top of GPUs to deliver against NVIDIA contracts. That’s accurate but incomplete.

The real story is the NVIDIA sequence.

Read the timeline carefully:

March 2025 — Mirantis becomes a founding partner of NVIDIA’s Cloud Ready initiative at NVIDIA’s Silicon Valley conference.

May 5th — IREN announces Mirantis acquisition for $625M in all-stock.

May 7th — IREN reports Q3 earnings and simultaneously discloses: a new five-year $3.4B AI cloud contract with NVIDIA, a five-gigawatt strategic partnership with NVIDIA, and NVIDIA purchasing rights for up to 30 million IREN shares at $70 — a $2.1B investment if fully exercised.

IREN’s own press release lists the Mirantis acquisition under the bullet “supporting delivery of NVIDIA AI Cloud contracts.” The acquisition wasn’t standalone. It was a component of a much larger NVIDIA-anchored strategic repositioning, and the sequencing — founding partner status, then acquisition, then the contracts and investment announcement — tells you how deliberately this was assembled.

For Mirantis specifically: 27 years of building, $250M raised from Intel, Goldman, Insight, and August Capital, and the AI era turns the whole thing into a $625M all-stock exit with stock that surged post-announcement. The employees who received IREN shares as part of the deal were almost immediately sitting on a position worth meaningfully more than the announced price. That’s a remarkable ending to a very long story.

No financial advisors on either side. Legal representation: Foley & Lardner and Morgan Lewis for Mirantis, Davis Polk for IREN — the same firm that handled IREN’s $1.6B equity offering.

The broader takeaway: AI infrastructure is not a winner-take-all market, but the companies building the pipes, the management layers, and the deployment tooling for GPU-based AI workloads are attractive M&A targets. NVIDIA is actively orchestrating this ecosystem through partnerships, contracts, and equity investments.

What Dropped This Week

Episode 60 — M&A Truths Nobody Tells Founders with Brenda Jacobsen of STS Capital — dropped Thursday. Fifty minutes. Worth every one of them. If you have a business partner and you’ve never had a serious exit alignment conversation, start there.

Salsify Digital Shelf Summit content coming over the next few weeks. Christian spent two days in Atlanta at what might be the most impressive mid-market software company conference he’s attended since the first Shopify Unite in 2015. More on that soon.

Subscribe to In/Organic for weekly M&A coverage. Deal Review Fridays live every week on LinkedIn and YouTube. We’ll have the full Accenture story as soon as it’s confirmed.

Brenda Jacobsen has watched this happen from every angle. She ran a corporate mindfulness media company through a merger and exit. She’s been the CFO who said no to deals that would have left the business insolvent. And now she’s a Managing Director at STS Capital Partners — a firm that, by design, puts former operators in the lead role on sell-side mandates, not bankers.

Her argument: the person who’s been through the emotional journey of decoupling from something they built is the right person to sit across the table from founders going through it for the first time.

We sat down with Brenda for one of the most practical and human conversations we’ve had on this show about what it actually takes to prepare for an exit. Here’s the full breakdown.

The Question Nobody Asks First

Before Brenda looks at a single financial statement, she asks one question: what are you trying to accomplish?

Not “what do you think the business is worth.” Not “when do you want to close.” What do you actually want your life to look like after this?

If a founder can’t answer that on the spot, they probably aren’t ready. And that’s fine — Brenda has invested years in relationships before a client ever signed an engagement letter. The readiness conversation is the beginning of the process, not a qualifier to skip.

When the answer starts to come out — more time with family, a cause they want to fund, a passion they’ve been deferring for fifteen years — something shifts in the room. Brenda describes it as a lightness, an energetic change. That’s when she knows the conversation is real.

The Owner’s Outcome Exercise

Brenda uses a two-page document called the Owner’s Outcome Exercise. It’s the most practically useful framework in this entire conversation and it applies whether you’re thinking about selling in six months or six years.

The exercise separates required outcomes from preferred outcomes. Required: the minimum financial number, key employees who must transition, buyer categories you won’t sell to, geographic commitments. Preferred: transition length, brand retention, location, culture preservation.

Here’s the critical part: Brenda asks each partner to fill it out separately and send it directly to her. She lines them up side by side, identifies the categories of strong alignment and the categories of divergence, and then brings everyone together to work through the gaps.

