Strategic Acquisition Analysis

Acquiring
Carry’s 401k
Business

2,951 customers (2,592 cross sell eligible). $218M AUM. $4.70M Year 1 revenue, $7.13M Year 2. Fair value $3.8M–$5.7M (based on current state). A critical piece of the Solo OS.

Part 1

The Players

Carry is a Solo 401k platform for solopreneurs. 2,592 cross sell eligible customers (of 2,676 total), $218M AUM, SEC registered BD/RIA.

Carry (Seller)

Solo 401k platform. Founded by Ankur Nagpal. Selling the 401k management business separately from the content/marketing business.

Solo 401kBD/RIASEC Registered$218M AUM

Lettuce (Buyer)

Solo OS for solopreneurs. S Corp, tax, bookkeeping, payroll, healthcare. $49M raised. Missing retirement to complete the stack (4 of 6).

S CorpTaxBookkeepingPayrollHealthcare

2,951

solopreneurs

$218M

AUM

$4.70M

Y1 acquisition rev

$5M

target price

Part 2

Revenue Breakdown

$2.7M confirmed today from three streams. With the recommended pricing strategy ($99 Y1 promo for 2,592 eligible of 2,951 total customers, $349 Lettuce Complete) and multi-tier churn model, Year 1 revenue reaches $4.70M. Year 2 surges to $7.13M as Complete pricing kicks in.

Subscription Fees

$153K/mo MRR. Declining 3 months. NRR 66%. ARPU fell from $79 to $24 after June 2025 price cut.

Monthly MRR$153K
Annualized$1.84M
Post migration (7.5% churn)$1.39M
TrendDeclining

BD/RIA Fees

$70K/mo confirmed (SOTU). Includes $62K/mo DW interest share + $8K/mo transaction and advisory fees.

Monthly (confirmed)$70K
Annualized (confirmed)$840K
Year 1 projection (calibrated, 3.50% Fed)$0.80M
DW interest (50/50 split)$62K/mo
Year 1 Acquisition Revenue Breakdown
StreamAnnual
Subscription Revenue (Y1) Model$3.32M/yr
Carry customers (2,592 eligible at $29 to $99/mo) Model$1.33M/yr
Lettuce Pro customers (600 at $299 to $349/mo) Model$2.03M/yr
BD/RIA Year 1 SotU + Model$0.80M/yr
Confirmed ($70K/mo) SotU$840K/yr
Retained Carry AUM growth + compounding Model$1.77M/yr
Cross sell AUM growth (Lettuce → 401k) Model$52K/yr
Advisory fee (~$15K, conservative) ADV$15K/yr
Total Year 1 Acquisition Revenue$4.70M

Key insight: Carry's subscription is declining, but the real value is $218M in custodied AUM (89% from deposits).

Part 3

Why Carry is Selling

Ankur is exiting entirely. Selling the marketing and 401k businesses to different buyers.

Full Exit via Unbundling

Media companies want the content business (NerdWallet, Bankrate). Fintechs want the 401k management. Selling separately lets Ankur get top dollar from each pool.

$5M

target

Our Pricing Leverage

MRR declining 3 months straight. Content funnel being sold separately removes the growth engine. SaaS multiples compressed from 15x to 5x. A founder splitting his company to sell is a founder ready to negotiate.

Valuation Analysis
LensRange
SaaS Multiple (2.5x to 5x ARR)On $1.84M ARR$4.6M to $9.2M
RIA Multiple (2% to 3% of AUM)On $218M AUM$4.4M to $6.6M
Declining MRR discountNRR 66%, 3mo declineFavors lower end
Content funnel removedGrowth engine goneFurther discount
Target Price$5M
Part 4

Competitive Landscape

4 of 6 Solo OS verticals covered, emerging as the leader in the race. Carry fills the last gap.

Tier 1: Direct Competitors
CompanyFundingRetirementHealthcare
Lettuce$49M✓ (Carry)✓ (BeSolo)
Collective$78.5M
Formations$11.5M
Tier 2 and 3: Adjacent Threats
CompanyFundingThreat Level
IntuitPublic ($14.4B rev)Critical
Pilot$150M+High
Bench$113MMedium
FlyFin AI$8MMedium
How Carry Strengthens Lettuce

Completes the Solo OS: no one else offers S Corp + tax + banking + bookkeeping + healthcare + retirement in one place

Switching costs go up: moving a 401k is painful. Once retirement is on the platform, customers stay

Better data for AI: retirement data + tax + income data gives the most complete picture of a solopreneur's finances

Proactive tax moves: tell a customer in November to put $X into Solo 401k before Dec 31 to save $Y in taxes

Part 5

The Strategic Upside

Revenue that compounds without new customers. The December Rush adds a repeatable annual growth engine.

