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Jun 28, 2026Episode 118

How does the 'AI divide' affect my company's valuation and exit?

The short answer

Growth equity targets capital-efficient companies with product-market fit, offering founders a path to scale and take chips off the table without the binary risk of VC. Jim Ferry of Volition Capital ($1.8B AUM) explains how his firm structures minority deals and why, in today's market, being "AI-native" is the key differentiator between premium M&A multiples and getting stuck in the valuation gap.

Market Context

What 2026 exits actually pay for SaaS

Miro had $600M ARR and 250,000 enterprise customers. They sold for $1.79B — roughly 3x revenue. Their 2021 investors took a 90% haircut on their mark. This is the current market clearing price for quality horizontal SaaS. If you are building toward an exit, you need to know which multiple category your business belongs in — before your board does that math for you.

Highlights

  • Growth equity deals are typically 10-40% minority stakes, often with shareholder liquidity for founders to 'take some chips off the table.'
  • Many PE investment committees are 'closed' after buying software companies at 10-15x ARR that now trade at mid-single digit multiples.
  • The test for an AI-native business: If LLMs went away, would your business still operate? If yes, you're likely AI-adjacent.
  • One hyper-growth AI company went from $0 to a $20M run rate in 9 months, earning a $1.3B valuation.
  • The #1 deal-killer in an M&A process: missing your financial projections is a 'death sentence' for buyer conviction.
  • A portfolio company pivoted its product after being hit by AI, growing from $0 to $3M run rate in under 4 months.

The full breakdown

Growth equity sits between early-stage venture capital and later-stage buyouts, targeting businesses that have already found product-market fit. Jim Ferry, General Partner at Volition Capital, defines the ideal candidate as a company with a "five million plus run rate" that is scaling well, often bootstrapped or having raised less than "$10 to $15 million of institutional capital." Unlike VC, which makes many bets expecting most to fail, growth equity has much lower loss rates. "We're not kind of pushing them to... have a binary outcome," Ferry explains. This model aligns with founders whose net worth is tied to their business, offering a path to scale sales, marketing, or product without taking on existential risk. A key feature of growth equity is its flexibility around deal structure and founder liquidity. Volition typically takes minority stakes ranging from 10% to 40%, with a median around 20%. Crucially, these deals often include a secondary component. "A large portion of our deals have some level of shareholder liquidity in them," Ferry notes. This allows founders to "take some chips off the table," securing personal finances so they can be less risk-averse in pursuing aggressive growth. "It frees founders up a little bit to say, 'All right, I've gotten enough capital where I can buy a house... Now I can kind of go for it.'" The current market is defined by an "AI divide" that separates companies into "the haves and the have nots." Ferry warns that private market valuations still lag public market corrections by six to nine months, creating a significant bid-ask spread for non-AI businesses. For companies seeking capital or an exit, AI is no longer optional. "Every company is or needs to be an AI business or you're going to fall behind," he states. The critical distinction is between being AI-adjacent and AI-native. Ferry offers a simple test: "If the LLMs, the frontier models went away, does your business still operate? If the answer is yes... you're probably AI adjacent. You're not AI native." This AI divide directly impacts valuations and M&A outcomes. While a hyper-growth AI-native company can command "wacky multiples" (citing a company that went from zero to a $20M run rate in nine months and was valued at $1.3 billion), a "traditional SaaS company" is now valued at "mid single digit ARR multiples." For founders running an M&A process, Ferry gives a stark warning: "Missing your projections mid process is like a death sentence." He advises setting conservative projections to build buyer conviction, as beating them strengthens a deal, while a miss can cause a re-trade or kill the process entirely.

Who's on this episode

Jim Ferry
Jim Ferry
General Partner · Volition Capital

Jim Ferry is a General Partner at Volition Capital, a growth equity firm that invests in high-growth, founder-owned technology companies. He specializes in sectors including payments, supply chain, logistics, marketplaces, and advertising technology. At Volition, Jim partners with bootstrapped or lightly-funded businesses that have achieved product-market fit and are ready to scale. He has led notable investments, including the successful exit of ad tech company Kinetics. Jim's approach focuses on providing capital for scaling operations, product expansion, and strategic shareholder liquidity.

Questions answered in this episode

References & resources

Hosted by

Jason Kirby
Jason Kirby
Host · Founder, Thunder.vc

Podcast host, angel investor, and serial entrepreneur with 4× exits ranging from small businesses to VC-backed tech companies. Jason has been personally involved in over $100M in transactions and now helps founders close their next transaction at Thunder.vc, from pre-seed rounds to $100M exits. He coaches founders through their next major transaction and gets the deal done by introducing them to the right people in his network.

