Haven Commerce LLC

Restructuring, M&A, and strategic alternatives for VC-backed companies.

Haven Commerce works with VC-backed SaaS companies between $2M and $20M ARR facing stalled growth, limited runway, or board pressure to evaluate strategic alternatives. We run a structured diagnostic, force a board-approved decision, and execute the outcome.

Let's Figure Out Your Next Move

20-minute conversation. No pitch, just perspective.

The venture playbook stopped working.

Most VC-backed SaaS companies that raised capital between 2019 and 2022 are now facing a reckoning. Growth has slowed. The next round isn't coming at acceptable terms. The board is asking hard questions. And the standard advice — "just grow faster" or "cut costs and extend runway" — isn't a strategy.

Meanwhile, the clock is ticking. Every month of indecision burns cash, narrows options, and reduces the value of what you've built. The company that has 6 months of runway and four viable paths today has 4 months of runway and two viable paths in 60 days.

The companies that fare best aren't the ones that hope for a turnaround. They're the ones that face reality early enough to still have choices — and have someone who can execute on the path they choose.

Most
VC-backed SaaS companies that raised between 2019–2022 will never raise another round at their last valuation
6–12 months
is the window where most companies still have real options — before cash gets critical and buyers get cautious
#1 mistake
waiting until cash hits $200K before asking for help — every quarter of drift narrows the option set

Restructuring & strategic alternatives for SaaS companies.

We don't give opinions from the sidelines. We assess the situation, get board alignment, and execute the outcome.

Start Here

Strategic Diagnostic

A rapid, structured diagnostic that gives investors and boards an independent, unvarnished view of solvency, liabilities, asset value, and viable paths forward. Delivered as a board-ready Situation Report within two weeks.

A standalone engagement ($5,000–$10,000, 2–3 weeks) that delivers a board-ready assessment with a clear recommendation. Fee credits against the first month's retainer if you proceed to a full engagement.
Execution Paths — Following the Diagnostic

M&A Advisory

Sell-side advisory for VC-backed SaaS companies between $2M and $20M ARR. We build the materials, run strategic buyer outreach, manage LOI negotiation, and coordinate diligence through close.

Restructuring & Recapitalization

Operational restructuring, cap table cleanup, and recapitalization strategy for companies that have a viable path forward but need significant structural changes to unlock it.

Orderly Wind-Down

When closure is the right answer, we manage it with professionalism and precision. We protect stakeholders, maximize creditor recovery, and handle the legal and operational complexity — coordinating with outside counsel and ABC processes where needed.

Fractional CFO for SaaS in Transition

For companies that need embedded financial leadership during periods of uncertainty — board reporting, cash management, covenant compliance, and strategic decision support. Some clients engage for financial leadership and the restructuring need surfaces during the engagement. Others need a CFO specifically to manage a transition period.

Book a call to discuss →

Built for the people who carry the weight.

For Founders & CEOs

You raised capital and built something real. But growth stalled, the market shifted, and now you're fielding hard questions from your board without a clear plan.

You don't need another advisor who tells you what you already know. You need someone who will get in the trenches, help you see your options honestly, and do the work alongside you — through a process your board can approve and stand behind.

  • VC-backed SaaS company between $2M and $20M ARR
  • Growth has plateaued or declined for 2+ quarters
  • Unable to raise your next round on acceptable terms
  • Board has asked you to 'explore strategic alternatives'
  • 6–12 months of runway with no clear resolution plan

For Investors & Boards

You have portfolio companies that aren't the winners and aren't yet written off. They're consuming partner time, carrying fiduciary risk, and drifting without a resolution. Every quarter of inaction burns through the option set.

Haven Commerce takes ownership of the process. We run the diagnostic, present the options with real numbers attached, get formal board approval, and execute. The result is a documented, defensible process that reduces drift, protects fiduciaries, and frees you to focus on the portfolio companies that are working.

