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.

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

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.

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

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.

Subscribe to In/Organic for weekly M&A and startup coverage across agency and SaaS.

Luma Partners published a report this week with a headline that runs counter to what we’ve been saying for the last two episodes: deal activity in digital media and marketing technology has lost momentum, weighed down by geopolitical tensions, declining year over year.

We read the actual report. The headline and the charts don’t quite speak the same language.

Here’s what the data actually shows:

Ad tech sub-$100M deals: Q4 2024 — 19 deals. Q4 2025 — 22 deals. That’s up. What’s down is $100M+ deals — 6 in Q4 2024, 4 in Q4 2025, 1 in Q1 2026. The big deals are getting harder. The lower middle market is holding.

Martech sub-$100M deals: 42 in Q4 2024, 40 in Q4 2025, 41 in Q1 2026. That’s flat. Not a collapse.

Digital content sub-$100M deals: 36 → 34 → 26. This one is genuinely declining — and the reason isn’t macro. It’s AI. If you’re a sub-$100M digital content business, the first question any buyer asks right now is whether you’re disruptible by AI. A lot of them are. That’s showing up in the deal count.

The category that’s missing from Luma’s data: sub-$50M. Both of us are busiest in the $20-50M EV range and it is moving. There has to be a data set that captures what’s happening at that level, because from where we sit, the wild west of lower middle market deals is very much alive.

The real story: large deals are harder. Small deals are fine. Digital content is structurally challenged. Everything else is roughly holding.

Deal #1: Amex + Hyper (HyperCard)

On April 16th, American Express announced an agreement to acquire Hyper — an agentic AI expense management startup founded in 2022, backed by Sam Altman, former MasterCard CEO Gene Lockhart, Netflix co-founder Mark Randolph, and One Medical founder Tom Lee.

Financial terms weren’t disclosed. This was almost certainly a sub-$20M deal. The framing here isn’t valuation. It’s sequencing.

This was a partner-first deal two years in the making. Hyper and Amex announced a co-branded card product with AI agents embedded in Amex’s platform back in late 2024. Amex has been running Hyper’s technology in production through a live card product since then. They knew the team. They knew the product. There was no competitive auction.

The strategic logic is clean: in March 2025, Amex acquired Center — an expense management software company, rumored at around $600M — which gave them the expense management workflow infrastructure. Hyper gives them the AI agent layer that sits on top of it. Together, they’re building a direct competitive platform aimed at Concur, Ramp, and whatever Brex and Capital One are assembling.

Amex did $72B in revenue in 2025, overwhelmingly from the card. What they’re building now is an adjacent software business on top of the card franchise — card plus expense platform plus agentic AI for corporate spend. The middle layer of expense management bloat — the manual approvals, the reconciliation friction, the paper receipts — is exactly what Amex has been quietly building toward eliminating since their 2019 acquisition that became AmericanExpress 1AP, through Nipendo in 2023, through Centur, and now through Hyper.

Christian’s read: this was an acqui-hire. Great team, real product, get them inside the building and go fix corporate expense management. Clean out the cap table, call it a day.

Deal #2: Viant + TVision Insights ($40M)

On April 15th, Viant Technology announced a definitive agreement to acquire TVision Insights for $40M — $22.5M in cash and $17.5M in Class A common stock, closing Q2 2026.

The headline number matters less than the sequence.

This is the third leg of a deliberate, multi-year build:

2024 — Iris TV: Content layer. CTV inventory classification at the content level — genre, emotion, brand safety — not just at the app or show level. Still broadly licensed and platform-agnostic.

March 2025 — Locker: Identity layer. Publisher first-party data, data activation, alternative ID management.

April 2026 — TVision: Attention layer. Panel-based, second-by-second eyes-on-screen measurement for linear TV, CTV, and walled gardens. Are viewers actually watching? How many? For how long?

Viant CEO Tim Vanderhook called it the trifecta: identity, context, attention — all feeding into their intelligence layer. He told Ad Exchanger that the TVision deal simply wouldn’t have been possible without the Locker acquisition. This wasn’t opportunistic. It was sequenced.

The detail that didn’t make the press release but matters: Maverick analyst Maria Ripps asked Vanderhook directly whether TVision’s data would remain available to other measurement providers. The answer was no. Existing contracts get honored, but as they expire, the data goes exclusive to Viant’s platform. That’s a meaningfully different integration playbook than Iris TV, which stayed broadly licensed. Same acquirer, two different strategic postures depending on what the asset does for competitive differentiation.