Apply to work with Jason

Full transcript

No investor wants to have loss rates, but it is just the nature of the beast of this industry. High risk, high reward. Missing your projections mid process is like a death sentence. >> What is growth equity really means? >> Growth equity I think sits between kind of early stage venture financing and later stage buyouts. >> What makes a company ready for growth equity? >> When is a founder ready to take on growth equity? I think it's when you're feeling like >> Everyone, welcome back to 100 Million Dollar Exits. Today, I'm excited to have Jim Farrell on the call with us, general partner at Volition Capital, uh managing 1. Actually, 1.8 billion under management in the growth equity category. Jim, welcome to the show. >> Thank you for having me, Jason. >> So, I just want to go straight into it for our audience. Uh I don't think our audience truly understands what growth equity really means. Uh can you explain to the audience what is growth equity and what makes a company ready for growth equity? >> Yeah, growth equity I think sits between kind of early stage venture financing and later stage buyouts. So, we tend to invest in businesses that have found product market fit, call it 5 million plus run rate, uh scaling well. For Volition, uh we tend to work with businesses that haven't raised a ton of outside capital. Many of the companies are bootstrapped or raised less than kind of 10 to 15 million of institutional capital. Um I think what's different about VC is VC tends to make a lot of bets in a given fund. They know that they're going to lose capital in a lot of them. Um and hopefully they have a couple investments that carry the fund. Uh for us in growth equity, because you're investing in businesses that have found product market fit, you have less um much lower loss rates. Uh so, these are kind of real businesses that even if things don't go to plan, they tend to have some um equity value to them. And uh you know, you're you're you're not taking huge binary uh bets. Um But, the interesting thing is I I I I think that you can have really big outcomes. Um and we've seen that uh within our portfolio. Um so to me it's a really good risk reward asset class from an investor perspective. And I think it aligns us well with founders as well because we know that a lot of the founders net worth is tied up in the business that they have and we're not kind of pushing them to hey, raise a bunch of capital and have you know, try to burn through it as fast as possible and uh you know, you're going to have a binary outcome and we don't really care if it goes to zero because we have another, you know, 20 portfolio companies. Like I don't think that's like a great alignment um on on strategy. So that's why I like from my perspective, I'm biased. I think it's a you know, a good model and a and a really good asset class. And um to your point uh to your other question of when is a founder ready um to take on growth equity, I think it's when you're feeling like, hey, we have found a uh product market fit and I'm either uh many times is ready to kind of scale the sales and marketing organization. So investing heavily in that to go after a greenfield market opportunity. Um or sometimes it's to execute on a product expansion that will increase the total addressable market opportunity. Um and sometimes uh you know, founders have built a really good business and they've gotten to a certain scale and they want to take some chips off the table. So we do um you know, a large portion of our deals have some level of shareholder liquidity in them. Part of that I think is it frees founders up a little bit to uh say, all right, I've gotten enough capital where I can buy a house. I can probably put my kids through college. Now I can kind of go for it. And they're a little uh you know, risk averse uh in that sense just by getting a little bit of capital um into their pockets. But we just don't want our capital to be the liquidity event. It's kind of a hey, here's a little bit to hold you over in the meantime. >> So, that's what I want to talk about cuz I think there's some opaqueness for the market on understanding like, well, how do these deals actually get structured? Like, is it buying a majority? Is it buying a minority? What percentage is often allocated for, you know, secondary uh liquidity versus primary capital? So, it'd be great to kind of share how, you know, maybe how you see the market doing it and maybe how Volition does it a little bit differently or Alliance of Market. >> Yeah, for the most part, I'd say growth equity tends to be minority stakes in businesses. Um there are some funds that have an ownership target of 20 or 25% or something like that. To us, I'd say uh our ownership tends to range in the 10 to 40% range. To me, that's really just an output of a math equation of valuation and check size. However, I think the median is probably closer to that 20%. Um just that that that tends to be kind of market. Um but I think growth equity relative to VC is a lot more open to some level of shareholder liquidity. Part of it is that um you know, we wanted to Volition especially, we want to take a concentrated approach to the fund. So, our general philosophy has been if you have conviction that if to invest at 15 million, you should have conviction at 25 million or 30 million or whatever it may be. Um we're definitely more open to giving shareholder liquidity if the company has more scale um or some level of profitability or break even where they've kind of proven the model, especially if they're profitable because in theory if they own a large portion of the business, they could just take dividends on the on the business over the next few years. So, um by getting some capital in their pocket enables them to, like I said, go for it a little bit more. Um but that's not to say we've done a couple of majority deals where we're kind of in that 51 to 60% range, but I think we always want to be aligned that we're not making a lot of money unless the founders are making a lot of money. It goes back to alignment of both parties. >> When these deals start to to come together, like typically with venture capital, there's like an initial investment and there's like follow-on rounds that most funds reserve, you know, maybe 50, 60, 70% of the capital for those follow-on investments. Is Volition set up in a similar way? Has has growth equity like in a like one check or are they you planning to kind of acquire more as you go through the relationship and the business expands? >> Definitely the latter. We I think it as a fund our strategy is to make sure you double and triple down