  • Portfolio company consuming partner time with no resolution in sight
  • Board meetings that produce discussion but no decisions
  • Fiduciary concern about a company approaching insolvency
  • Need a structured process with clear accountability — one you don't have bandwidth to run yourself
  • Want the process documented and defensible for LPs and future scrutiny
How the engagement works

Governance-grade execution, not open-ended consulting.

Haven Commerce operates through a structured mandate with clear authority, defined deliverables, and formal board accountability at every stage. This is a disciplined governance structure for messy situations — not a retainer relationship where an outside advisor offers opinions and departs.

Board-approved mandate before execution begins

Every engagement starts with a formal Board Resolution that documents the scope, authority, and objectives of the engagement. Execution doesn't begin until the board has reviewed the Situation Assessment and approved a direction. This is not a technicality — it's the structure that makes difficult decisions legitimate.

Clear authority, not sideline opinions

Haven operates with direct access to financials, legal documents, systems, and stakeholders — not filtered through management. We carry the day-to-day burden of running the process: stakeholder communications, transaction management, reporting. The board retains fiduciary oversight. Haven handles execution.

Defined timeline, not open-ended consulting

Every engagement has a structured phase schedule and a defined end point. We don't maintain indefinite retainer relationships. The diagnostic produces a recommendation. The recommendation produces a decision. The decision produces a resolution. The engagement closes with a Final Disposition Report.

Coordinated specialists, not a replacement for them

Haven coordinates the process and drives the decision. Legal counsel handles legal work. Restructuring trustees manage formal ABC processes where needed. Investment bank relationships support larger buyer processes when scale warrants it. The value is in having one experienced operator who can direct all of these moving parts toward a resolution.

A documented, defensible record

Every phase produces written deliverables: situation reports, path analyses, board resolutions, status memos, and a final disposition report. The process is built to withstand LP scrutiny, creditor review, and the questions that come later. Messy situations handled well leave a clean paper trail.

A decision and a plan within 30 days.

Every engagement follows a structured, time-boxed process with named deliverables at each phase. No open-ended consulting.

01

Rapid Diagnostic

Weeks 1–2

We get full access to financials, legal documents, systems, and operations. No filtered reporting — direct access to the actual numbers. Within two weeks, we deliver a Situation Report with a clear-eyed assessment of solvency, liabilities, and asset value, including the exact date cash runs out.

Situation Report
Board-ready financial and operational assessment
Cash-Zero Forecast
Exact runway model with adjusted burn and RIF date
Asset Catalog
IP, contracts, data, team — what transfers and what it's worth
Liability & Risk Review
AP aging, covenant status, personal guarantees, D&O coverage
02

Decision

Weeks 3–4

We evaluate three paths using a probability-weighted expected value model that removes emotion from the decision. All three paths get equal analytical rigor. We make a specific recommendation and get formal board approval before any execution begins.

Path A
Strategic Reset
Continue operations with restructuring. We model required investment, probability of success, and expected returns.
Path B
Sale / M&A
Company sale, asset sale, or acqui-hire. We model scenarios with probability weightings and net proceeds.
Path C
Orderly Wind-Down
Dissolve responsibly. We calculate total costs, estimated asset recovery, and net position by stakeholder class.

We present the analysis for all three paths, make a specific recommendation, and get explicit board approval via a formal Board Resolution before proceeding to execution.

Three Paths Analysis
Modeled recovery under strategic reset, sale, and wind-down
Strategy Memo
Recommendation with supporting rationale and risk factors
Board Resolution Package
Formal documentation of board-approved direction
Execution Budget
Cost and timeline for the chosen path
03

Execution

Month 2+

We switch from diagnostic to operator and run the chosen path. If it's a sale, we build the CIM, run buyer outreach, negotiate the LOI, and manage diligence. If it's a wind-down, we manage every step of the process. If it's a restructuring, we implement the plan. We coordinate legal, financial, and operational workstreams and stay until it's done.

Weekly Status Reporting
Board-ready updates with milestones and open items
Stakeholder Communications
Investor, creditor, employee, and customer messaging
Path-Specific Materials
CIM, buyer outreach, LOI management, or wind-down plan
04

Resolution & Hand-back

At completion

Clean closure. A defined end point — not a trailing consulting relationship. The engagement closes with full financial reconciliation, liability confirmation, and LP-ready summary materials.

