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.

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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.

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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.

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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.
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