Golden Section
Brokerage Engine — Confidential · Series Seed Preferred
CONFIDENTIAL
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Brokerage Engine
SERIES SEED
Dec 2025
Brokerage Engine
Back-office SaaS platform for real estate brokerages · San Antonio, TX
SERIES SEED PREFERRED EQUITY — DEAL MEMO USD FINANCIALS
GSV INVESTMENT
$2,069,288
Fund I total deployed
PRE-MONEY VAL
$10.0M
Series Seed Apr 2021
BLENDED MOIC
2.26x
Fund I blended return
CURRENT ARR
$4.92M
9.3% YoY growth
GSV OWNERSHIP
13.38%
FD post-Seed (Fund I)
FINANCIAL ASSESSMENT
Revenue & Performance — 2020–2025 (USD)
Source: GS Value Tracker Dec 2025, GSV Fund I Carta Report 09/30/2025, Company P&L 2020–2021, BE Operating Model
METRIC2020202120232025 (LTM)
MRR$142K$181K$310K$410K
Annualized Revenue$1.71M$2.18M$3.71M$4.92M
Gross Margin~80%~99%~94%87%
YoY Revenue Growth+27%+17%+9.3%
Net Income (Jan–Sep 2021)($1.35M)
Profitable (Dec 2025)Yes
MONTHLY RECURRING REVENUE TREND (USD)
GROSS MARGIN
87%
Top quartile SaaS benchmark
LOGO CHURN
0%
Zero churn since inception
CARTA VALUE (F1)
$2,843,378
As of 09/30/2025
INVESTMENT STRUCTURE
Deal Terms & Cap Table
Source: Series Seed Pro Forma Cap Table (4-15-21), GSV Fund I Carta Report, GS Value Tracker Dec 2025, Term Sheet
SERIES SEED PREFERRED (APR 2021)
SecuritySeries Seed Preferred
Pre-Money Valuation$10,000,000
Post-Money Valuation$18,059,478
New Money Raised$2,500,000
GSV I Deployed$2,069,288
Seed Preferred Price$0.7843/share
Dividend Rate8.00%
Liquidation Pref1x Participating
FUND II (CONV NOTE DEC 2024)
SecurityConvertible Note
Amount$150,000
Valuation Cap$25,000,000
Discount20%
Interest Rate8.00%
F2 Ownership0.60%
F2 MOIC1.12x
Implied Full EV$28,046,388
CAP TABLE (POST SEED)
HOLDERCLASSSHARESFD %
Harry J Kuper (Founder)Common5,455,12519.78%
Brianne AlstonCommon2,500,0009.06%
JRAD 2011 Gift TrustSeed Pref3,720,21813.49%
GSV Investors I, LPMixed2,817,85010.22%
SPV II (GSV)Seed Pref2,046,4117.42%
BE Note SPVSeed Pref1,954,4127.09%
Mike ClarkSeed Pref1,076,8393.90%
Other InvestorsMixed4,246,09015.39%
Options / Warrants / Deferred3,750,00013.59%
Total FD27,566,945~100%
PRODUCT & COMPANY
Real Estate Back-Office SaaS Platform
Source: Brokerage Engine Investor Deck, Company Info, BE One Pager

Brokerage Engine provides a comprehensive back-office software platform purpose-built for real estate brokerages. The platform replaces fragmented legacy systems with an integrated suite covering commission management, listing management, transaction dashboards, document management, and accounting automation. Priced at approximately $35 per agent per month, the platform delivers substantial ROI by eliminating manual workflows and reducing operational overhead.

Founded in 2018 by J Kuper, former owner and CEO of Kuper Sotheby's International Realty, the company leverages deep domain expertise to build software that addresses real pain points in brokerage operations. The company is classified as Property Tech with a B2B SaaS Marketplace model.