Final Disposition Report
Complete record of process, decisions, and outcomes
Financial Reconciliation
Final accounting of proceeds, distributions, and costs
Liability Confirmation
Written confirmation that obligations are resolved
LP / Board Summary
Clean summary materials for fund reporting or board record

Want to start smaller? Our diagnostic-only engagement delivers the Situation Report and Cash-Zero Forecast as a standalone deliverable ($5,000–$10,000). You decide what comes next — there is no commitment to proceed.

Book a Diagnostic Call →
Selected Situations

Representative engagements.

Haven Commerce has worked across restructuring, sell-side M&A, corporate development, and embedded finance leadership. These representative situations reflect the range of that work.

Restructuring / Wind-Down

Market Check & ABC Resolution

Situation

VC-backed SaaS company with approximately 6 months of runway and no viable path to raise.

Scope

Ran a full market check across 50+ strategic buyers. Sold company assets. Completed resolution through a partner trustee in an Assignment for the Benefit of Creditors.

Embedded Finance Leadership

Fractional CFO — Late-Stage SaaS

Situation

Embedded financial leadership engagement at a $20M+ ARR SaaS company navigating a period of operational and strategic transition.

Scope

Served as fractional CFO: board reporting, cash management, strategic decision support, and financial infrastructure during transition.

Corporate Development

Buyside Support — Roll-Up Strategy

Situation

Buyside corporate development support for a strategic acquirer executing a SaaS roll-up.

Scope

Provided target identification, financial modeling, diligence coordination, and deal structuring support across multiple acquisition targets.

M&A Advisory

Full Sell-Side Process

Situation

Sell-side advisory for a VC-backed SaaS company seeking a strategic exit.

Scope

Ran a full sell-side process with 70+ strategic buyers engaged. Managed outreach, buyer qualification, LOI negotiation, and diligence through close.

Not your typical advisory firm.

SaaS-Native

We exclusively work with VC-backed SaaS companies. We understand the business model, the metrics, the cap table dynamics, the buyer landscape, and the specific challenges of recurring-revenue businesses in transition. This isn't a generalist practice.

Full-Stack Execution

We don't hand you a strategy deck and walk away. We build the CIM, negotiate the LOI, manage the wind-down, restructure the cap table, coordinate legal and financial workstreams. We do the work — not a junior analyst team working under a partner who shows up for meetings.

Right-Sized for This Market

Investment banks won't touch deals under $50M. Turnaround firms charge $500K minimums. We bring the same analytical rigor and process discipline at a scale that makes sense for VC-backed SaaS companies between $2M and $20M ARR — the companies that most advisory firms won't take seriously.

Governance-Grade Process

Board resolutions, formal situation reports, fiduciary documentation, liability protection, structured timelines. Every engagement is designed to withstand scrutiny from LPs, creditors, and legal counsel — and to protect everyone at the table.

Technical Fluency

The founder is a former software developer. We evaluate technology assets, code quality, infrastructure costs, and technical debt firsthand — not just from the financials. That matters for pricing an asset sale, evaluating a buyer's diligence claim, or assessing what a product is actually worth without its surrounding team.

The advisory gap for <$20M ARR SaaS companies.

Most advisory options don't fit companies at your stage. Here's how we're different.

Investment Banks
The Problem

Want $50M+ deals. Won't touch a $5M ARR company that might not sell. Run beauty contests and charge Lehman fees regardless of outcome.

Haven Commerce

Works at the scale they won't, with a fee structure that aligns incentives with resolution — not just engagement.

Management Consultants
The Problem

Produce analysis and recommendations. Charge $50K/month for a team of analysts. Leave you with a slide deck and no one to execute it.

Haven Commerce

Goes from diagnosis to board-approved decision to execution with one experienced operator.

Turnaround Firms
The Problem

Focus on large distressed companies. Minimum engagement is typically $500K+. Not designed for venture-scale SaaS situations.

