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  • Capital Engine® Powering Online Capital Markets

  • Austin, TX, USA
  • Overview
  • Investment
  • Team
  • Documents
  • Pitch Deck
  • Financials
  • Opportunity

Capital Engine® Powering Online Capital Markets

Overview

Capital Engine® is a tech-enabled company, that provides customized private capital, secondary market infrastructure and investor management solutions for investment banks, regulated broker-dealers, investment platforms, law firms, and real estate funds.

Capital Engine® is on a mission to transform the $2.5 trillion exempt private capital markets infrastructure and subsequent secondaries trading landscape, creating an organized market for private capital, digital assets and other exempt securities.

Proven and Profitable Business With Significant Traction
Our rapidly expanding business is already cash flow positive, and we have significant traction, with the proposed closing of a transformative acquisition, and establishment of a new commercial real estate brand USA REIT (primary / secondaries trading platform). 
 
  • $450M of capital has been raised through our Investment Marketplace or client portals powered by our software over the past five years, which validates the viability of our technology and approach
  • $600K of revenue* has been generated from Private Label customers and Investment Marketplace for online capital raising.
  • We recently entered into a definitive agreement to acquire a Private Placement Agent and Broker Dealer, Mallory Capital Group, which has raised $10B since their inception
  • $250M of active capital raise mandates with a pipeline of $650M of opportunities despite limited business development efforts to date.

* Revenue does not include any success based fees on capital raises done, and with the recent acquisition of the broker dealer, revenue will be significantly higher.

Company Status
Capital Engine® is seeking to raise $2M to grow our team, enhance our private markets technology, increase our marketing fire power, scale our FINRA registered full-service broker dealer, and roll out our secondaries trading (ATS) for private / digital assets.

Market Opportunity
 
Private Capital Markets are Rapidly Transforming
Private markets are rapidly transforming and have surpassed public markets by some measures to become the more popular way for companies to raise money.

According to the most recent SEC data (2022), exempt offerings accounted for approximately $4.45 trillion in capital raising.

Whereas, publicly raised funds accounted for $1.23 trillion in fundraising. That’s roughly 3.5x more capital raised in private markets than in public markets. 

Secondary Market Trading Growth
Globally, companies are staying private for longer, partly driven by the growing availability of private equity, which offers an alternative source of funding. The secondary market has grown to almost $100bn, a six-fold increase during the past decade and is on track to exceed $130bn in 2023.

The growth of private capital markets is fueled by companies eager to raise money without the regulatory burdens of going public, and investors looking for new ways to score large payouts outside of the stock and bond market.

To empower investment professional and advisors (wealth managers, private banks, 1031 exchanges, broker dealers, sponsors, family offices, RIAs, GP/LPs, social impact and real estate funds) with cloud based private capital and investor management software, to manage their own branded digital investment platform, scaling their business, bringing simplicity, transparency and accessibility to secure online investing.

Market Opportunity

PRIVATE MARKETS GROWING

PUBLIC MARKETS SHRINKING

Private Capital Markets are Transforming

$1.23 T

Public Markets

$4.45 T

Private Markets

$2.3 T

Private Placements

2022

* Private capital markets are rapidly transforming and have surpassed public markets to become the more popular way for companies to raise capital in the US. According to the most recent SEC data, for the 12 month period ending June 30, 2022, exempt offerings accounted for approx. $4.45 trillion in capital raising, whereas during that same time period, publicly raised funds accounted for roughly $1.23 trillion in fundraising. That's 3.5 times more capital raised in the private markets than in the public markets.

Secondaries Market Trading is Growing

10

Years

6 X

Growth

$130 B

Secondary Markets

2023

* Globally, companies are staying private for longer, partly driven by the growing availability of private equity, which offers an alternative source of funding. The secondaries market, where buyers and sellers trade existing interests in private equity funds and their portfolio companies, has grown to $130 billion, a six-fold increase during the past decade.