in your winners. And that gets back to we want to have a concentrated approach to the fund where you know, a large portion of the capital is in the best companies. Like the those are always the best funds. Um, you know, I think you know, what what Warren Buffett has said that diversity diversification kills returns and I tend to agree with that. So, there's different ways to do that. For instance, if we're writing a $15 million check, that's on the low end for us in this fund, but in that like what we want to feel like there's an opportunity to get more capital over time and that can be through additional financings that maybe we preempt instead of them going to market or maybe we have a super pro rata right, which means instead of if we own 20% of the business, maybe we can put in you know, up to 40% of the next round to get our check size up. Sometimes it's M&A where they may not need the capital now, but they wind up looking at a tuck-in acquisition and need more capital. And I think what's becoming more common is doing a tender a tender offer, which is a way where you can basically just go to the to all the shareholders and say, "Hey, we're willing to buy at this price per share. Who wants to sign up and and and sell a portion of their proceeds?" And we've done that in the past to get more capital into some of the winners and we found that once you kind of put some capital in front of a lot of employees on the cap table that maybe haven't had a big liquidity event, it could be life-changing for them to get, you know, even a few hundred thousand dollars, pay off their mortgage and so forth. So, tends to be kind of a win-win situation. >> It's good to get this idea of the structure. But now let's talk about like a a bet that you've made. You know, technically they're investments, but again they're all Yeah, it's less it's more of an investment I guess than VC. VC is more bets uh in terms of language, but when it comes to like a contrarian bet that you've made or contrarian investment that you made where maybe the the investment maybe wasn't obvious to the IC the investment committee or the the outside that you were the most proud of that you kind of brought in and got done and like what was the outcome of that? >> Yeah, it was probably um a sector that I think has widely been dismissed and it kind of goes through abs and flows, but it's the advertising technology sector. And there was a time when I remember talking to a bunch of ad tech companies and a few of them had really strong financial profiles, potentially better than like most of the companies we had seen that year. And we have a growth equity sourcing model. We have 15 or so analysts that are talking to 20 plus entrepreneurs each week. So, you can kind of do the math. We talked to a lot of companies on an annual basis. And I talked to a couple that had grown over 100% very profitable, but the general consensus internally was ad ad ad tech. We don't you know, that we don't like that sector. And my question was why? And a lot of people couldn't uh articulate why there's a hatred for for this uh or negative connotation for this sector. So, I spent a lot of time talking to public research analysts, anyone who seemed smart that was writing articles in this space, talking to as many ad tech companies that I could. And we kind of created a playbook of here's what we think an interesting ad tech company could look like. And that led us for an investment in a business called Kanatics. Um this is a business that was riding the wave of digital video adoption uh for open web publishers uh back in the day. And uh you know, when we exited they wound up having I don't know, maybe 30 or 40% of the comScore largest 100 publishers using uh the Kanatics product, which was a video player that you could show your own video, but it would also make video for you based on context relevant content in So for instance, if you had an article about Elon Musk, it might create a video slideshow or something on Elon Musk. Um and it can serve an ad in in the mid-roll there. Um grew really well, just phenomenal execution from the team, very profitable business. It was acquired by a PE fund for um one of our biggest uh exits um from a multiple perspective. Um so just a really good story of like a sector that I think a lot of people dismissed. So as we're talking to the founders, we were really the only firm that they were talking to cuz most of the other firms were had that mindset of adtech is not interesting. Where my thesis was always all right, well, 50% of the ad spend is happening in the walled gardens of Google, Facebook, etc. The other 50% is outside of that. Someone has to be the winner there. And uh you know, th- th- this one wound up being uh uh you know, a really good asset and and a good winner. Great execution from the team. >> In a situation like that, when you're doing those deals, so then what kind of deal structure like was that a situation where you came in and kept doubling down with their Were there additional opportunities to get a bigger bite of the apple? Was it you know, kind of like the first round? Like so tell us about the kind of deal architecture you had over time and how that materialized. >> Yeah, so this was an interesting one. We were the first and last capital in the business because they continued to grow so well and they were very profitable. Um the investment was uh you know, part uh primary capital for the balance sheet, so they had a cash cushion and part of it was for, uh, the team to take some chips off the table in the form of liquidity up front. Um, but, unfortunately, this is one where there wasn't any, any opportunity to get more capital in over time, um, which is a little bit rare, but we've had a decent amount of portfolio companies where our initial check is the first and last that they ever need and they kind of take them to exit. >> That's great to hear and just walk us through what it looks like when a bet doesn't go well. You know, you're you're effectively supposed to not lose money in these deals. It's not venture where you're going to lose, you know, 80% of your portfolio or whatever it might be. What's kind of a deal that you did you thought you did all the homework, you prepared for everything, but maybe it didn't materialize as as planned. >> What I'd say is like obviously no investor wants to have loss rates, but it is just the nature of the beast of this industry. Uh, in a way, you know, if you're not if you don't have a a loss here and there, maybe as a fund you're not taking enough risk on the upside. High risk, high reward. Uh, obviously that is a fine line and I'm not saying we ever want