The economics are clean. TVision did approximately $10M in 2025 revenue. $40M is exactly 4x — reasonable for a strategic capability acquisition in ad tech. Viant’s balance sheet at end of 2025: $191M in cash, zero long-term debt, $75M untapped credit facility. They spent $22.5M in cash — roughly 12% of their cash pile — in a quarter where Luma is reporting ad tech multiples compressed 21%. They’re deploying capital with conviction against their own roadmap regardless of what the index is doing.

One complication worth noting: TVision had raised $16M in VC at an $80M valuation. The $40M exit is a haircut on preference. There was almost certainly some back-room work done to make sure the founders and team got a reasonable outcome inside that structure. On a multiple of revenue it’s fine. On a multiple of last valuation, less so. But for a 12-year-old company with real revenue and a genuine strategic acquirer at the table, this is a good outcome in a difficult market.

Props to Eric Stearns, Viant’s Head of Corp Dev, who joined from RBC Capital Markets in August 2025. This appears to be his first deal in seat. First one through the door and it’s a clean, sequenced strategic buy with solid economics. Good start.

Next week: Christian may or may not spill what he heard at the JEGI-Leonis conference in New York (Chatham House rules, technically). Ayelet just spoke at the Own It Women’s Agency Ownership Summit in front of 400 people and has a lot to say.

Both will be at Possible in Miami. Come find us.

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

We caught up with Ameya Deshmukh from EverWorker on the floor at ShopTalk for a quick but dense conversation about what AI workforce platforms actually do, who they replace, and why the agency stratification moment is already here. If you run an agency, a startup, or any service business with operational overhead — this one’s worth your attention.

What EverWorker Actually Is

EverWorker calls itself an AI workforce platform for business leaders. The pitch: create AI employees and delegate entire jobs to them. Platform plus services plus templates, with AI workers live inside your business in as little as 45 days.

The outcomes they’re selling aren’t abstract. Increased revenue, reduced operational expenses, and a leaner go-to-market. For early-stage companies especially, they frame it as a simple value exchange: $60-90K annually gets you the equivalent of roughly $600K in headcount replacement plus $600K in tools you’d otherwise have to buy separately. For a capital-constrained startup, that math is hard to ignore.

“I Can Just Build This Myself” — The Obvious Objection

It’s the first thing Christian asked. If I can spin up an agent in Claude Code or OpenAI Codex tomorrow, what am I actually buying from you?

The answer is more honest than most vendor pitches: most EverWorker customers come to them after they’ve already tried to build it themselves. And they’ve usually gotten pretty far. The problem isn’t the first agent. It’s everything that comes after.

Three failure modes keep showing up:

Scale and adoption. A technically proficient VP can architect an agent. Getting the rest of the organization to actually use it is a different problem entirely. Most employees will never become builders — they need something they can pick up and use without understanding what’s underneath it.

Maintenance. Every time the agent needs updating, you’re back in the code. In a business moving fast, that becomes a constant tax on your most technical people’s time.

Bandwidth. If you needed agents badly enough to build them yourself, you’re already under operational pressure. One use case is manageable. Thirty or forty use cases — which is usually what the business actually needs — is not.

EverWorker’s solution is natural language configuration, modular architecture (workflows, workers, and skills as composable building blocks), and an integrated UI that lets non-engineers deploy and iterate without touching code. The goal is making agent management feel like managing actual employees — write an operating procedure, hand it off, iterate in plain language.

Whose Lunch Gets Eaten

This is where it gets pointed.

When a customer adopts EverWorker’s go-to-market package, three categories of vendors tend to disappear from their stack:

Vertical agent platforms. EverWorker’s AIO/SEO worker does what SEMrush charges $35K for — and delivers it as part of a broader $60K annual package covering 15 workers across the entire marketing and sales function. Per-capability cost: $5K annually versus $35K standalone. That’s not a rounding error.

Agencies. Ads agencies, SDR agencies, content agencies. They’re already seeing displacement. An SEO agency is currently using EverWorker to deliver client work — the clients don’t know the platform is writing their content. The AI-first agencies that lean into this model will take share from those that don’t. That stratification is already underway.

