Tech M&A with Fexingo: Software Acquisitions, Strategic Buyers, and Tech Deals

Episode 74 of Tech M&A with Fexingo examines the new due diligence frontier: revenue quality audits. Lucas and Luna discuss how strategic buyers like Microsoft and Oracle are scrutinizing recurring revenue sources for churn-prone, non-recurring components—such as one-time setup fees, professional services, and short-term consulting contracts masked as ARR. Citing Oracle's 17.3% stock drop this week and the 7.0% decline in Microsoft shares, they connect market anxiety about revenue sustainability to M&A practice. They explore a recent example where a $200 million SaaS acquisition unraveled after a forensic audit revealed 40% of reported ARR came from non-recurring services. The episode covers new waterfall disclosure templates, indemnity clauses tied to revenue composition, and how Net Revenue Retention (NRR) is being redefined to exclude 'bad' recurring revenue. A timely look at how macro volatility is reshaping deal terms.

#RevenueQualityAudit #SoftwareM&A #TechDeals #Oracle #Microsoft #SaaS #ARR #DueDiligence #NetRevenueRetention #Earnouts #Business #Technology #FexingoBusiness #BusinessPodcast #TechMA #MergersAndAcquisitions #StrategicBuyers #RevenueRecognition

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In this episode, Lucas and Luna dive into how software M&A buyers are increasingly pricing in customer concentration risk, using the recent 17.3% drop in Oracle's stock as a lens. They discuss how a single customer dependency can crater a target's valuation, and why savvy acquirers are now baking concentration clauses into earnouts and deal structures. They also touch on the broader market sell-off in tech and what it means for dealmaking in Q2 2026.

#SoftwareM&A #CustomerConcentration #Oracle #Earnouts #M&A #TechDeals #Valuation #RiskManagement #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #TechM&A #DueDiligence #RevenueConcentration #SaaS #EnterpriseSoftware #MarketSellOff #M&AStrategy

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Lucas and Luna explore a growing due diligence frontier in software M&A: API dependency risk. They examine how acquirers are increasingly auditing target companies' exposure to third-party APIs, especially after high-profile outages and pricing changes. The hosts discuss the case of a mid-market SaaS company that saw its valuation slashed by 15% after due diligence revealed over-reliance on a single AI model API. They also touch on recent market moves, including Oracle's sharp decline and the resilience of engineering jobs despite AI fears, and how these factors shape deal-making in 2026.

#SoftwareM&A #APIDependencyRisk #DueDiligence #SaaS #TechDeals #M&A #ThirdPartyRisk #AIAPIs #Valuation #EngineeringResilience #Oracle #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #LucasAndLuna #TechMAndA #SoftwareAcquisitions #StrategicBuyers

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Lucas and Luna examine a growing trend in tech M&A: buyers are using engineering velocity metrics — deploy frequency, cycle time, code review turnaround — to price deals and structure earnouts. Drawing on Adobe's $3 billion earnout-heavy acquisition of Figma in 2022 and recent 2026 data showing Palantir down 13.1% and Oracle down 14.2% in the last five days, they explore how buyers are increasingly skeptical of R&D efficiency claims. Lucas explains how investors now treat engineering velocity as a core due diligence item, with earnout clauses tied to deployment cadence. The episode also touches on the trend of companies scrambling to stop employees from maxing out AI budgets on small tasks, which signals broader questions about developer productivity measurement. A concrete look at how the metrics that software leaders track internally are now being written into acquisition contracts.

#TechMA #SoftwareAcquisitions #EngineeringVelocity #DeployFrequency #CycleTime #DueDiligence #Earnouts #Figma #Adobe #Palantir #Oracle #DeveloperProductivity #DORA #MergersAndAcquisitions #Business #Technology #FexingoBusiness #BusinessPodcast

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In this episode of Tech M&A with Fexingo, Lucas and Luna unpack a growing deal term in software acquisitions: earnouts tied to retaining AI engineers and data scientists. After Menlo Ventures' massive $3 billion fundraise and Superhuman's acquisition of GPTZero, the hosts explore why buyers are now structuring deals to keep AI talent locked in—and what happens when those key hires leave. Lucas breaks down a recent case where a $200 million earnout was triggered by AI team turnover, and Luna questions whether retention clawbacks could stifle innovation. Specific, grounded, and forward-looking, this episode is for anyone tracking how human capital is reshaping software M&A.

#SoftwareMA #AITalent #Earnouts #MenloVentures #GPTZero #Superhuman #TalentRetention #MAdeals #Business #Technology #Podcast #TechMAwithFexingo #FexingoBusiness #BusinessPodcast #AIWorkforce #Acquisition #VentureCapital #HumanCapital

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In Episode 69 of Tech M&A with Fexingo, Lucas and Luna dive into the latest twist in software M&A dealmaking: buyers are now writing earnout clauses tied to AI inference costs. With NVIDIA down 3.6% over the past five days and Oracle off 12.3%, the market is signaling that AI infrastructure expenses are under scrutiny. The hosts explore how a mid-size SaaS acquisition in early 2026 became a test case for this new metric, why cloud cost earnouts are evolving to include per-token economics, and what this means for founders building on third-party models. They also discuss the broader shift from revenue-only earnouts to profitability-linked structures in the age of generative AI. No hot takes, just a real conversation about how deal terms are adapting to the reality of running AI-powered software businesses.