to lose capital, uh, but, uh, sometimes that is, uh, you know, if you look at any funds, like all of them have all had, you know, one that doesn't work out. Um, and, uh, I may refrain from from talking about the the individual company, but I'll I'll I'll talk about like some lessons learned on some that maybe didn't go the the way that, uh, that we thought. Um, and maybe something that I avoid today as an investor. Um, you know, we had two companies I'd say that were more around hyperlocal regional rollouts. And what I mean by that is they, um, think like, uh, you know, they they go into a city and they launch in a city, they kind of, uh, grow that city and then they go to the next city. And what we found there is, especially where we play, these businesses if they are um I don't know 5 to 10 million of revenue. They might just be in a locality that's close enough from a geographic perspective where the management team can help manage those. And what we found is as they continue to expand from, you know, Southern California to Texas and Chicago and Miami, now every one of these cities has a hyper local nuance that you might not understand unless you live there. So, you got to hire a team that understands all these idiosyncrasies and management isn't there to kind of walk them through a hey, here's the playbook that we have seen work. Um so, punchline is I feel like what happens in a lot of these hyper local rollouts is you tend to have a few markets that are really good, a bunch that are kind of middling, and a few that kind of aren't working. And it's hard to push everything up into that bucket of hey, all these unit economics will work really well. So, those are kind of a couple of like that model I tend to avoid because of that today, and these are ones that didn't play out the way that we initially hoped. >> And so, that's kind of example like the the pattern recognition. You saw this one playbook. Looked good originally, but you know, didn't really materialize as planned despite maybe there might be examples of market where it could have worked, but uh in that particular case it not. So, I want to I'm going to kind of talk about the market today. And we've seen a massive shift in the entire market since 2020 and 2021, the you know, peak of the market, and then complete collapse, but now we've seen the market come back, but a kind of a concentrated market uh in terms of this focus of AI. What's kind of conversations you're having at the boardroom level with the companies you backed uh over the last couple of years. Like, how are you kind of coaching these founders through these moments? What what's kind of happening in kind of behind the closed doors? >> Yeah, I mean, I think every company is or needs to be an AI business or you're going to fall behind. And I think there's a spectrum of adoption on that with every company within our own portfolio. Actually, we just had our our annual Volition Leadership Summit where we get all the portfolio companies together in a room for a couple of days. We did it at Fenway Park here. It's a great kind of Boston venue. And the theme, obviously, was AI. We had a lot of great guest speakers and panels, but I think the best sessions in there were when we just did 20-minute quick hit demos of what portfolio companies are doing internally to adopt AI within their operations. And that can be kind of front-facing to the end consumer on the product side or or back office related. That was invaluable cuz I think what it what we're seeing a lot is there is almost an 80/20 rule where like 20% of employees are kind of driving 80% of the AI adoption at but at at at a given company. But they tend to be siloed. I think you have a lot of people that are tinkering and experimenting and making their day-to-day a little efficient, but they're not architecting this at the corporate level to drive change for the entire organization. I think that's what a lot of people are missing these days, and that's where a lot of what our leadership summit was focused on was hey, how how do you get everybody on board with this and try to standardize a lot of the skill files and agents that everyone can work work with across the organization to make sure everything's talking together. So, that's I think where we where a lot of of conversations are at the board level. >> So, let's talk about that, cuz like I do that with companies all the time right now. We have a literally just got off a call with a client today where we've been pushing them to do what we call like an AI day. You know, it's like it just it's a it's a hackathon towards a certain destination, everyone has to show their homework, like show what they did, show what they built. And they're like kind of plan like, you know, see where your performers are. Um and you know, who's stepping up, who's who's two-xing, who's five-xing, who's 10-xing, and who's staying the same. Uh and and what do you do about that now that you have that data? Like what are some examples of what you've seen kind of work well for these companies to kind of adopt AI when they maybe weren't a AI company from the start. >> I'll start with what what's working at Volition cuz we're in the same boat. We're we're we're trying to adopt AI for all of our uh day-to-day processes and workflows and to make everyone's life easier. And what we've done is every Monday we have uh Volition AI Labs is what we call it. Uh 4:00 to 5:00 p.m. And using AI, we created a website where you can sign up to demo something. And this could be something that is highly practical for everybody in the organization. It could be something that you just thought was cool or a new tool that you found um or even a tool that someone told you about on a call that may not even be relevant for our day-to-day, but just something that should be on our mind as we think about our portfolio companies could use it. Um and that's been a good way to knowledge transfer to the entire organization. So, everybody shows up with their laptop and we're doing stuff in real time. So, a couple weeks ago, we uh we have a bunch of sandbox laptops that we build uh open claw on just cuz uh it's in beta and you know, we don't want it to touch all of our data and we have a lot of sensitive information, maybe PII from companies and that sensitive data. But, having the sandbox laptops just to play around with is great. Um you know, I think compliance holds us back in a lot of uh people in the financial sector but so that's kind of our work around for that but at the same time I it's just been great for knowledge transfer. So I've actually pushed a lot of our portfolio companies to do this to once a week have