Sell My Marketplace – AI-Powered Brokerage & Valuation

Thinking of an exit? Get a data-driven valuation, a buyer-ready package, and a confidential process designed for two‑sided marketplaces.

Get your free valuation

Confidential
AI-assisted comps
Data-room ready
Clear terms

How Much Is My Marketplace Worth?

Short answer: Valuation ≈ Net Revenue × market multiple (where Net Revenue ≈ Take Rate × GMV), or EBITDA/SDE for smaller owner‑operated platforms — adjusted for liquidity (match rate/time‑to‑fill), cohort retention on both sides, contribution margin after variable costs (payments, support, disputes), unit economics per side (LTV:CAC, payback), and regulatory/platform risk.

Valuation, in brief (5 steps)

  1. Choose method: net‑revenue multiple (common) or EBITDA/SDE for smaller, mature operations.
  2. Normalise metrics: GMV, net revenue/take rate, contribution margin, CAC & payback by side, refund/chargeback rate.
  3. Benchmark with comps: size band, growth, category, geography, take‑rate stability, frequency/seasonality.
  4. Adjust for risk: supply/demand concentration, disintermediation, trust & safety, KYC/AML, regulatory exposure.
  5. Run scenarios: base / upside / de‑risked (e.g., +take rate, +activation, +repeat rate), then set a defensible range.

Marketplace Valuation Multiples in 2025 (Indicative)

Ranges vary by size, quality, and buyer type. Treat these as directional bands, not guarantees.

ProfileBasisIndicative Range*
Owner‑operated, sub‑$2m net revenueSDE multiple~2.5×–4.0× SDE
$2m–$10m net revenue, steady growthNet revenue multiple~1.5×–3.5× Net Revenue
$10m+ net revenue, strong metricsRevenue/EBITDA multiple~3.0×–7.0× Revenue or 6.0×–12.0× EBITDA

*Illustrative bands only; actual outcomes depend on growth, liquidity, take‑rate durability, margins, risk, buyer type, and market conditions.

How We Value Marketplaces: GMV, Take Rate, Liquidity, Cohorts

DriverStrong SignalEffect on Multiple
GMV/Net‑Revenue GrowthConsistent QoQ growth with supply & demand pipelineHigher (durability of growth)
LiquidityHigh match rate; short time‑to‑fill; high repeat purchaseHigher (network effects)
Unit EconomicsLTV:CAC ≥ 3:1 on both sides; payback < 12 monthsHigher (efficient growth)
Contribution MarginStable after payment, support, and dispute costsHigher (profit potential)
Concentration RiskNo seller/buyer > 10% GMV; diversified channelsHigher (lower revenue risk)
Trust/Safety & ComplianceKYC/AML in place; low chargebacks; clear T&SHigher (smoother diligence)

SDE vs EBITDA for Marketplaces: Which One Matters?

Smaller, owner‑operated platforms are often priced on SDE (profit + reasonable owner compensation + normalised add‑backs). Larger operations trend to EBITDA or net‑revenue multiples. We compute both and align to the buyer pool.

How our AI model improves the valuation

  • Maps your metrics to live deal/comparable bands (category, size, growth, take rate, liquidity).
  • Runs sensitivity on take rate, activation, repeat rate, and CAC/payback to show multiple uplift.
  • Ranks buyer fit (strategic vs financial) to indicate likely price/structure scenarios.
Example (illustrative): GMV $40m; take rate 12% → net revenue $4.8m; 30% YoY growth; LTV:CAC 4:1 on both sides; contribution margin 45%; low chargebacks → AI comps produce a defensible range and show how +2 pts take rate or +10% repeat lifts the range.

What to prepare (faster valuation)

  • Last 24 months P&L + balance sheet; GMV → net revenue → contribution margin bridge.
  • Cohort/retention by buyers & sellers; activation/wafer rates; match rate; time‑to‑fill; refund/chargeback logs.
  • Revenue by category/geo; pricing & fees; promotions; seasonality.
  • Top buyers/sellers with % of GMV; channel dependence and disintermediation controls.
  • Contracts/IP checklist: payment processor terms, KYC/AML, ToS, trademarks, data/privacy posture.

Quick answers:

Revenue or profit multiple? Net‑revenue multiples are common; EBITDA/SDE for smaller or slower‑growth platforms.

What replaces “Rule of 40”? Liquidity efficiency (match rate, repeat rate) and unit‑economics balance drive multiples more than headline GMV.

Fastest multiple lifts? Take‑rate clarity, improved liquidity, better LTV:CAC/payback per side, clean compliance, and reduced concentration/disintermediation.