US Broker Dealer / ATS

Capital Engine Continues Strategic Growth with Acquisition of Mallory Capital Group
With over $10 billion raised and a combined 80 years of capital raising and advisory experience, Mallory Capital Group is a leading private securities placement agent that raises institutional and private capital

  • Capital Engine® entered into a definitive agreement to acquire Mallory Capital Group, a FINRA-registered broker-dealer in March 2023
  • Capital Engine® will reverse merge its tech-enabled exempt private securities platform into broker-dealer
  • Enable company to directly receive transaction commissions
  • Radically improve the economics of Capital Engine® tiered business ecosystem and revenue opportunities
  • Apply to operate an Alternative Trading System (ATS) in 2024 under Exchange Act Rule 3a1-1(a) providing secondaries trading / liquidity
  • ATS will support investing and trading in exempt private securities, digital and fractionalized assets

Company Info

 
 

OVERVIEW
In the sometimes-choppy waters of real estate, Pelorus Equity Group provides financing to keep property owners on course for their investment objectives, when traditional providers are unable or unwilling to help.

We are experts in the rapidly growing cannabis build-out sub-sector, where demand for financing capital far outstrips supply, and many traditional lenders are unable to act efficiently, or lend the required amounts necessary to complete tenant improvements.

Through our real estate loans, we are able to provide income to our investors through the Pelorus Fund, our tax-advantaged Real Estate Investment Trust (REIT).

Investment Highlights

Capital Engine® Powering Online Capital Markets

Investment Opportunity

 

Capital Engine® is seeking up to $5M to scale / accelerate revenue growth in 2024 / 25 with focus on strategic partners, business / tech development, broker dealer expansion, development of sales / marketing capabilities, recruit key staff to ramp up market share, setup of SEC-licensed Alternative Trading System (ATS) and secondary trading platform for private capital markets in the US.

Capital Engine® has multiple, synergistically aligned tech-enabled capital solutions verticals. Our proprietary software solutions enable companies to efficiently execute online and offline capital raises and provides investor management solutions for investment platforms, real estate funds, private companies, investment banks, broker-dealers, and law firms.

Our technology solutions also power our online capital raising Marketplace, tech enabled private placement agent and broker dealer, and our upcoming commercial real estate marketplace and secondaries trading platform USA REIT. 


Expansion Round

Offering Terms
  • Series seed preferred
  • Post-Money Valuation: $17M - $20M at $3/share (FinTech peers range from $55M - $3.1B)
  • Offering: Reg D & S (accredited investors in US, sophisticated investors outside US)
  • Minimum Investment: $24,000
  • 20% share price discount for first 30 investors
  • Thereafter, 20% discount for $250,000+ investment*
  • Shares projected to be liquid by 2026, 20x - 70x return
* Major Purchaser’s receive inspection and management rights letter.

Highlights
  • Funding will help accelerate and scale revenue growth in 2024 / 25
  • Over 25 existing SaaS clients provides both a strong cash-flow base and built-in pipeline of capital raising engagements
  • Acquisition of Mallory Capital Group broker-dealer, positions Capital Engine as a leader in the tech-enabled private placement space
  • Capital Engine’s online marketplace and software solutions have helped raise $450M of capital
  • Actively raising $250M through Marketplace and Mallory Capital platforms, and a deal pipeline of $650M+ potential raises
  • Growth efforts will be focused on strategic partnerships, additional tech development, expanding broker dealer, sales and marketing, onboarding key staff, and establishing secondary trading platform

Monetization
Capital Engine® differentiates itself from competitors with its core focus on building customized, scalable private capital and secondary market infrastructure:
 
  • Private label model (customized white-label solutions)
  • Strategic partnerships (revenue share typically 50/50)
  • Online investment marketplace - Reg D, CF and A (success based fee 5% – 10%)
 

Our list of over 50 clients includes leading real estate funds (some with over >$500M in assets), investment platforms, regulated broker-dealers, law firms, funds, etc.


Exit / Liquidity Strategy
Capital Engine® believes the optimal value creation strategy for our investors will be to target an accelerated path to a full exit and liquidity event in 2025/2026. Potential acquirers include:
  • FinTech Consolidators
  • Investment Bank
  • Private Placement Agent/Broker Dealer
  • Private Equity Firm
  • One of our White Label customers or Strategic Partners

Our estimated sale price is $300M to $400M.