a demo day it's kind of what you talked about demo day but it's a demo hour so it's more quick hit bite size stuff. Every single week record it for those that can't make it and make sure that you're sending it out to everybody. But I do think that you just need to be intellectually curious and tinker with it with AI to understand the capabilities and I think there's been a lot of portfolio company management teams that have had like an epiphany since Opus launched you know whenever that was February and there's some really cool stuff that people are doing. >> I think it was a moment of kind of reality when it works. You know it when Opus came out and you know 4.6 had the latest 4.5. >> Yeah it was 4.5. >> And like you see you see the reality of like oh this is as simple as a prompt and getting a meaningful result maybe not 100% but getting pretty far there. For any company leader if I'm not seeing them take action in one way shape or form that's just like okay you are you are the legacy you will be the the business that gets overwritten in history if you do not tap into this and just tapping into it is just now it's table stakes I feel. You are you know that it doesn't mean you get a higher evaluation it doesn't mean you get you know a better it's just like you just survive and like it play that you get to play you get to roll the dice again and you know play the game. You know I feel like that's such a key piece of today's economy but I want to kind of you know shift gears it's when we were talking offline about liquidity in this market something that is rare and everyone's desperate for as we're kind of seeing the uh IPOs happening and yeah, SpaceX getting ready to go and and multiple others kind of gearing up for for IPOs and hopefully driving a lot of liquidity to the market. You know, what's happening in the private markets? What are you seeing kind of at your stage of this kind of growth uh stage that would ideally be the next stage to either M&A or potentially IPO? Like, what are you seeing in the market from your perspective? >> Real quick, if you're a founder doing over $5 million in revenue and want to know what the best $100 million plus founders are doing to fuel their growth, then make sure to subscribe to our $100 million exits newsletter. Get the playbooks that are proven on how to fund, grow, and sell your business. I'll even give you a curated list of investors that want to invest in your business. It's totally free. All you have to do is click that link down below, subscribe. Do it now. I promise it's worth it. You won't regret it. You got nothing to lose. Go ahead, subscribe now. Back to the show. >> It's kind of the haves and the have-nots right now, I'd say, and there is it still a large delta in public market valuations and private market valuations. Um I'd say the private market historically tends to lag corrections in the public market by 6 to 9 months. Um if you look at a lot of the sell-off cycles, and so I don't think it's hit private market yet. It's amazing that you know, you can look at SaaS multiples for a given subsector that are trading at three times revenue, and ultimately it's really a cash flow multiple that they might be trading on. None of the businesses that we're looking at at, you know, 10 to 30 million probably have cash flow uh or not or a meaningful amount to be valued off of that. So, it is tricky. And I think that a lot of them are still saying, "Well, my last round was our seed round was done at this multiple or this price, so we're expecting it 2x right up from there." And that's just not based in reality for a lot of startups that had inflated early valuations. So, they're now in this zone where those deals are just not getting done cuz there's a spread on the bid and ask. Um Now, when it comes to liquidity, I'm finding that once again, it it it's more the have than the have-nots where you need to be very durable in an AI world in order to get through some of these large PE fund investment committees. And we've taken a couple of companies to market uh right before the SaaS-pocalypse. So, truly could not have gone to market at a worse time, uh but we had already launched and we kind of kept the process going. And these were really good assets where if we went to sell 9 months ago, they probably would have had eight to 10 bids uh from potential buyers. And both of them kind of got one bid that just wasn't interesting. And I think the feedback both of them were represented by an investment bank, and the feedback on that was there are a lot of PE funds that are trying to get their house in order right now because they bought software companies at 10 to 15 times ARR or something, and now those if they were to take these public, they might trade at, you know, mid single-digit ARR multiples. So, they're working through that. Some of them are multi-asset class, and now they're overexposed in technology. So, partners are trying to do deals, but investment committees are closed, which is something that we see in a lot of these correction cycles. So, both of those businesses are great businesses. >> to unpack that a little bit more. But, what does that mean like investment committees are closed? And give a little bit of context to the audience that may not be familiar with like how investment committees work. >> Yeah, so a typical private equity fund they all have their different flavors, but I'd say there there tends to be a quote unquote lead partner on a deal that is putting their neck in the line and saying I want to do this deal, and they're going to a broader investment committee of the other partners. A lot of them are set up in different ways. Sometimes it's a unanimous everyone needs to raise their hand to say it's a unanimous vote to do the investment. Sometimes it's majority. Sometimes, you know, it's you can do it by one person if one person says no, they can block it. So, there's a different structure everywhere, but I'd say pretty much every PE fund has a some type of investment committee where they're reporting all the data and market findings. And as I mentioned, we've seen this in other market corrections where the partner that's looking at the company wants to make the investment, but gets shot down by the broader team and investment committee. It's funny it's it's an odd dynamic because ultimately you have to do deals, and these are large PE funds that have huge pools of committed capital, and they need to deploy that over a certain period of time. So, it feels like this is one of the things that is point in time, I'd say, and if you fast forward as the dust settles a little bit on AI and people figure out their conviction