Consulting firms. The one that raised eyebrows: EverWorker recently won a deal against BCG in the Nordics. BCG quoted €60K and two quarters just to evaluate AI strategy and recommend use cases. EverWorker walked into the first meeting with a full business analysis, four custom use cases, and a live demo worker — built in 48 to 72 hours. The consulting engagement model for AI strategy work has a real problem.

On the M&A question — whether Accenture’s $2B remaining M&A budget might eventually find its way to EverWorker — the answer was diplomatic but unambiguous: if Accenture wants to have that conversation, the CEO is open to it.

The Agency Stratification Moment

For agency operators listening, the framing Emea offered is worth sitting with.

The agencies that survive the next three years aren’t necessarily the ones with the best people or the longest client relationships. They’re the ones that become AI-first fast enough to deliver more output with existing headcount — and use that margin to take share from competitors who didn’t move.

The laggards will lose clients to the agencies that are already doing more with less. The forward-thinking SEO agency currently running EverWorker behind the scenes for their clients isn’t the outlier. They’re the early signal.

For early-stage startups specifically, the value proposition is even cleaner. You can’t afford the headcount. You can’t afford all the tools. EverWorker is a bet on solving both problems at once, and at $60-90K annually for the equivalent of a fully staffed go-to-market function, the math works in your favor if the platform delivers.

The Bottom Line

EverWorker is a seed-stage company — $10M raised, founded by the team behind Veen (acquired for ~$2B), headquartered in Zurich with engineering in Europe and go-to-market distributed across North America, UK, and the Nordics.

They’re early. But the problem they’re solving is real, the displacement thesis is already playing out in their customer base, and the competitive vector — going after vertical SaaS point solutions, agencies, and consulting firms simultaneously — is exactly the kind of horizontal platform bet that tends to look obvious in hindsight.

Watch this space.

Recorded at ShopTalk 2026, Las Vegas.

Subscribe to In/Organic for weekly M&A and startup coverage across agency and SaaS.

What he does have: a $1.3B exit (Frame.io → Adobe), seven early-stage operating roles, LP positions at GTM Fund and Stage 2 Capital, and the kind of pattern recognition that comes from building in five completely different industries. He’s now CEO of Wyllo — formerly NoFraud — a CX-first risk intelligence platform backed by PSG that just completed its first tuck-in acquisition of Yofi.

We sat down with Scott at ShopTalk in Las Vegas to break down how he thinks about inorganic growth as an operator. This one is dense. Worth reading slowly.

Reframe the Category or Don’t Bother

Scott’s first move at every company is the same: ignore how the industry describes itself and ask what problem is actually being solved.

At Frame.io, everyone said “Hollywood.” He said video — the most powerful medium on the planet, needed by everyone. At NoFraud, everyone said “payments” and “fintech.” He said trust — the first question in any decision, in any context.

That reframe became the foundation for the rebrand to Wyllo and the acquisition thesis. If the core asset is trust intelligence — the ability to assess the legitimacy and intent of any customer interaction in real time — then fraud prevention is just one application. CX orchestration, return propensity, lifetime value prediction: all of it flows from the same graph.

The category you define determines the acquirers who eventually come for you. Scott is already thinking about that list.

150 Companies. One Deal. Here’s the Filter.

Before landing on Yofi, Scott talked to roughly 150 companies. His filters, in order:

1. Product acceleration. Does this get us somewhere we couldn’t reach in 18 months on our own? If it’s a prioritization problem — something we could build if we just focused — it’s not an acquisition candidate.

2. GTM fit — and not just the obvious layer. Most people check whether you’re selling to the same customer segment. Scott goes deeper: Are you selling to the same buyer? And even below that — are your pricing architectures compatible? A $99/month widget and a $10,000/month platform don’t cross-sell. The math doesn’t work and neither does the motion.

3. Philosophical alignment on where the market is going. Not just “we agree on the roadmap” — but do we share a fundamental belief about what this space becomes? With Yofi, the answer was yes on every dimension. They believed CX would become the most strategically underleveraged asset in commerce. So did Scott.

4. Can we fight well? The one most people skip. Scott didn’t want a team that nodded along. He wanted founders who would argue, push back, and tell him he was wrong. Marriages don’t fail because people fight — they fail because people stop.

Partner First. Acquire Second.

Before Yofi became an acquisition target, they were a go-to-market partner. Wyllo was bringing them into deals. They were winning together. Customers were asking questions that only made sense if the two products were eventually one product.