The document does three things:

It surfaces misalignment before it becomes a deal killer. Most misalignment isn’t malicious — it’s just never been discussed. One partner has been watching industry comps. Another has a personal debt load that’s been quietly shaping their number. A third hasn’t been involved in operations for years and has no idea what the business is actually worth. These are solvable problems when you find them early. They’re catastrophic when they surface at the offer stage.

It anchors emotional decision-making. When a seller gets cold feet at the offer stage — which happens constantly — Brenda pulls out the document. “This is what we agreed to. We’ve hit every required outcome. We’ve also hit two of your preferred outcomes.” You cannot force someone to close, but you can give them a rational framework to counter the emotional voice telling them to walk away.

It creates a documented record. Promises made in verbal conversations between partners evaporate under deal pressure. The exercise makes it real, signed, and referenceable.

Run Your Business As If You Could Sell It Tomorrow

Brenda’s prescription for exit readiness isn’t a checklist you complete in the six months before going to market. It’s an operating posture you maintain from day one.

What does “sellable tomorrow” actually mean?

You’re not the hero. Someone else can manage the key client relationships. Someone else can close deals. The business can operate without you in a way that’s demonstrable to a buyer.

Cash is not starved. Buyers read cash-thin businesses as high-risk. They use it to push down enterprise value. Keep the business funded.

Client concentration is managed. No single client should represent more than 20% of revenue. Brenda has personally felt the burn of a top client declining and the margin compression that follows. Buyers price this risk in aggressively.

Growth is real and documented. Selling a future story requires showing traction toward that story. If your pitch is “we’re going to 3x in three years,” a buyer needs evidence you can execute against a plan. Historical growth is the only credible foundation for forward projections.

Revenue is committed. Retainer-based models outperform project-based models in buyer eyes. Multi-year contracts are better than single-year. Contractual engagement removes execution risk from the buyer’s underwriting.

The AI Conversation Every Seller Is Having Wrong

Ayelet’s line from the top of the episode deserves to be repeated: stop BS-ing your AI story.

Buyers are now asking about AI in every single deal. Most sellers are either overclaiming (”we’re an AI-powered agency”) or underclaiming (”we use some AI tools”). Neither is helpful.

What buyers actually want to see:

Real efficiency gains. Are your margins better because AI has reduced the human hours required to deliver work? Show that. Revenue per employee trending up is a concrete metric that signals AI is working.

Pricing defense. If competitive pricing pressure is rising and you’ve maintained margins by integrating AI, that’s a value story. Tell it explicitly.

Proprietary data. This is the most underappreciated one. Who owns the data created by your work product? Brenda cited a current deal in outsourced radiology where the imaging data — patient demographics, diagnostic codes, billing history, community health patterns — is worth more as an aggregated data asset than as a component of the operating company. If your business generates valuable data as a byproduct of service delivery, understand what you own and whether you’ve documented the rights.

A credible AI roadmap. Even if you haven’t executed on it yet, a documented plan for how AI will improve the business is a legitimate part of the value conversation. Buyers with operational capabilities can underwrite unrealized potential if the thesis is coherent.

What gets you dismissed: mentioning AI in the first paragraph of your CIM with nothing to substantiate it. Buyers have been burned enough to tune this out immediately.

What the Market Looks Like Right Now

Current EBITDA multiples for digital marketing agencies: 3-6x is the safe range to plan around. Premiums are available for the right combination of growth, client diversity, recurring revenue, and strategic fit with the right buyer.

Dry powder is still significant. The cost of capital has risen, which compresses PE multiples modestly. But strategic buyers aren’t constrained by debt markets the same way. Which is another reason Brenda focuses there.

The One Thing to Do Tomorrow

What’s the one thing a founder who hasn’t had this conversation yet should do tomorrow?

Start with yourself. Before you bring your partners into the room, answer the questions privately. Know what’s important to you. Know what you need financially. Know what you can live with and what you can’t. Then invite your partners to do the same.

The exit conversation goes better when it starts with clarity rather than negotiation. And it starts with you.

Brenda Jacobsen is a Managing Director at STS Capital, a global M&A advisory firm focused on selling to strategics. She has held the CEO seat three times across healthcare, media, and services businesses.

Subscribe to In/Organic for weekly M&A coverage across agency, SaaS, and lower middle market deals.