or thesis in this space, I think that there is probably going to be a flurry of activity in the market of all these funds that were sitting on the sidelines for a while that need to just deploy the committed capital from their LPs. >> Yeah, I think curious about that cuz there's just so much I would say like the point you brought up about the bid and ask spread, what the sellers are expecting and what buyers are willing to pay. Something we're seeing in multiple different markets where it's like founder wants out or, you know, investors want out, but it's such a depressing number to take and or they raised venture before, they have a pref stack, and clearing that pref stack now becomes nearly impossible and or meaningless, you know, once they do clear it. What kind of conversations are you experiencing or having that, you know, are addressing this? Like what's some maybe anonymized examples you could share? >> Yeah, I mean, luckily, as I mentioned, we tend to many times be the first kind of true institutional investor in the business, or maybe there's some, you know, smaller angel or seed funds. So, a lot of the businesses that we invest in don't have that enormous pref stack, um which is a good thing, I think, cuz uh we don't have a lot of companies that are in that zone of hey, if we exited now, the preference stack is larger than the value of the business, so the founder, in theory, walks away with nothing. I think in those scenarios, they usually do a management carve-out just to keep them involved and motivated, but that's less of an issue, uh but I do think that for some folks, they understand their exit uh timeline has shifted because they're going to have to grow a few more years relative to multiples to get the outcome that they wanted. And I think there's some founders who are kind of looking themselves in the mirror and saying, "Hey, I know that we wanted to have a 5 10x plus outcome here, but we may be in this 2 to 3x zone now, just based on valuations, and it's a hard pill to swallow, but it is a lot better than nothing." >> >> So, I think that there's some founders that are saying, "Hey, we could continue on this path for another 3 years, and we still might be in this band of outcomes that's okay-ish. Should we just take the liquidity now?" So, it's a conversation that is different for every company, sector, and board dynamic, but those are the couple of the the combos that we're having. >> Yeah, I think that's tough to have, I guess, from, you know, when you see these these spreads and like the misalignment of, say, investors need liquidity now, and they'll take the loss, or they'll take the not a loss, but maybe not as much as they had wished, or then founder's like, "No, I I I have the stamina." Who can I pull the trump card in that situation in your experience? >> Yeah, I mean, for us, we want to be good partners. We try to be founder-friendly. And the flip side of that is there's been scenarios where companies are doing well, and I think we might be open to riding it for another year or two, but the founders have come to come to us and say, "Hey, I feel like I've created a lot of equity value for all the shareholders, and we want to go test the market." And for the most part, if a founder wants to sell, you got to be supportive of that because they're the ones running the business. Um you know, I I'll give you a real scenario without naming the company that we have a company that uh has been you know, probably at the cross hairs of being impacted by AI, and they had an acquisition offer that would be, you know, probably, you know, in the 2x zone return uh for uh for Volition, and we had a long conversation of "Hey, do we Is this something that we want to do, or do we want to put our heads down, adjust to the uh adjust to the macro market, and we kind of had this product roadmap for something that um you know, we're really bullish on in this AI world, but it might be a slightly different product. I'm going to call it a pivot, but more of a transition of the business." And we've had a couple companies do that. Um there was one in kind of the um the hiring space that got hit pretty hard by uh AI cuz it was mostly focused on engineers, and then they almost scrapped the old product, but kind of used that sequentially to inform their build of a new native AI product that went zero to 3 million run rate in, you know, under 4 months, which was actually way faster than their other product was growing. So, I think great teams can adjust and evolve to the market and just kind of take their existing core infrastructure and product and maybe point it in a different direction in an AI world. >> So, we're talking a little bit about M&A and you know, what kind of leads to the discussion to run a process and what that buy side might you know, the bid and ask might look like. But when it comes to the actual process and the company saying, "Now's the time let's sell." What's kind of the you know, experiences you've had that founders might not be aware of of what actually happens behind the closed doors in these negotiations on the M&A front? >> You know, I think something that founders think about is okay, when I sell this business I I get to go move on and do my next thing. But typically they they got to sign up for a couple years in a transition period at least. Um to ensure a smooth transition. Um sometimes though uh and we've seen this and I think it's good for PE firms to be upfront about this in the process that they might want to put their own team in place and they feel like they have an entrepreneur in residence or someone on the bench that they've worked with in the past that they want to put into the business. So, I think just having that honest conversation up front of what the expectations for the founder are is important. Um from a negotiation standpoint uh you know, what I tell a lot of founders is I think if we work with an investment bank and this isn't to talk bad about investment banks. I think that they they've uh done a great We've We've worked with banks that have done an amazing job of getting us, you know, above the valuation that we expected. But sometimes there comes a scenario where maybe an investment bank is just trying to get the deal done so they get their fee in the final hour and we're willing to negotiate a little bit harder than them. So, we need to make sure that we're aligned there. Uh that's something that I think is very common and I don't blame the bankers for it for what it's worth. They're They if they feel like they got a fair price for the asset, they want to make sure that the deal gets closed. But yeah, I think that like sometimes