# PrimaryBid Financial Model B2B2C platform that plugs retail investors into institutional equity fundraisings (IPOs, ABBs) in real time via broker/exchange API integrations. - Canonical: https://finamodel.com/startups/primarybid - Excel download: https://finamodel.com/startup-models/primarybid.xlsx - Category: Fintech - Model type: Marketplace / GMV - Funding round: Series C - Funding: $50M - Founded: 2020 - Geography: UK (primary; FCA-authorised, LSE partner); EU expansion underway via France (ACPR-regulated, Euronext partner, French broker partnerships) [DECK, slide 9]. - Customer: B2B2C ## About the company PrimaryBid connects retail investors to institutional equity fundraisings, including IPOs and accelerated bookbuilds, through broker and exchange APIs. It allows issuers and banks to include a retail tranche in transactions that have historically been institution-led. The business is B2B2C: retail investors access deals through their brokers, while issuers or banks pay for the platform’s distribution and transaction infrastructure. Its growth is tied to capital-markets deal flow, allocation size, and partner coverage. The model should forecast eligible equity deals, average transaction value, retail allocation percentage, participating broker reach, and fee yield in basis points. Revenue should be built from retail transaction value rather than subscriptions, with deal-conversion, regulatory, and technology costs shown separately. ## What's included - 5-year monthly revenue build with stage-appropriate growth assumptions - Full P&L, headcount plan, and operating-expense schedule - Cash-flow statement, runway, and burn-rate tracking - Valuation via exit multiple with a DCF cross-check - Returns analysis with MOIC and IRR - Unit economics including CAC, LTV, payback, and cohort retention ## Product & value proposition - Platform enables retail investors to participate in equity fundraisings (IPOs, accelerated book-builds / ABBs, follow-ons) that were previously accessible only to institutional investors. - Distribution via API integration into broker platforms and exchange infrastructure; no new brokerage account required for end-investors. - Product types: Customers (loyalty/community IPO allocation), Employees (employee share plans at fundraising), Shareholders (existing retail shareholders in ABBs), Chair lists, General public. - Exchange partnerships: London Stock Exchange, Euronext. - Regulatory tailwind: UK Hill Review / HM Treasury consultation (July 2021) explicitly targeting removal of disincentives for retail investor inclusion in securities issuance; EU Capital Markets Union and Shareholder Rights Directive II cited for EU expansion. - Team recruited from Goldman Sachs, J.P. Morgan, Citi, Clifford Chance, Checkout.com, Google, Ticketmaster, Medallia. ## Market - No explicit TAM/SAM/SOM figures presented in deck. - Implicit market: UK and EU equity capital markets (IPO + secondary issuance). Deal sizes shown range from £25m (Forward Partners) to £4.5bn (Deliveroo IPO). FTSE 100 and FTSE 250 issuers are primary targets. - Market narrative: media clippings on cover slide frame the retail investor revolution as a structural, accelerating trend (GameStop, retail army, IPO access) as of 2021. ## Revenue model - Not explicitly stated in deck. - Implied model: transaction fee on retail tranche TTV (total transaction value) funnelled through the platform. Standard fintech capital-markets models charge 25–100bps on the retail allocation. PrimaryBid's business is B2B (issuers / banks pay), with retail investors accessing for free. This is consistent with the "B2B2C" and exchange-partnership framing. - Revenue is therefore: TTV × take-rate (bps). Key drivers: number of deals, average deal size, retail allocation % per deal, and take-rate. ## Traction & metrics - Total Transaction Value (TTV): $1.2bn+ cumulative as of Nov '21. - YoY TTV Growth: 2.5x. - TTV ramp: started Apr '20; reached $1B+ by Nov '21 (~19 months). - Transaction count (quarterly, slide 4 bar chart - units unlabelled but read as deal/transaction count): - Q2 '20: 76 - Q3 '20: 92 - Q4 '20: 110 - Q1 '21: 139 - Q2 '21: 173 - Q3 '21: 198 - Q4 '21: 213 - Notable client deals (selected, from slides 3 & 8, image confirmed): - Deliveroo IPO £1.5b (LSE); £4.5bn listed on slide 8 (may be total IPO size vs retail