Ad Age House ran a session called Inside the Deal — Will Lee, CEO of Adweek moderating, with Michael Kassan from 3CV, Anuj Mathur from Moelis, Leonard Tessler, and Sanford Michaelman on the panel. The conversation covered the state of M&A markets and the 12-18 month outlook. Two things stood out.

Rollups in fragmented categories are the PE thesis right now.

What they're hearing from PE firms isn't "find me this deal" — it's "find me a fragmented category to consolidate." Tech being cheaper has fragmented agency and creator-platform markets, which makes roll-up math work where it didn't before. They explicitly flagged that when two players already control 40% of a category, PE backs away — the hurdles are too high.

AI is breaking reps and warranties.

A recent deal closed April 1 where the seller flatly refused to make standard non-infringement reps because their product had AI underlying it. The logic: copyright violation is binary, but LLMs trained on infringed material produce derivative outputs you can't unscramble. Buyers are starting to mark that bucket of revenue to zero or wrap it in warranty insurance. Insurance carriers are beginning to design AI-specific products. Worth flagging this in your own diligence frameworks — it'll become standard.

12-18 month outlook:

• Legacy media: heavy consolidation, driven by cost rationalization. Warner Bros Discovery referenced as the template.

• Marketing/adtech/martech: lots of take-privates of sub-$2B public companies. Bar to remain public is rising fast, and the IPO wave (SpaceX, Anthropic, $30B+ names) will force funds to sell smaller positions to fund those allocations.

• Macro: bumpy. Tariff/geopolitical uncertainty is keeping dry powder parked. Hockey-stick recovery isn’t here until that resolves — could be November, could be two years.

Deal #1: Brkthru + Gigawatt

On April 16th, Brkthru — a Detroit-area digital media agency, roughly 170 employees, fully bootstrapped and privately owned — acquired Gigawatt, a Milwaukee-area programmatic shop founded by Adam Perrick in 2019. Estimated five to nine people, sub-$5M revenue. Financial terms not disclosed.

The press release framing: strengthening Breakthrough’s integrated media capabilities with deep expertise in hospitality and tourism.

The real story is the process.

In January 2026, Brkthru announced publicly that they were launching an acquisition program for 2026. No banker involved — fees don’t justify the time on deals this size. What the announcement did was function as top-of-funnel corp dev. They told the market what they were looking for, generated inbound, and closed their first deal three months later.

That’s a smart, capital-efficient way to run M&A as a bootstrapped operator. The announcement does the sourcing work that institutional buyers usually pay bankers to do.

The thesis is also deliberately low-risk. This isn’t a capability gap fill into unknown territory. Brkthru already plays in hospitality and tourism. Gigawatt is a programmatic shop that goes deeper into a vertical they already know. The business models are similar. The integration lift is manageable. If they can’t pull off a deal this aligned on paper, they find out now — on a small deal, while it’s still recoverable — before scaling the program.

The broader takeaway: you do not need institutional capital to run an M&A strategy. Creativity and alignment are the currency in the sub-$5M deal market. The wild west of deal making is open to any operator willing to run the process.

Deal #2: Instacart + InstaLeap

On April 14th, Instacart announced the acquisition of InstaLeap — a Bogota-founded grocery technology company started in 2019, serving nearly 100 grocery retailers across roughly 30 countries, primarily in Latin America with presence in Europe and the Middle East. The platform has powered over 100 million transactions. Financial terms not disclosed.

Most coverage framed this as Instacart going international. That’s accurate but incomplete.

What Instacart actually already had: Storefront Pro — a white label e-commerce and fulfillment platform serving 380+ grocery banners, already making its first international deployments with Costco Spain and France earlier this year.

What’s different about InstaLeap: Storefront Pro is built for retailers plugging into Instacart’s infrastructure — Instacart shoppers, Instacart fleet, the marketplace’s gravity. InstaLeap is built for retailers running their own stores, their own delivery, and orchestrating across third-party marketplaces. That’s the operational reality for international grocers, particularly in the dense urban markets of Europe and Latin America where retailers keep all of their own infrastructure. It’s almost required.

So this isn’t a gap fill on capability. It’s a gap fill on operational fit for a different kind of retailer.

The 100 retailer relationships are the actual asset — years-long enterprise contracts in markets where Instacart’s footprint is essentially zero. InstaLeap operates as a wholly owned subsidiary for continuity, with Instacart rolling its own products (e-commerce, connected stores, retail media, AI, data) into the InstaLeap retailer base over an estimated 18-24 month integration window.