Capital Engine® Perpetual Financing Strategy
 
Share Price $3 / share* $6 / share $12 / share
Pre-Valuation $15,000,000 $30,000,000 $60,000,000
Post-Valuation $17,000,000 $33,000,000 $65,000,000
Amount Raised $2,000,000 $3,000,000 $5,000,000
Shares to be sold 754,167 500,000 416,667
Ownership Dilution 12.6% 10% 8%
* 20% share price discount for first 30 investors

Alternative Liquidity Options
  • Capital Engine’s investors could sell shares on our secondary trading platform
  • Dividend payments to shareholders from substantial free cash flow
  • Dividend recapitalization with investment from deep-pocketed / patient capital partner
  • IPO on NASDAQ / NYSE / LSE

Financial Snapshot


Financial Highlights

Opportunity

Capital Engine® Powering Online Capital Markets

Opportunity

Capital Engine® has multiple, synergistically aligned tech-enabled capital solutions verticals. Our proprietary software solutions enable companies to efficiently execute online and offline capital raises and provides investor management solutions for investment platforms, real estate funds, private companies, investment banks, broker-dealers, and law firms.  

The Problem
Private Securities Markets Lack the Infrastructure of Public Markets
There is no established secondaries trading platform for exempt private securities market to match the public market infrastructure of the NYSE or Nasdaq

Investor Access
Private securities and alternative investments are not readily available to the general public. Thus, the average individual retail investor is denied access to potentially attractive investments in some of the world’s fastest growing enterprises.

Lack of Transparency
Regulatory disclosure requirements imposed on public companies, as well as the scrutiny of outside investors, provides a fairly high level of transparency not available to private markets.

Limited Liquidity
Liquidity is limited for private companies and alternative assets. Where liquidity does exist, the experience is inefficient.

The Solution
Capital Engine® tiered business ecosystem addresses these key pain points
Fully Integrated and Compliant End-to-End Online Software Solution.

Primary Markets
  • Capital Engine® operates both an online capital raising marketplace and tech enabled private placement agent platform for small and large raises
  • Broker Dealer and Placement Agent with $10B raised and marketplace and software with $450M
Secondaries Market
  • Alternative Trading System (ATS) provides off-ramp to investors looking for transparency and liquidity
  • Capital Engine® proposed ATS will support investing and trading in alternative, fractionalized & digital assets
Private Label Solutions
  • Capital Engine is a SaaS B2B company providing a private (white) label business solution
  • Extremely scalable with synergistic benefits to our other operations and long-term recurring revenue
  • Strategic Partnership with revenue sharing options

Solution Benefits
Capital Engine® is transforming the $2.5 trillion exempt private securities infrastructure and subsequent secondaries trading, creating an organized and liquid market for private capital, digital assets and other exempt securities.

Regulatory & Compliance
  • Securities laws
  • Privacy & security
  • E-Commerce
  • Investor protection
  • Blockchain systems & digital securities

Automation of Manual Work
  • Turnkey transaction system
  • Deal setup
  • Investor onboarding
  • Investor relations
  • Marketing automation

Integrated Private Markets Structure
  • Eliminate inefficiencies in private markets
  • Supports customer-specific needs
  • Manage / sync with key business technologies
  • Clearing, custody and secondaries market infrastructure

Security & Privacy
  • Transactions
  • Communications
  • Investor servicing & reporting


Target Market Sectors
These sectors have lagged in terms adopting and advancing capital raising innovations and technologies. 

Capital raising in these sectors is inefficient, time consuming, and expensive, hence the enormous opportunity to disintermediate these markets.

Documents

Project Title Document Title Action
Capital Engine® Powering Online Capital Markets Term Sheet View

Investment Location

Perks

Conrad Weymann | Chairman
Conrad founded Mallory Capital Group (MCG) in December 1995 after two years as a partner at funds placement firm C.P. Eaton & Associates (now Eaton Partners). 

Besides having overall management responsibility for MCG, Conrad is active in origination, project management and distribution. 

Over his placement career he has managed the placement of in excess of $10 billion of private equity and debt securities for a variety of private equity, private real estate and hedge fund partnerships over a wide range of investment strategies. 

For the 15 years prior to entering the private funds placement business, Conrad held a series of senior positions at Comdisco, Inc., the world’s then largest independent lessor of technology equipment.  As a partner in Comdisco Financial Services, Conrad advised on the structuring, pricing and marketing of Comdisco’s syndicated lease transactions. 