That partnership did three things before the LOI was ever signed:

• Proved there was real GTM overlap (not theory)

• Gave both teams a chance to stress-test the relationship under pressure

• Gave Scott a structural advantage when Yofi ran a competitive process

When the founders eventually had enough inbound interest to run a lightweight process, Wyllo wasn’t just another bidder — they had shared history, shared customers, and a shared vocabulary. That’s a moat no term sheet can fully replicate.

The Deal They Structured

Scott won’t share specifics, but the shape of the deal was: meaningful upfront multiple, performance-based earn-out, and a rollover equity component for the founding team. The rollover wasn’t symbolic — it was meaningful, because the Yofi founders genuinely believed in what Wyllo was building. They weren’t taking chips off the table. They were buying into the next chapter.

The earn-out piece was the hardest part to align on. An earn-out is a leap of faith — it only works if the acquirer doesn’t shift priorities in a way that locks out the founders. Scott’s answer to that wasn’t contractual. It was transparency: clear role definitions upfront, honest conversations about what was fluid, and a track record of saying what he meant.

“You can’t bullshit people in this process. You spend too much time together. It comes out.”

Why the Rebrand Had to Wait

Scott wanted to rename the company from day one. He waited three years.

His rule: the brand should be a promise. You can’t make a promise you can’t keep yet. Until Yofi was integrated and the platform story was real, a rebrand would have been paint on a house that wasn’t finished.

Wyllo was chosen for specific reasons — a tree with deep roots, strong but flexible wood, healing properties, and a growth pattern that finds its way into unexpected places. It also represents an intentional departure from the clinical, fear-based branding that dominates the risk intelligence category. “Wyllo for the change makers” is a different posture than every competitor in the space.

The name change wasn’t the finish line. It was the starting gun.

The Buy Box for What Comes Next

Scott’s criteria for future acquisitions:

• Something that takes more than 18 months to build in-house

• Data-rich business with meaningful scale (he cited $5M+ revenue as a credibility threshold)

• Customer base that validates real product-market fit

• Ideally something that deepens the integration layer or expands the end-to-end risk and CX intelligence story

He’s specifically thinking about the complexity of connecting Wyllo’s platform across the fragmented e-commerce tool ecosystem. Whoever has figured out a better approach to the integration layer is on his shortlist.

Who Buys Wyllo for $1B+?

Scott’s honest answer: probably someone in the threat intelligence or CX consolidation space. Help desk platforms looking to add intelligence and orchestration capability. Payments networks like Mastercard or Visa as payment infrastructure fractures and they need to compete on value-add rather than rails. Or a PE firm with a thesis around building the e-commerce operating system from the ground up — in which case Wyllo might not be the acquired. It might be the acquirer.

Scott Gifis is CEO of Wyllo (formerly NoFraud), backed by PSG. Previously President & COO at Frame.io. LP at GTM Fund and Stage 2 Capital.

Subscribe to In/Organic for weekly M&A coverage across agency and SaaS.

The Forrester Frame

The Q1 2026 Forrester Commerce Services Wave dropped recently, and it’s a useful lens for this question. If you’re a scaled independent — Wpromote, Front Row, anyone with a serious commerce practice — you’re the kind of asset that could move a “strong performer” into “leader” territory overnight.

So we ran the wave through Clay and asked: which of these players has the strategic rationale and the balance sheet to actually write the check?

The verdict:

• ✅ Accenture — acquisitive, cash-rich, already paying $1B+ (see: Faculae)

• ✅ Tata Consultancy — $9B in cash, growing U.S. presence, commerce services is a gap

• ✅ Valtech — smaller war chest but actively consolidating

• 🤔 Omnicom, Publicis, WPP — maybes. WPP flips to yes if a PE sponsor comes in.

• ❌ Merkle, IBM, Capgemini, Infosys, EPAM — not happening

The dark horse call: Tata. BPO-first reputation, huge cash position, and teams actively scouting the U.S. market. A move into scaled commerce services would be a statement acquisition — and that’s exactly the kind of deal nobody sees coming.

Five Deals Worth Knowing from Q1

1. Front Row + Socium Media Charles Bank ran a clean buy-side process and found exactly what Front Row needed: scaled paid search, paid social, SEO, and shopping feeds capability to bolt onto their Amazon-first platform. ~50-person shop, NYC HQ. Textbook.