Instacart’s M&A cadence tells the story of a company systematically assembling pieces: Caper AI and Food Storm in 2021, Eversight and Rosie in 2022, Shive AI in 2024, Windshop in 2025, InstaLeap in 2026. Each one adds a layer.

Props to Quad Jiwan, Head of Corp Dev at Instacart — this is his third deal as Head of M&A. Kimberly Baird at M&A Maximizer led post-merger integration. GP Bullhound ran sell-side out of their Spain office — a London-headquartered tech bank, not a Latin American firm, which signals InstaLeap was marketed as a global software asset and priced off international tech comps.

🚨 The Tease

Water cooler conversations at Possible are pointing to a major deal announcement in the next two weeks.

A strategic buyer nobody has been talking about. Going after independent agencies. Specifically those with significant media underspend.

Christian’s guesses — KKR, Apollo — have already been shot down by people who know. So we genuinely don’t know who it is yet.

Ayelet may have something. She’s confirming first.

We’re on the story. Stay close.

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We sat down with Scot at ShopTalk and covered a lot of ground: what ReFiBuy actually does, why the SaaS moat playbook is breaking, how early-stage founders should think about survival and consolidation right now, and where agentic commerce goes in the next twelve months.

Here’s the full breakdown.

What ReFiBuy Actually Does

The core insight starts with a data asymmetry problem.

For twenty years, brands and retailers operated in what Scot calls “keyword jail.” Google gave you four words of shopper intent. That was the gold standard. And because you only had four words, you only needed to provide basic product information — size, color, the fundamentals.

That world is over.

Today’s AI engines know an enormous amount about the shopper — preferences, purchase history, dietary restrictions, shoe size, lifestyle. But they know almost nothing meaningful about the products themselves. Most product catalogs are still basically spreadsheets with a handful of attributes, and there’s no standardization across them. Just the word “small” is described in over 400 different ways across the industry.

ReFiBuy fixes the product side of that equation. They help brands and retailers expand their product catalog attributes, layer in rich Q&A content that addresses shopper concerns and occasions, and incorporate review data in a way that LLMs can actually use. The goal: give the AI engine enough context about a product that it can make a confident, accurate recommendation to a shopper who’s already told the engine everything about themselves.

The same enriched catalog payload that works for ChatGPT, Perplexity, Copilot, Meta, and Gemini also works for on-site LLM search — Rufus on Amazon, Sparky on Walmart. One infrastructure investment, multiple distribution channels. That’s the bet.

The ReFiBuy Team and Why It Came Together

Scot didn’t start fresh. He went back to a problem he couldn’t solve during the ChannelAdvisor years — the canonicalization and taxonomy mapping challenge that sits underneath all of this product data work — and asked whether agentic AI frameworks could crack it now.

Turns out they can.

The engineering team includes Cameron Bo and James Frawley, both ChannelAdvisor veterans, along with Derek Conlin on go-to-market. Part of the team is drawn from a ChannelAdvisor office in Limerick, Ireland — a hotbed of canonicalization talent that traces back to Dell’s internationalization work at the University of Limerick’s computer science program. It’s a niche skill set, and Scot’s been cultivating it for twenty years.

The Buy Box for Inorganic Growth

Scot’s current thinking on acquisition is more nuanced than most operators at his stage.

Engineering talent isn’t his constraint — he has it. The traditional SaaS acquisition for GTM talent is tempting, but he’s skeptical. Anyone who built a substantial go-to-market motion before 2022 is working off a playbook that’s increasingly broken. You’d be acquiring methodology debt alongside the customer base.

What he’d actually pay for:

Customers and revenue streams from companies whose GTM is sputtering but whose install base is real. Convert ten percent of a long-tail customer list into your model and you’ve got a meaningful ROI even if you write off everything else.

Audience. The most controversial item on his buy box — and the most forward-looking. In an environment where noise is at a nine out of ten and climbing, a founder or company with a loyal, engaged audience is a genuine strategic asset. Scot openly says he wouldn’t have said this five years ago. He’s saying it now.

The underlying logic: inbound is working at ReFiBuy in a way outbound SDR motions never could in this environment. His Substack, Retail Agentic, is on track to drive half of lead generation. Content is the new cold call, and audiences are the new distribution.