#TechMA #SoftwareAcquisitions #AIInferenceCosts #Earnouts #SaaS #CloudCosts #GenerativeAI #NVIDIA #Oracle #MADeals #Business #Technology #Podcast #FexingoBusiness #BusinessPodcast #Profitability #AIModels #Founders

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Episode 68 of Tech M&A with Fexingo. Lucas and Luna look at how software buyers are increasingly discounting deals when a target relies on a single customer for more than 10% of revenue. They walk through a recent real-world example: a mid-market SaaS company that lost 40% of its valuation in due diligence because its top client — a regional bank — had just been downgraded. They connect this to the broader sell-off in enterprise software stocks (CRM down 8.8%, NOW down 10.7% in the past week) and explain why buyers now demand diversification clauses tied to earnouts. The episode closes with a practical takeaway for founders looking to sell: start diversifying your revenue base 18 to 24 months before you go to market.

#CustomerConcentrationRisk #SoftwareM&A #TechMergersAndAcquisitions #EarnoutStructures #RevenueDiversification #SaaSValuation #DueDiligence #EnterpriseSoftware #CRM #ServiceNow #BusinessAndTechnology #FexingoBusiness #BusinessPodcast #TechDeals #StrategicBuyers #SoftwareAcquisitions #MAndATrends #ValuationDiscounts

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In this episode of Tech M&A with Fexingo, Lucas and Luna explore a new due diligence frontier: cloud cost efficiency. As software buyers scrutinize target companies' cloud spending, cloud cost audits are becoming a make-or-break factor in deal valuation. Lucas breaks down how a single percentage point improvement in cloud cost efficiency can add millions in enterprise value, citing real-world data from a recent acquisition where the buyer walked away after discovering runaway cloud bills. Luna adds perspective on how AI workloads and data center energy costs are intensifying this trend, especially after Microsoft and Chevron's joint $100 billion data center project announcement. They discuss how sellers can prepare cloud cost reports to avoid deal surprises, and why 'cloud cost earnouts' are emerging as a new contractual tool. A must-listen for founders, operators, and M&A professionals navigating the changing landscape of software acquisitions.

#CloudCostEfficiency #SoftwareMA #TechMA #DueDiligence #CloudAudit #Azure #AWS #GoogleCloud #DataCenter #AIEnergy #Earnout #MADeal #Business #Technology #FexingoBusiness #BusinessPodcast #LucasAndLuna #CloudEconomics

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Episode 66 of Tech M&A with Fexingo digs into a growing earnout trend: gross margin retention. Lucas and Luna examine why buyers like private equity firms and strategic acquirers are increasingly tying earnout payments to maintaining gross margins—not just revenue—citing pressure from rising cloud costs, AI infrastructure spend, and margin erosion in acquired SaaS products. They anchor the discussion with recent market data, including Salesforce's 8.5% drop and ServiceNow's 7% decline, and explore how this shift changes seller leverage during negotiations. The hosts walk through a hypothetical deal for a mid-market B2B SaaS company with an 82% gross margin, explaining how a gross-margin earnout clause could protect the buyer if the seller cuts R&D or inflates revenue with low-margin services. They also touch on how this trend interacts with AI model costs and customer concentration risk, referencing previous episodes. A concrete example: a $50 million acquisition where the earnout formula shifts from 6x net revenue retention to 5x gross margin retention, changing payout by up to $3 million. The episode ends with a forward-looking question about whether gross margin earnouts will become standard in software M&A.

#SoftwareM&A #Earnouts #GrossMarginRetention #SaaS #PrivateEquity #StrategicAcquisitions #CloudCosts #AIInfrastructure #Salesforce #ServiceNow #B2BSaaS #TechDeals #Valuation #EBITDA #CashFlow #Business #FexingoBusiness #BusinessPodcast

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In episode 65 of Tech M&A with Fexingo, Lucas and Luna dive into a growing trend in software acquisitions: buyers are tying earnout payments to the target's customer acquisition cost (CAC) post-close. They explore why Salesforce's 8.5% drop this week has put CAC efficiency under a microscope, how a hypothetical $200 million SaaS deal might include a CAC multiplier earnout, and why this shift forces sellers to fix their marketing data before signing. A practical breakdown for founders and dealmakers.

#SoftwareM&A #Earnouts #CustomerAcquisitionCost #SaaS #MergersAndAcquisitions #TechDeals #Salesforce #CRM #PrivateEquity #MarketingEfficiency #UnitEconomics #SaaSDeals #DueDiligence #Business #Finance #TechM&A #FexingoBusiness #BusinessPodcast

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