Haven Commerce

Brings the same rigor and governance structure at a scale appropriate for companies between $2M and $20M ARR.

Fractional CFOs
The Problem

Most manage steady-state finance — month-end close, reporting, budgeting. Not structured for high-stakes resolution work.

Haven Commerce

Core value is high-stakes transitions where financial leadership intersects with strategic decision-making, M&A execution, and stakeholder management.

Doing Nothing
The Problem

The most common alternative. Founders and VCs drift, hoping the next quarter will be better. Cash burns, options narrow, clearing price drops.

Haven Commerce

A structured decision-forcing process with a defined timeline. The antidote to drift — and the reason to engage before the options run out.

Founder, operator, dealmaker.

Haven Commerce was founded by Erik Morton. Erik spent over two decades inside the ecommerce software industry — first as a software developer, then as a founder, and ultimately as a senior executive running corporate development and strategy at Rithum (f/k/a CommerceHub), a major ecommerce SaaS platform. At CommerceHub, Erik was a member of the executive committee and led the company's M&A program for nearly a decade, including sourcing and closing acquisitions, managing complex divestitures, and serving on the deal team for the company's $1.1 billion sale to GTCR and Sycamore Partners. Earlier, he founded Initiate Commerce, a SaaS company he built from scratch and ultimately sold to CommerceHub.

That background — building software, running a company, and executing transactions from the inside — is what makes Haven Commerce different. Erik evaluates technology assets the way a developer would, financial structures the way a CFO would, and deal dynamics the way someone who's sat on both sides of the table would. When you engage Haven Commerce, you work directly with Erik. No junior analysts, no delegation to a team you never met. One experienced operator who has done this work at every level.

Executive Committee, Rithum (f/k/a CommerceHub)Led $1.1B take-private, $750M take-private, $2B recap, $150M+ in add-on acquisitions and divestituresFounded & exited a SaaS companyMBA, University at Albany; Executive Education, Harvard Business School
Stuck SaaS Series

Five guides on diagnosing and resolving stuck companies.

Long-form frameworks for GPs, founders, and boards navigating VC-backed SaaS companies between $2M and $20M ARR that have real revenue and no clear path forward.

Article 19 min read

The Stuck SaaS Problem

What "stuck" actually means, why the market fails to resolve it, and what changes when you treat the entity and the product as two different things.

Read article
Article 210 min read

The Cap Table Is Not What You Think It Is

How preference stacks, blocking rights, and misaligned incentives create structural deadlock — and the five-step framework for breaking it.

Read article
Article 311 min read

Four Paths Out of a Stuck SaaS Company

A decision framework for boards, GPs, and founders — covering the four resolution paths, the criteria for choosing between them, and the 90-day structure that applies to all of them.

Read article
Article 49 min read

Why Nobody at a Stuck Company Has a Reason to Act

When equity is worthless, your best people leave first. This guide explains the incentive collapse in stuck SaaS companies and how to reset the founder, team, and board simultaneously.

Read article
Article 510 min read

The Two-Week Diagnostic

Most boards are making high-stakes decisions on low-quality data. The Two-Week Diagnostic produces a cash-zero date, a real runway calculation, an asset catalog, and a path analysis that changes every board conversation.

Read article
Partners

Specialists we work with on engagements.

Haven Commerce coordinates with a select group of firms whose expertise directly supports the outcomes we execute for clients.

CMBG Advisors, Inc.
ABC Services

CMBG Advisors, Inc.

CMBG provides Assignment for Benefit of Creditors (ABC) services — a court-supervised alternative to bankruptcy that allows companies to wind down assets in an orderly, efficient manner. Haven Commerce coordinates directly with CMBG on engagements where an ABC is the right outcome for stakeholders.

Visit cmbg.com

Not sure what comes next? Let's figure it out together.

Book a 20-minute conversation. We'll talk through your situation honestly and whether Haven Commerce is the right fit. No pitch, no pressure — just a clear-eyed look at your options.

Book a Conversation

Prefer email? Reach out at info@havencommercellc.com