Conrad graduated with honors from the University of Notre Dame with a BS in Civil Engineering and a BA in General Studies.  He studied at The George Washington University Graduate School of Business where he completed all but 6 hours of his course requirements towards an MBA, with a concentration in finance, before relocating to Connecticut.  Conrad holds Series 7, 24 and 63 licenses with FINRA. 

Bryan Smith | CEO 
Bryan is the founder of Capital Engine® and Real Estate / FinTech professional with more than 15 years experience at an executive management level including CEO of a public REIT in South Africa.

Bryan has been involved in a number of FinTech startups including Director of Capital Markets at RealConnex, CEO of RealtyWealth.com and disruptive charitable fundraiser Pledge-a-Portion.

Bryan is an accomplished leader with an MBA from Wales University specializing in new venture creation. Bryan holds Series 22 licenses with FINRA.

Zach Gerland | COO 
Zach has 15 years of private equity, investment banking, and C-Suite management experience diversified across Real Assets including energy, real estate, and infrastructure as well as tech and FinTech. He has experience across M&A, private equity investing, capital raising, corporate strategy, corporate finance, and executive management.

Zach has closed $6B of M&A transactions across 300+ deals, managed $3.5B of assets across 25 companies at an executive or board level, built a $1B TEV PE investment portfolio before realizing a >50% IRR and >2x ROI, and helped raise $13B of capital.

Irwin Stein | General Counsel 
Irwin is a very experienced securities attorney with more than 40 years advising companies that are raising capital from investors and brings judgment honed over a long career, to help them to efficiently navigate the capital raising process. 

Irwin has helped to prepare more than 150 public and private securities offerings across various industries.

Christopher Thompson | Business Advisor
An educator, entrepreneur and investment professional with forty years of experience, Chris is passionate about disruptive innovation and evangelizes for early stage technology companies that deliver outstanding returns to institutional investors while generating measurable social impact. 

His current areas of focus include AI/AR, blockchain, cognitive computing, cybersecurity, fintech, machine learning, energy / thermal management technologies and SaaS.  

Chris spent over 30 years serving and leading in Fortune 50 companies such as IBM, Credit Suisse, Morgan Stanley and Fidelity Investments. He has also served as the National Development Director for a $60 million humanitarian relief organization, as well as a partner with multiple startups in the institutional investment management industry and as an entrepreneurship instructor for high school students in the Silicon Valley. 

He has an Bachelor’s degree in Economics and the Russian Language from the University of Michigan and a Master’s degree in History from Wesleyan University. He also earned the Chartered Financial Consultant (ChFC) and Chartered Life Underwriter (CLU) designations from the American College of Financial Services.

Marty Jensen | Business Advisor
Marty has over 35 years of executive leadership in comprehensive wealth management, practice management, sales, distribution and technology platforms in the financial services industry (Morgan Stanley Smith Barney, Wells Fargo Advisors, ING Advisors, PRIME Advisory Network, United Management Group). 

His former clients have included Broker-Dealers, RIA’s, Insurance, Bank and Trust companies, Financial Intermediaries, Family Offices, Non-Profit Foundations, Legacy and Estate Planning clients-advisors-enterprises, in both domestic and international markets.  

Duncan MacRobert | Strategic Advisor
Duncan has worked in various investment banking advisory roles in the Corporate Finance Divisions of Standard Bank and Cadiz. During this period, he advised various listed and unlisted clients on transactions involving mergers and acquisitions, valuations, black economic empowerment, private equity investments, stock exchange-related matters and general corporate finance. In 2009 he established a corporate advisory and proprietary investment company called Richmond Capital.
 
Duncan serves as a non-executive director on a number of Board of Directors and also on the Investment Committee of private equity and property funds.

He is a member of the South African Institute of Chartered Accountants.

Andrew Schrieber | Capital Engine UK
Andrew has over 30 years experience as a serial wealth management entrepreneur. Specialising in introductions and capital raising for unique, more unusual and potentially lucrative alternative opportunities for active investors.

Andrew is the owner at Schreiber Associates International and Capital Engine® UK partner sourcing alternative investments and investors.

Will Green | Director South Africa
Will is a Senior Business Executive with over 23 years knowledge, experience and networks within the high growth Technology Industries in Africa, UK and Singapore. 

Will has built profitable businesses from start-up to multi-million dollars in annual turnover rapidly and sustainably and developed successful business models and go-to-market strategies to help Start-ups, Scale-ups and Corporates.