Get your free valuation

How Long Does a Marketplace Exit Take? (Typical 3–6 Month Timeline)

PhaseWeeksWhat Happens
Preparation2–4Normalise financials & analytics; assemble docs; create CIM; data room setup.
Outreach & IOIs2–4Targeted buyer list; NDAs; teaser/CIM distribution; initial Q&A (category & geo fit).
LOIs & Negotiation2–3Term negotiation (price, structure, earn‑out); select preferred LOI.
Due Diligence4–8Financial, legal, trust/safety, KYC/AML, processor & chargeback review; cohort verification.
Closing & Handover1–2Legals, funds flow, processor/merchant & account transfers; transition plan.
Timelines vary by deal size, data quality, compliance posture, and buyer type. A complete data room compresses time‑to‑close.

Marketplace Sale Process (Step-by-Step)

  1. Preparation: normalise financials, verify analytics (GMV, take rate, cohorts), review processor terms, IP, licences.
  2. Packaging: CIM/teaser, KPI deck, and secure data room.
  3. Buyer Outreach: confidential, thesis‑based approach to qualified buyers; NDAs first.
  4. Offers & Negotiation: manage Q&A; align on price & structure.
  5. Due Diligence: coordinate financial, legal, compliance, and analytics diligence.

IOI vs LOI: What’s the Difference?

IOI (Indication of Interest) is a non‑binding price range and high‑level terms used to shortlist buyers. LOI (Letter of Intent) sets a specific price/structure, exclusivity period, and key conditions; it is still largely non‑binding except for exclusivity, confidentiality, and certain clauses.

Closing & Handover

Post‑LOI, definitive agreements are drafted (SPA/APA), schedules completed, treatment of escrowed balances, credits/coupons, and revenue cut‑off mechanics finalised, funds‑flow and escrow arranged, and accounts/processors/assets transferred. A clear transition plan reduces post‑close risk.

Due‑Diligence Checklist & Data‑Room Index

  • Financials: last 24–36 months P&L/BS/CF; GMV→net revenue→contribution margin bridge; refunds/chargebacks.
  • Analytics: cohorts (buyers & sellers), activation, repeat rates, match rate/time‑to‑fill, channel mix, geo mix.
  • Legal/Compliance: incorporation, cap table, ToS, processor/MSA, KYC/AML, trademarks, privacy, IP ownership.
  • Tech/Access: domains, infra, repos, data model, security posture, incident logs, vendor contracts.
  • Commercial: fee schedule, category pricing, promotions, top buyers/sellers, disintermediation controls.
  • HR/Operations: org chart, contractor agreements, SOPs, support/Trust & Safety workflow.

Deal Structures & Terms

ElementWhat it isProsConsiderations
Asset vs ShareWhat the buyer purchasesAsset: cleaner; Share: simpler continuityTax impact; liabilities; processor/platform assignment
Earn‑outDeferred, performance‑linkedBridges valuation gapsMetrics definitions (GMV, net revenue); control; reporting
Seller NoteVendor financingFaster close, better priceInterest, security, covenant terms
Escrow/HoldbackFunds reserved post‑closeProtects against surprisesDuration, claims process

Working Capital & Escrowed Balances/Customer Credits

Expect a normalised working‑capital target at close. For marketplaces, escrowed user balances, unredeemed credits/coupons, chargeback reserves, and unsettled payouts require clear treatment to avoid double‑counting or cash shortfalls. Define mechanics in the LOI.

Who Buys Marketplaces?

  • Strategic Buyers: category leaders/platforms seeking network synergies, cross‑sell, and geographic expansion.
  • Financial Buyers (PE/Roll‑ups): disciplined underwriting; focus on take‑rate durability, unit economics, and operational levers.
  • Search Funds/Operators: hands‑on owners aiming to professionalise supply acquisition and trust/safety.

Broker Fees vs DIY

PathTypical CostWhat You GetWhen It Fits
BrokeredCommission (tiered) + minimal upfrontPackaging, buyer network, negotiation, DD coordination, compliance checksLimited time, larger buyer pool, price protection
DIYLow fees; high time costYou run outreach, Q&A, negotiation, legals, analytics verificationVery small deals; existing buyer already sourced

Best Time to Sell a Marketplace

Sell into momentum: clean books, improving liquidity (match rate/time‑to‑fill), growing cohorts on both sides, stable take rate, positive contribution margin, and strong compliance. If metrics are soft, a 3–6 month tune‑up (activation, repeat, fees, dispute rate) can lift multiples.