founders are shocked at the diligence process of like a large PE fund and how in-depth that is because they're writing a massive check in some instances and they're going to know your business better than you do potentially and that can be mentally draining. >> What causes these deals to blow up in the final hour or I mean not the final hour but in the process? What have you kind of seen uh be kind of the common pitfalls that lead to a deal going bad? >> Missing your projections mid-process is like a death sentence I'd say. It's funny because if you miss your projections by 15% someone's probably going to retrade on you and try to change the deal or walk. But I always think it's funny if you beat your projections by 15% no one's going to retrade on the up list. So I tend to guide uh our teams to be more conservative on the financial projections than they might usually be uh in a process and you kind of want to exceed them. That's going to give people more uh more conviction and um so that's one. Two would be if there's a big market correction which I think just happened. I think that there were a lot of I've talked to a lot of banks and they had um you know a bunch of companies that might have been under signed term sheet and all of a sudden the SaaS apocalypse self happens and there were a lot of deals that didn't get done or were retraded in the final hour there. Um but it's funny like I think that there are some strategic or PE funds that may have a reputation as re as like retrading in the final hour without you know a lot of uh or any like yellow or red flags around missing uh plan or uh you know market corrections. So that's a tough reputation to have and people tend to know that. Um the word gets around. If it is someone who has retraded on other deals we want to make sure that we're kind of locked down of hey make sure that we're aligned on this deal. If you re-trade, we're we're going to walk. >> Did they listen? Did they still re-trade at the end of the day? >> Um I think if you call them out on it, people tend to be a little more transparent. >> That's fair. And maybe they just come up with the original offer they were intending to re-trade to at some point. >> Yeah. >> Um and for fun here, we've kind of mentioned some multiples, but I think a great visibility of what you're seeing, if you can kind of just share what markets you particularly focus on and what's the typical multiples that you're seeing companies get priced at right now. >> So, I tend to focus on a lot of high volume transactional internet type businesses. So, think looking at a lot of stuff in the payments world, supply chain logistics, marketplaces whether B2B or B2C, advertising technology, um etc. And uh I know it's like a a boring answer, but there is no standard multiple these days. And I'll give you an example where uh if you're a native AI business that is in hyper-growth mode, you can get wacky multiples. We saw a business that went zero to I don't know, 17 or 20 million run rate in 9 months. Um that was funded at like 1.3 billion or something like that. Um and so, you can do the math there on that multiple that is outrageous, but someone's banking on hey, they're going to continue on this trajectory for the next 9 months and then they're buying down that multiple so it doesn't look so crazy down the line. Now, the risk of that is you could be 6 months in and if that growth rate drops off a cliff, you're you're thinking oh my gosh, we are so far out of the money on this one. Um so, you got to have a lot of conviction. Um and then we've seen uh you know, uh traditional SaaS company get valued more like public comps. Think kind of mid to mid single-digit ARR multiples. Um if you're thinking the ad tech space, I think that a lot of deals are getting done at 10 times EBITDA right now. So, um it's a wide range depending on the subsector. And as I mentioned, it's the haves and the have-nots where if you're kind of chugging along, um you might be unprofitable, you haven't integrated AI in any meaningful way. You're not going to get a the 10x ARR multiple that that you were probably a year and a half ago. So, it's a wide range, but uh it's subsector dependent, I'd say. >> Wasn't giving me the juice I was looking for there, but I'll take it. Um And so, if a company's out there right now, they're doing called the 5 to 15 20 million in revenue, maybe raise a little bit of money to get off the ground. What's kind of what's kind of questions they should be asking themselves as they explore the next transaction? >> I think they should be asking themselves, are we truly a native AI business? Because that's going to become the standard. And I think there's been a lot of argument around the definition of quote-unquote native AI. One of the better uh definitions I've heard is if the LLMs, the frontier models, went away, does your business still operate? If the an- Is your business okay? If the answer is yes, then you're using AI, you're probably AI adjacent. You're not AI native. And I think the more you can become AI native, it's probably a signal around uh the growth rate that you you you can scale um almost infinitely without adding a ton of headcount and that means that you can probably get to the cash flow numbers that a lot of the public comps are trading at these days. Um so, I'd be asking yourself that and looking at what your competitors and peers are doing with AI. And if you don't feel like you're behind, you're doing something wrong cuz no one's ahead. >> When you say no one's ahead, I guess at some color there. Like where what's kind of the insights that you have there in terms of what that means? >> I've yet to see a business that across the entire organization is truly native AI. I think that there are pockets of the organization. For instance, engineering is the easiest one where I think they've been the fastest to adopt and tools have been readily available uh for them to kind of go full native AI when it comes to coding and creating new product and shipping at velocities that were otherwise impossible before using AI. Um I think customer service and support is probably the next uh operational bucket where we're starting to see some efficiency gains, but I feel like there's still a lot to be done across the rest of the organization where finance is dipping their toes in the water. The sales team has some, you know, uh automated skills around emailing, but are they truly native AI in terms of their go-to-market in the way that they're finding prospects and sending outreach, etc. Probably not. Um so, that's what I mean is like things are moving so fast that it's hard to even implement everything into