tranche) - Compass ABB £2b (FTSE 100) - THG IPO £1.9bn (LSE) - Ocado ABB £657m (FTSE 100) - Croda ABB £627m (FTSE 100) - Segro ABB £673m (FTSE 100) - Taylor Wimpey ABB £515m (FTSE 100) - Severn Trent ABB £243m (FTSE 100) - William Hill ABB £224m (FTSE 250) - Aston Martin ABB £152m (FTSE 250) - MCG IPO £309m (NYSE) - Hipgnosis ABB £75m (FTSE 250) ## Unit economics - Series C use-of-funds split (pie chart, slide 11, image confirmed): - Product, Eng, Ops: 53% - Marketing: 24% - Legal, Finance, HR, Other: 14% - Capital Markets: 9% ## Competition / moat - Not explicitly addressed in deck. - Implied moats: FCA and ACPR regulatory authorisation; exchange-level partnerships (LSE, Euronext); issuer trust ("trusted at the highest levels of capital markets" - slide 3); network effects (issuer repeat rate implied by "repeatability" narrative, slide 4); proprietary API distribution infrastructure; data advantage from transaction history across communities. ## Team & funding ask / use of funds - Team: senior hires from Goldman Sachs, J.P. Morgan, Citi, Clifford Chance, Checkout.com, Google, Ticketmaster, Medallia. Named individuals not listed in deck text. - Funding history: - Series A: $9m - Pentech, Outward, Hambro Perks - Series B: $50m - London Stock Exchange Group, Draper Esprit, OMERS Ventures, Strategic Ventures, ABN AMRO Ventures - Series C: Amount not stated; this deck appears to be the Series C pitch. - Use of Series C funds (slide 11 pie): 53% Product/Eng/Ops, 24% Marketing, 14% Legal/Finance/HR, 9% Capital Markets. --- ## Recommended financial model - **Archetype + why:** Marketplace GMV/TTV model with transaction fee take-rate. PrimaryBid is a capital-markets marketplace - revenue is a function of deal flow (volume × size) × retail allocation % × take-rate in bps. Not SaaS (no subscription), not DTC. Closest precedent: stock exchange / alternative trading venue economics, but at an early-growth scale requiring a bottom-up deal pipeline build. - **Forecast horizon & granularity:** 5 years (2022–2026), quarterly for years 1–2, annual for years 3–5. Quarterly granularity needed because deal flow is lumpy and seasonal. - **Key drivers & assumptions:** | Driver | Value / Tag | | -- | -- | | Quarterly deal count, starting point | 213 deals/quarter (Q4 '21) | | QoQ deal count growth | ~7–10% near-term tapering to 3–5% | | Average retail tranche size per deal (£) | £50–100m | | Retail allocation % of total deal size | 5–15% | | Platform take-rate (bps on retail TTV) | 50–75bps | | Total TTV (cumulative, as of Nov '21) | $1.2bn+ | | YoY TTV growth | 2.5x | | EU expansion revenue contribution | Year 3 onwards at 10–20% of total | | Headcount growth (cost base) | Indexed to use-of-funds split: ~53% eng/product, 24% marketing | | Gross margin | 70–80% | | EBITDA breakeven | Year 3–4 | - **Scenarios (Base / Bull / Bear - which variables flex):** - **Base:** QoQ deal growth ~7%, take-rate 60bps, retail allocation 10%, EU revenue from Year 3. - **Bull:** Regulatory reform accelerates (Hill Review outcomes positive), deal growth ~12%, take-rate 75bps, EU contribution 20% by Year 3. - **Bear:** Market downturn suppresses IPO/ABB activity (deal count flat/decline), deal count growth ~2%, take-rate compressed to 40bps (bank pushback), EU delayed to Year 4. - **Required sheets / outputs:** 1. **Assumptions** - all driver inputs with scenario toggles. 2. **Deal Pipeline** - quarterly deal count, average deal size, retail tranche %, TTV build. 3. **Revenue** - TTV × take-rate; split by UK vs EU geography from Year 3. 4. **P&L** - Revenue → Gross Profit → EBITDA → Net Income. Opex split by function (Product/Eng/Ops 53%, Marketing 24%, Legal/Finance/HR 14%, Capital Markets 9%). 5. **Headcount & Opex** - Series C hiring plan implied by use-of-funds. 6. **Cash / Runway** - Series C proceeds (amount TBD) vs burn rate; runway to profitability. 7. **Funding** - Historical rounds (Series A $9m, Series B $50m) + Series C raise amount (open item). 8. **Dashboard** - TTV cumulative, quarterly deal count, revenue, gross margin, EBITDA, runway. ## Frequently asked questions ### Is the PrimaryBid financial model free? Yes. The PrimaryBid model is a free Excel download with live formulas. ### Can I change the assumptions? Yes. The workbook is editable and its live formulas recalculate when assumptions change.