A born entrepreneur, in the early 2010’s Will helped Yahoo! Inc and other US/EU companies establish a commercial foothold in Africa. Yahoo launched an African property, one of the first new property in their global growth markets division at the time. 

Will is a leader and innovator in high growth Markets and experienced with working with Multi-national Global businesses such as Unilever, P&G, Yahoo!, Sky, eBay and Manchester United.
 
Will was the Program Director for Grindstone, VC Knife Capital’s structured entrepreneurship development program that assists high-growth innovation-driven companies to get the fundamental building blocks in place to scale quickly and become sustainable and fundable.

During his tenure Will reviewed over 1500+ applications and selected 64 and directly worked with 150+ founders which resulted in $9 million external funding being raised, $18 million revenue growth, 146 new jobs created and 72% CAGR. This was achieved over a 3-year period during Covid and within a developing market tech ecosystem.  

Anthony Stonefield | Business Advisor
James is a 3X founder, award winning angel investor, capital raising speaker, author and educator who advises companies with investor and client acquisition by accessing the $20 Trillion retirement industry, with a strong global network.

He is the CEO and Founder of the IRAeXchange which is disrupting the Self-Directed IRA. He holds an Masters of Finance from Harvard University.

Frequently Asked Questions (FAQ)

When I invest, what am I purchasing?
Any investment you do make will be in the the underlying company Capital Engine Inc.

Discussion

Profile picture of

Terms

Capital Engine® Powering Online Capital Markets

Opportunity

Capital Engine® has multiple, synergistically aligned tech-enabled capital solutions verticals. Our proprietary software solutions enable companies to efficiently execute online and offline capital raises and provides investor management solutions for investment platforms, real estate funds, private companies, investment banks, broker-dealers, and law firms.  

The Problem
Private Securities Markets Lack the Infrastructure of Public Markets
There is no established secondaries trading platform for exempt private securities market to match the public market infrastructure of the NYSE or Nasdaq

Investor Access
Private securities and alternative investments are not readily available to the general public. Thus, the average individual retail investor is denied access to potentially attractive investments in some of the world’s fastest growing enterprises.

Lack of Transparency
Regulatory disclosure requirements imposed on public companies, as well as the scrutiny of outside investors, provides a fairly high level of transparency not available to private markets.

Limited Liquidity
Liquidity is limited for private companies and alternative assets. Where liquidity does exist, the experience is inefficient.

The Solution
Capital Engine® tiered business ecosystem addresses these key pain points
Fully Integrated and Compliant End-to-End Online Software Solution.

Primary Markets
  • Capital Engine® operates both an online capital raising marketplace and tech enabled private placement agent platform for small and large raises
  • Broker Dealer and Placement Agent with $10B raised and marketplace and software with $450M
Secondaries Market
  • Alternative Trading System (ATS) provides off-ramp to investors looking for transparency and liquidity
  • Capital Engine® proposed ATS will support investing and trading in alternative, fractionalized & digital assets
Private Label Solutions
  • Capital Engine is a SaaS B2B company providing a private (white) label business solution
  • Extremely scalable with synergistic benefits to our other operations and long-term recurring revenue
  • Strategic Partnership with revenue sharing options

Solution Benefits
Capital Engine® is transforming the $2.5 trillion exempt private securities infrastructure and subsequent secondaries trading, creating an organized and liquid market for private capital, digital assets and other exempt securities.

Regulatory & Compliance
  • Securities laws
  • Privacy & security
  • E-Commerce
  • Investor protection
  • Blockchain systems & digital securities

Automation of Manual Work
  • Turnkey transaction system
  • Deal setup
  • Investor onboarding
  • Investor relations
  • Marketing automation

Integrated Private Markets Structure
  • Eliminate inefficiencies in private markets
  • Supports customer-specific needs
  • Manage / sync with key business technologies
  • Clearing, custody and secondaries market infrastructure

Security & Privacy
  • Transactions
  • Communications
  • Investor servicing & reporting


Target Market Sectors
These sectors have lagged in terms adopting and advancing capital raising innovations and technologies. 

Capital raising in these sectors is inefficient, time consuming, and expensive, hence the enormous opportunity to disintermediate these markets.

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$197,000 raised of $2,000,000

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