Online Business Brokerage Services

Marketplace Sale Brokerage & Exit Advisory

We guide founders through the full sale — from financials/analytics preparation to targeted buyer outreach and closing. Commission‑based; aligned with your outcome.

Marketplace Valuation & Exit Planning

Get an AI‑powered, confidential valuation within 24 hours and a focused plan to lift multiples (take‑rate clarity, liquidity levers, LTV:CAC, compliance).

Buy‑Side Advisory & Acquisition Search

For investors and acquirers: retained search, thesis‑matched marketplace deal flow, modelling and diligence support to reduce risk and speed to close.

Get your free valuation

Case Studies (Anonymised)

ProfileSizeOutcomeStructureTime to LOI
Marketplace – local services$2.3m net revenue~3.1× Net Revenue rangeCash + 12‑mo earn‑out6 weeks
Marketplace – B2B logistics$7.5m net revenue~6.5× EBITDA rangeCash + seller note8 weeks
Marketplace – niche rentals$1.1m SDE~3.4× SDE rangeAsset purchase5 weeks

Illustrative examples; actual outcomes depend on metrics, risk, structure and market conditions.

About Our AI‑Native Brokerage

We specialise in online marketplace M&A with AI‑assisted valuation models, buyer matching, and data‑room standards that speed diligence and protect price. Work is confidential, document‑first, and founder‑friendly.

Partnership Programme

Advisers, accountants, and operators can refer founders ready to exit. Earn partner fees while we deliver valuation, packaging, and deal execution.

Learn more about partnerships

FAQs – Selling a Marketplace

How long does it take to sell a marketplace?
Most sales complete in 3–6 months from preparation to close, depending on size, liquidity, buyer fit, and data‑room readiness. See the sale process.
How much is my marketplace worth?
Typically a multiple of net revenue (take‑rate × GMV) or EBITDA/SDE for smaller operations — adjusted for growth, take‑rate durability, liquidity (match/time‑to‑fill), contribution margin, unit economics per side, concentration, and compliance risk. We produce a defensible range using AI‑assisted comps and sensitivities.
How do you value a marketplace (methodology)?
AI‑assisted comps plus metric drivers (GMV/net‑revenue growth, take‑rate, liquidity, cohorts/retention on both sides, chargebacks, LTV:CAC, payback) to produce a range with sensitivities. Details in How Valuation Works.
What documents do I need for due diligence?
Clean financials; GMV→net revenue→contribution margin bridge; cohorts (buyers/sellers); processor statements; chargeback/refund logs; ToS/KYC/AML; trademarks; SOPs; key vendor contracts. See process and value‑maximising prep.
How are GMV and revenue verified?
Via platform exports and processor statements, reconciled to bank statements. Cohort and funnel analyses verify activation, repeat, and take‑rate integrity.
Do I need audited financials?
Not always. Accurate, verifiable books with reconciled revenue and consistent analytics reporting are usually sufficient; larger deals may request reviews or audits.
What are typical business broker fees?
Success‑based commission (sliding by deal size) is standard. Some brokers charge optional upfront fees for valuation/exit‑readiness deliverables that reduce time‑to‑close.
How do you keep the sale confidential?
NDA‑gated data rooms, anonymised teasers, and targeted outreach to vetted buyers only. Identity and sensitive analytics are disclosed in stages.
What deal structures are common (cash vs earn‑out)?
A mix of cash at close plus earn‑out or deferred elements tied to net revenue/GMV or contribution‑margin milestones is common; structure depends on risk, growth, and buyer type.
Asset sale vs share sale — what’s the difference?
Asset sales transfer selected assets (domains, trademarks, platform IP, processor agreements) and liabilities; share sales transfer the company as a whole. Outcomes vary by tax, liability, and operational continuity. Seek professional advice.
How are IP and accounts transferred?
Through an agreed handover plan: domain and trademark transfer, processor/platform assignments, data exports, vendor contracts, and third‑party tools — sequenced to avoid downtime.
What support am I expected to provide after closing?
Typically a short transition and knowledge transfer period (weeks to months) defined in the APA/SPA; may include team onboarding and key partner introductions.
How can I increase my valuation before going to market?
Clarify/optimise take rate, improve liquidity (activation, match rate, repeat), lift contribution margin, strengthen LTV:CAC and payback on both sides, reduce concentration and dispute rates, and tighten compliance. See value maximisation.
Should I fix issues first or sell as‑is?
Fix high‑ROI items (data quality, processor/KYC compliance, dispute/chargeback hygiene, SOPs) before launching; large rebuilds rarely pay back pre‑sale. We’ll model the valuation impact either way.