2. Podean + AdAdvance Travis, Mark, and the Commerce Canal crew continue to build. AdAdvance (Duluth, MN) brought proprietary tech built from scratch on top of Amazon — not fake-it tech — plus a customer base Podean needed. Permanent Equity was the seller. Mountaingate keeps running a clean, focused playbook.

3. OneMagnify + Optimal (carve-out) One Magnify, the AI-enabled B2B marketing and data agency backed by Crestview, carved out Optimal’s performance media and audience data business. They now have a scaled “always-on” paid media engine that feeds directly into their AI platform. Headcount is approaching 1,000. Bright Tower ran sell-side.

4. Shipyard → strategic investment in Fancy AI This is the most interesting structure of the quarter. Shipyard (Columbus, ~300 people) made a strategic investment — not an acquisition — in Fancy AI, an Austin-based GEO/AIO platform helping brands show up in LLM-driven search. Rick at Shipyard calls it a partner-first play: dip your toe in, prove the value to clients, then decide if you need to own it. Smart optionality. Could be more expensive in 18 months. Worth it.

5. Sol XC + Craft & Commerce Flew under the radar. Sol XC (Toronto) acquires Craft & Commerce, a fully remote paid media agency with a specialty in Amazon, Walmart, and Target retail media for CPG. Another Amazon-oriented deal. The cross-border angle is under appreciated.

Three Takeaways

1. Strategic buyers exist. It’s not if — it’s when. Accenture, Tata, and Valtech all have the money and the motivation.

2. Retail media is the hottest capability gap. Three of five deals this quarter were Amazon/retail-media oriented. This isn’t slowing down.

3. AI is in every deal. Whether it’s the stated strategy (OneMagnify), the product being acquired (Fancy AI), or the framing on the term sheet, AI-forward positioning is showing up consistently. It’s no longer a differentiator. It’s table stakes.

Ayelet is actively running a buy-side mandate — looking for a DTC performance shop and an Amazon agency, both in the $1–3M EBITDA range, U.S.-based. DM her on LinkedIn if you know a fit.

We’re also looking for the right podcast sponsors. If you’ve got a name in mind, reach out.

Timeline
01:15 - Celebrating 10,000 YouTube views: growth milestone
02:11 - What strategic buyers are willing to pay for independent agencies
03:10 - The Forrester Commerce Services Wave and agency positioning in the market
05:55 - Analyzing the cash positions of potential acquirers like Tata and Accenture
07:18 - When do strategic players step in to make their move?
09:22 - Highlights of recent acquisitions: Front Row and Socium
10:11 - The strategic fit: Amazon-focused agencies and vertical capabilities
12:13 - Podion’s recent acquisition of AdAdvance and its strategic significance
14:01 - Clarity in deal strategy amid rising deal volume in the first quarter
15:03 - The role of PE firms like Mountain Gate building strong portfolios
16:16 - The importance of strategic clarity and data-backed decision making in M&A
17:05 - The acquisition of Optimal’s performance media by One Magnify
18:16 - Expanding capabilities through strategic acquisitions and vertical specialization
19:41 - The latest on strategic investments: Shipyard’s partnership with Fancy AI
23:16 - A hidden gem: Craft and Commerce’s acquisition by Sol XC and Amazon retail media focus
24:24 - The ongoing hunt for agencies: Opportunities in performance marketing and Amazon services
25:37 - The quest for sponsors and strategic partnerships to support industry growth
26:20 - Final insights: credible buyers are out there, retail media remains hot, and AI integration continues to shape deal flow

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 on YouTube: https://www.youtube.com/@InorganicPodcast/featured

Resources & Links

• Clay AI – AI tool used for market analysis and potential acquisition insights

• Forester Commerce Services Wave – Market positioning report highlighted during the discussion

• Shipyard – Performance agency investing in Fancy AI

• Fancy AI – Generative engine optimization platform

• Front Row – Amazon-first e-commerce accelerator

• Socium – Performance marketing agency acquired by Front Row

• Podean – Amazon-focused agency expanding through acquisitions

• AdAdvance – Retail media agency acquired by Podion

• Optimal – Performance media company bought by One Magnify

• Craft and Commerce – Amazon and retail media agency acquired by Sol XC

Subscribe to In/Organic for weekly agency M&A coverage. New episodes every week.