PRODUCT SUITE
5 Core Modules
Commission, Listing, Transaction, Docs, Accounting
PRICING MODEL
$35/agent/mo
Per-seat SaaS recurring
TAM
$500M+
1.4M US agents, $65 avg tech spend
MARKET PENETRATION
<1%
Large greenfield opportunity
ANNUALIZED REVENUE TREND (USD)
INVESTMENT THESIS
Key Thesis Drivers
Source: GSV Deal Memo, GS Value Tracker Dec 2025, BE Analysis 9.12.2022
Top-Quartile SaaS Metrics: Brokerage Engine consistently ranks in the top quartile for YoY revenue growth, gross margin (~87%), sales efficiency, and the Rule of 40. Zero logo churn since inception demonstrates exceptional product-market fit.
Large Greenfield TAM: With 1.4 million US agents and 85,000 brokerages, the addressable market exceeds $500M annually. Current penetration is below 1%, providing a long growth runway ahead.
Founder-Domain Expertise: J Kuper built Kuper Sotheby's International Realty and deeply understands brokerage operations. This gives the company an authentic voice and credibility in sales cycles.
Path to Profitability Achieved: The company has reached profitability as of December 2025, a significant milestone that validates the business model and reduces reliance on external capital.
M&A Exit Pathway: The company has received acquisition offers in 2024 aligning with current valuations and has hired a banker to go to market. A healthy landscape of strategic acquirers including large brokerages, PE firms, and software companies exists.
Strong Downside Protection: 1x participating liquidation preference, 8% cumulative dividend, and recurring revenue base with zero churn provide substantial downside protection for investors.
RISK ASSESSMENT
Key Risk Factors
Source: GSV Deal Memo, GS Value Tracker Dec 2025, Company Operating Model
HIGH
Revenue Growth Deceleration: ARR growth has slowed from ~27% (2021) to 9.3% (2025). Sustained single-digit growth may compress exit multiples and reduce the magnitude of returns.
HIGH
CEO Transition Risk: The company is undergoing a CEO transition (new CEO/M&A process). Leadership changes during an active sale process introduce execution risk and potential buyer uncertainty.
MED
Real Estate Market Cyclicality: Revenue growth is partially correlated with real estate market activity. A prolonged downturn could slow customer acquisition and compress agent counts at existing clients.
MED
Competitive Landscape: Large legacy competitors with deeper resources (e.g., MoxiWorks, BrokerSuites, SkySlope) could invest heavily in product development. Technology incumbents may also expand into back-office tooling.
MED
M&A Execution Risk: While the company has hired a banker and is going to market, deal certainty is never guaranteed. Failure to close an exit could require additional capital or a longer hold period.
LOW
Capital Efficiency History: Historically ranked below bottom quartile for capital efficiency, though this has improved substantially with the achievement of profitability in 2025.
EXIT ANALYSIS
Return Scenarios & Exit Pathways
Source: GS Value Tracker Dec 2025, GSV Deal Memo, Fund I & Fund II Blended Analysis
SCENARIOENTERPRISE VALUEGSV F1 RETURNMOIC
Wipeout (5%)$0$00.0x
Down Case (10%)$15M$2.0M0.97x
Base Case (40%)$35M$4.7M2.26x
Strong Growth (25%)$50M$6.7M3.23x
Market Leader (15%)$100M$13.4M6.47x
Home Run (5%)$250M$33.5M16.17x
EXIT SCENARIO RETURNS — GSV FUND I (USD)
BLENDED VALUE (F1)
$4,670,110
Growth + Revenue blended
GROWTH-BASED (F1)
$5,393,038
MRR trajectory model
REVENUE-BASED (F1)
$3,947,182
6x Gross Rev × 13.38% stake
FINANCIAL PROJECTIONS
Forward ARR & Valuation Outlook
Source: GS Value Tracker Dec 2025 (F2 Timing), BE Operating Model, Fund I Growth-Based Model
METRIC2025 (ACTUAL)2026 (PF)2027 (PF)
ARR$4,915,667$5,235,516$5,405,846
YoY ARR Growth9.3%6.5%3.3%
Gross Margin87%87%87%
CAGR (Since Inception)9.3%
CQGR2.3%
VALUATION METHOD2026 PF VALUE2027 PF VALUE
F2 Blended GSV Value$179,228$185,059
F1 Implied Full EV$34,895,837
ARR PROJECTION TRAJECTORY (USD)
TEAM & COVERAGE
Leadership & GS Coverage
Source: Company Info, Brokerage Engine Investor Deck, GSV Deal Memo
JK
J Kuper
FOUNDER & CEO
Former owner and CEO of Kuper Sotheby's International Realty. Deep domain expertise in real estate brokerage operations. Founded Brokerage Engine in 2018 to solve back-office pain points he experienced firsthand.
DM
David Mytchak
SYSTEM ARCHITECT
30+ years of experience in telecom and enterprise payment systems. Leads the technical architecture of the Brokerage Engine platform and ensures scalability and reliability of the core product.
IS
Isaac Shi
TECHNICAL ADVISOR · GS COVERAGE
20 years of software development experience. Co-founder of Golden Section Technology. Serves as technical advisor and primary GS coverage for the investment, bridging technology diligence and portfolio support.
GS
Golden Section Ventures
BOARD REPRESENTATION
GSV maintains board representation through its combined Fund I and SPV positions. Active involvement in strategic decisions, M&A process, and CEO transition support. Combined GS entities hold ~13.4% FD ownership.
GP RECOMMENDATION
Verdict: PROCEED — M&A EXIT
Brokerage Engine has demonstrated strong product-market fit with zero customer churn, top-quartile SaaS metrics, and a successful path to profitability. The company has reached an inflection point: with nearly $5M in ARR, an implied enterprise value of ~$35M, and active engagement with a banker for an M&A process, GSV is positioned for a meaningful exit. The 2.26x blended MOIC on Fund I capital reflects solid value creation, and the M&A strategy aligns with the company's maturity profile. While revenue growth has moderated, profitability and the zero-churn profile make this an attractive acquisition target for strategic buyers. The CEO transition introduces near-term execution risk that must be managed carefully through the sale process.
BLENDED MOIC (F1)
2.26x
$2.07M deployed → $4.67M blended value
DPI (F1)
9.30%
Distributions to paid-in capital
EXIT STRATEGY
M&A — Company has hired banker and is actively going to market
NEAR-TERM CATALYST
M&A Process Execution
Banker engagement, buyer outreach, LOIs expected
KEY MILESTONE
New CEO Integration
Smooth leadership transition critical for buyer confidence
KEY CONCERN
Growth Deceleration
9.3% YoY growth may compress exit multiples vs. high-growth SaaS benchmarks
Prepared by Derek · March 2026 · Sources: GSV Fund I Carta Report (09/30/2025), GS Value Tracker (Dec 2025), Series Seed Pro Forma Cap Table (4-15-21), Brokerage Engine Investor Deck, BE Analysis 9.12.2022, BE Operating Model, Company P&L Statements, BE Notes Value Analysis, Brokerage Engine DEALS 2022

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