BD/RIA fees compound with AUM growth. Existing accounts contribute ~$54K/yr on average ($29K first year for new accounts), markets grow balances, fee revenue goes up. No new sales effort required.

Average account balance is ~$50K, largest is $4.2M. Even when business slows, people do not empty their retirement account. That money sits on the platform for decades.

The December Rush: after Dec 22, Carry is the only provider accepting new Solo 401k applications. 355 estimated annual lock ins at zero CAC.

December Rush Cohort Enterprise Value

December Rush Revenue Per Cohort (3yr)

Y1 (355 locked)

Subs$177K
BD/RIA$39K
Total$216K

Y2 (step up + churn)

Subs$274K
BD/RIA$90K
Total$364K

Y3 (ongoing churn)

Subs$225K
BD/RIA$127K
Total$352K
3yr total per cohort$932K

BD/RIA: 0.34% interest + 0.20% advisory + $28/acct/yr mgmt. 40% standalone churn, 8% bundle churn, 0% for 24+ month customers.

EV Add Per Cohort

$2.1M to $2.9M

6 to 8x on avg annual revenue (Y2/Y3). $932K over 3 years. AUM compounds to $25M per cohort by Y3.

Y1$216K
Y2$364K
Y3$352K
3yr total$932K

Jan 2027 advisory fee event: Potentially up to 76% of managed accounts are grandfathered at 0% advisory fee until Jan 2027. When that expires, advisory fee revenue jumps from ~$15K/yr to potentially $410K/yr. This is a risk (churn) and an opportunity (27x fee increase) that needs validation.

Part 6

What if Someone Else Buys?

If Lettuce passes, a competitor buys Carry. The partnership ends. The Solo OS stays incomplete.

Competitor closes Solo OS gap

A rival completes their solopreneur suite first. Lettuce stays at 4 of 6.

2,951 customers + network become hard to convert

Locked behind a competitor's paywall. Switching costs make them nearly unreachable.

$3M to $10M/yr funding a competitor

Recurring revenue reinvested against Lettuce. Funds a stronger Collective.

Lose December Rush moat

355 new customers/yr at zero CAC go to a competitor. Compounding head start.

Part 7

The Cost Reality

Buying an SEC registered RIA is not like buying a SaaS product. The compliance costs are real. But at $3.8M–$5.7M fair value (based on current 2,951 subs at $29/mo + $218M AUM), the math works.

Year 1 Operating Cost
CategoryEstimate
Personnel (5 retained staff)$883K
Compliance / regulatory / infra$173K
AML/CFT setup (Y1)$25K
Migration churn (7.5%, one time Y1)$77K
Year 1 Operating Cost$1.16M
Key Risk Factors

DW Contract Assignment

Section 37.2 requires written consent. If DW refuses, $0.80M/yr BD/RIA revenue at risk.

Interest Rate Sensitivity

200bps Fed cut = 40 to 50% drop in DW interest income. $743K/yr could fall to $370K.

Jan 2027 Advisory Cliff

Potentially up to 76% of accounts at 0% fee. Expect 250 to 505 customer losses ($180K to $360K/yr) when fees activate.

Integration Engineering

6 to 12 months. Estimated ~5 retained engineers without separate budget.

Migration Churn

5 to 10% customer loss during transition. $90K to $180K/yr revenue impact.

Fiduciary Liability

Legal duty to act in customers' best interests. Investment losses invite lawsuits.

Net Year 1 at midpoint ($4.7M): Revenue $4.70M minus $1.16M Y1 cost (5 person team + compliance + AML setup + migration churn) = $3.54M net. Payback in approximately 16 months at midpoint. Even with risk adjustments, this is a strong return profile.

Conclusion

The Decision

Recommended

Buy Carry's 401k

Upside

Completes Solo OS. $4.70M Y1 revenue. ~16 month payback at midpoint.

Downside

$5M price. $1.16M/yr cost. SEC overhead. DW consent risk.

Alternative

Maintain Partnership

Upside

No capital outlay, no regulatory burden.

Downside

Carry sells to competitor — partnership breaks. Solo OS stays at 4 of 6. Lose time sourcing alternatives. Forfeit competitive edge.

Alternative

Build In House

Upside

Full control, custom built. No external acquisition risks.

Downside

2–3 years, $1M–$3M dev cost. Zero AUM day one, RIA from scratch. Competitor buys Carry meanwhile.

A good opportunity at a fair price.
A strong accelerant if we buy.

Manageable risk profile with substantial upside.