your organization to become truly native AI. If you take a day off of Twitter, you're behind. So, uh I think everyone should feel that way and just try to stay up on it as fast as much as I can. >> Fair enough. And when it comes to like, you know, these companies that have to make the decision cuz there's AI efficiencies. >> Yeah. >> So, optimizations on the back end ideally to perform, you know, improve, you know, even margins or gross profit or um you know, the profitability of the business by reducing costs while ideally not reducing performance. But, what about kind of like AI product? Like, what you know, kind of leading the uh the company towards an AI solution to kind of keep up or is that maybe less important in the market today? >> No, I think it is important and it's sector dependent. Um so, I like some a marketplace investment. Tech was never really like the differentiator. There was the ability to balance supply and demand and create a viral effect for continued growth. So, they're probably uh have less risk for this AI disruption. Granted, they're all they're adopting AI uh more so on the back end and kind of implementing cool little tools on the front end. But, if you're a I don't know, some type of workflow automation software, you're at risk of being displaced by AI. So, you should get out and out of that and think about how can I how can we disrupt our own business? And there's a little bit of the innovator's dilemma. You might need to blow up what you've built to create something that is native AI and more of an agentic um or headless software product that that that you have before cuz I think that's where we're seeing a lot of these true native AI products is you can access them a lot of different ways. You It can be in a traditional kind of point and click software way. It can be in the platform. They'll have some type of a genetic agent where you can ask stuff or make edits on the on the reporting or you can just talk through an integration or MCP into Slack and that's kind of how you're accessing it and it's really just becomes a system of record. So, I think that's what I would consider native AI is when you can have somewhat of a headless solution uh from a software perspective and yeah, it doesn't need to be uh you know, traditional point and click. >> Fair enough. Jim, I want to ask a couple questions here. I want to get your take and your kind of hot take on the a couple of these. You know, first, what's the fastest way you can tell a company has a real moat or a real edge versus just hype? >> Um I would say if they have something that the the question that we ask ourselves is time on the on their this company's side or is it going to hurt them? And there are a lot of different ways for that. It could be first-party data moat, distribution moat, could be um non-public APIs that they have into something. So, I'm looking for something that is unique to this company that other companies don't have. >> And what do most founders get wrong when they take growth capital? >> Um I would say you need to align with the way that your investor thinks are our investments uh whole periods tend to last longer than the average marriage in the United States. So, you need to like the person that you're working with and make sure that you're aligned on how you're thinking about the outcomes of the business. Um you know, as I talk about we're more growth equity focused thinking 1x 5x plus. If you want you know, more of an Andreessen type uh VC and raise a hundred million and burn, you know, 20 million a year trying to go for it, we're we're not the right investor, but like Andreessen's a great model. That's worked for them. They've been great investors. So, make sure that you're aligned on the investor that that you're working with, I think. >> When should a founder sell? >> Uh you need to feel like you've created enough equity value, but I think this is a really hard decision cuz you need to leave enough meat on the bones for the next buyer. Uh, where I've seen that go wrong is you maybe start bumping up into TAM limitations and there isn't a ton of additional growth and you probably waited too long. So, need to feel like things are going right. Um, historically we've kind of looked at the data. If you're able to scale post the growth equity investment over 40% plus uh, compounding for like a four-year period, you should probably sell cuz at some point it comes down from there based on our our data. So, uh, that's kind of a mental number that we have in mind. >> And then, what's one hard lesson you've learned that's completely changed how you invest? >> Especially this day and age, I'd say you can't get too caught up on what the current financials are cuz it may not be the best predictor for the financials five years down the line, especially now. Uh, and this gets back to the question of is time on this company's side or not as it comes relates to where AI is going. Um, so, yeah, I think there's been times in the past where I'm like, "Oh, this is a great financial profile. It's growing well." But, if I remove the financial aspect of the business and just say, "Hey, why is this company interesting five years from now?" Maybe it makes you think twice about it. >> Amazing. Jim, I really appreciate you coming on the show, sharing your insights, and kind of showing what the other side of the equation looks like in, uh, you know, kind of the founder world and uh, what would be the best way for someone that was inspired by the conversation and or wants to connect with you or learn more about Volition. What's the best way for them to do so? >> Yeah, uh, you can go to our website volitioncapital.com. We have a lot of information there. Uh, if you're a founder that's looking to raise, we'd love to hear from you. My email's jim@volitioncapital.com. Uh, pretty simple. And I'm getting more active on Twitter. So, uh, feel free to follow me at JimFerryVC. >> Still calling it Twitter. All right. >> Yeah, X. Whatever you want to call it these days. >> Feels like a political statement if you choose to. >> That is not That is not political. That is >> >> uh old old man diehard. >> Yeah, it's fair, but uh thanks for coming on the show. Really appreciate your insights and look forward to sharing this with the rest of the community. >> Awesome. Thank you for having me, Jason. >> If you were inspired by today's episode, then go ahead watch this next episode. Promise it's worth it. And if you really enjoyed this last episode and you want to connect with the guest I had on today, make sure to leave a comment down below telling me why you would like an intro to this guest and I'll make it happen.