Sharks in the Water: What Scot Tells Struggling Founders

Scot published a piece warning early-stage founders about the current environment. The message, synthesized:

Buy runway first. Your existing investors are your best option. Your number one job as CEO is to not run out of money. Everything else is secondary.

Cut costs relentlessly. Not selectively. Relentlessly.

Diagnose your churn data. If you’re a B2B SaaS company selling to mid-market or enterprise and you’re not seeing churn creep up, look harder. It’s probably there. When you find it, trace it back — it’s most likely a signal that your competitive moat has been eroded by AI-native alternatives, not that your product got worse.

Retool go-to-market. The outbound SDR motion is trending toward zero efficacy. If your pipeline depends on it, you need a plan B. The noise level is too high and buyers have tuned it out almost completely.

Early-Stage Consolidation: The Down-Market M&A Opportunity

One of the most interesting parts of the conversation was Scot’s framework for startup-to-startup combinations — something he walks portfolio companies through regularly.

The logic is straightforward: two companies with complementary assets (one has proprietary data, one has distribution; one has product-market fit, one has runway) can be stronger together than either is alone. Combined back office, combined capital, combined time. In a market where lead investors are pulling term sheets at the eleventh hour and FUD is driving weird behavior on all sides, buying yourself more runway through a combination isn’t giving up — it’s smart capital allocation.

The challenge is always valuation. Tech founders default to the metric that makes them look best — last raise, revenue multiple, EBITDA multiple — and they avoid the money conversation until it’s almost too late. Scot’s prescription: get to the economics conversation early, use a simple one-page MOU framework to force the issue, and build a basic model that shows the combined thesis. The acquirer builds the model. The acquirer sells the target on why a smaller piece of something real is better than a larger piece of something dying.

Cash on balance sheet, Christian noted, is increasingly a force multiplier in deal structure — especially in AI-adjacent deals where capital raised is being treated almost like a proxy for validation. Christian cited the Goldcast/Cvent deal ($300M acquisition on roughly $8-10M ARR, with $35-40M raised) as an illustration of the dynamic. The old revenue multiple framework is being supplemented, and sometimes replaced, by a capital-raised multiple in high-conviction AI categories.

The Twelve Moats Framework

When evaluating early-stage companies — either as an investor or as an operator thinking about defensive positioning — Scot uses a twelve-factor framework for AI-era competitive moats. He built it from research across a16z (Alex Rampell’s talk is worth finding), NFX, and a handful of other VC frameworks.

The most defensible moats, in his view:

Proprietary data that can’t be synthesized in parallel. The mythical man-month problem applied to data — nine women can’t make a baby in a month. If your data advantage comes from iterative customer feedback loops and workflow embedding over time, it can’t be replicated by a well-funded competitor throwing engineers at it. That’s a real moat.

Workflow embeddedness. Get deeply enough into a customer’s operational workflow and the switching cost becomes structural, not just contractual. The best companies do both simultaneously — they’re embedded in the workflow AND the workflow runs on proprietary data they’ve been building for years.

Founder-market fit. For the earliest stage, the jockey matters as much as the horse. You want founders who deeply understand the market, stay agile, and are thinking hard about go-to-market — not just product. The best mousetrap in the world is worthless if nobody can find it.

Twelve-Month Predictions on Agentic Commerce

Scot publishes an annual predictions list on the Jason and Scot show — ten years of predictions, tracked annually. His calibration note: in the old era he was always a year early. Now he’s pulling predictions in by a factor of three because the pace of change has accelerated that dramatically.

A few of his 2025/26 predictions have already come true. Notable ones:

Facebook entering agentic commerce — happened. A “super protocol” that can talk to MCP and other lower-level protocols — UCP arrived. And the big one: by this holiday season, he’s predicting ten percent of e-commerce transactions will route through agentic commerce in some form.

The underlying thesis: filtered navigation is a broken experience. Conversational commerce — whatever you call it — gets shoppers to answers faster, with more personalization, and with less friction. E-commerce has been growing in line with retail for years. Agentic commerce has the potential to re-accelerate the gap by making the digital experience meaningfully better than the physical one again.

Scot Wingo is the founder of ReFiBuy and ChannelAdvisor (IPO 2013, taken private by Insight Partners 2022). He writes the Retail Agentic Substack and co-hosts the long-running Jason and Scot Show. He’s an LP in 167 companies through the Tweener Fund, focused on the Research Triangle Park ecosystem.

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