Ticketplus Ltd. 424B4final IPO prospectus

Executive Summary

Ticketplus sells ticketing technology and event services, earning commissions from full-service operations and transaction-based fees from white-label software partners. FY2025 revenue grew 64.0% to $29.5M and net income reached $2.24M; preliminary Q1 2026 results suggest stronger margins, but substantial software investment still exceeded operating cash generation. Its $15.0M all-primary IPO at $8.00 implies a $101M market capitalization, 3.41× FY2025 revenue and 44.8× earnings, with buyers receiving 14.9% of closing shares. Investors are buying profitable growth, but must accept that its international software strategy remains small beside Chilean full-service operations, technology replacement is costly, and insiders retain control.

The Offering

• Size and implied valuation: 1,875,000 new shares at $8.00 raise $15.0M gross. Using the principal-shareholder section’s 12,574,617 closing shares, including service shares and restricted share units, implied capitalization is $101M, buyer ownership 14.9%, and valuation 3.41× FY2025 revenue and 44.8× net income. Including the remaining 1,944,445-share equity-plan reserve gives a potential fully diluted count of 14,519,062 shares, $116M capitalization and 12.9% buyer ownership; this assumes the entire reserve is issued.
• Terms: All proceeds go to Ticketplus, with no secondary sales. Expected net proceeds are ≈$13.1M. A 45-day option covers 281,250 additional shares, increasing gross proceeds to $17.3M and expected net proceeds to ≈$15.2M. Underwriters are Bancroft Capital, Roth Capital Partners and MDB Capital; listing is NYSE American, TP.
• Deployment: Management allocates 25% to platform development and maintenance, 40% to international expansion and potential acquisitions, 20% to sales and marketing, and 15% to working capital. No acquisition is committed, no debt repayment is earmarked, and management may redirect funds.
• Capitalization bridge: At 12/31/2025, cash was $3.98M and equity $5.65M. Before adding proceeds, closing-related grants and service-share issuance increase illustrative equity to $6.09M without changing cash; adding $13.1M net proceeds produces after-IPO cash of $17.1M and equity of $19.2M. These figures assume no over-allotment and use the year-end balance sheet, not subsequent borrowing.
• Asset backing: The dilution section calculates $0.20 of after-IPO net tangible assets per $8.00 share—a $7.80 gap. Existing holders’ average consideration was $0.01 per share. This calculation includes closing grants and differs from equity less reported software assets below.
• Timing and resale: Prospectus/pricing date 8/6/2026; expected delivery on or about 8/10/2026. Company, officer, director and ≥5% holder lock-ups generally last 180 days, subject to exceptions and waiver. The prospectus-date basis ends 2/2/2027, although another section starts the period when trading commences; expiry creates potential insider-selling pressure.

Key Financial Highlights

Dollar figures in $M; annual accounts use International Financial Reporting Standards. Q1 figures are preliminary management estimates, neither audited nor reviewed. “After IPO” means year-end figures adjusted for closing issuances and base-offering proceeds.

• Margin trajectory: FY2025 cost growth exceeded revenue growth, while administration consumed a smaller revenue share. Management attributes Q1 improvement to largely fixed platform costs and better revenue mix; seasonal event activity limits annualization.
• Cash conversion: OCF benefited from non-cash amortization and a $7.44M increase in trade and other current payables. Receivables reached $9.22M, including $5.70M of unbilled commissions, making settlement timing important to cash quality.
• Software economics: FY2025 software additions were $12.8M; software assets of $15.9M explain negative tangible equity despite positive total equity—not a preferred-stock accounting deficit. Software-note amortization included $3.24M accelerated expense from obsolete or replaced components.
• Funding: Investment exceeded OCF, requiring financing. A subsequent ≈$2.6M Santander loan adds obligations beyond the year-end table; management expects operations and financing to support at least 12 months of spending.

Business Model and Growth Drivers

• Revenue mix: Full operations generated 94.3% of FY2025 revenue, or $27.8M, and require personnel, equipment and access-control services. White-label software generated $1.68M, offering a lighter expansion model but much lower monetization: reported average fees were 1.63% of ticket value vs a 17.3% full-operation take rate.
• Scale and retention: FY2025 gross merchandise value—ticket value processed, not recognized revenue—was $269M, +40.6%; ticket volume exceeded 10.2M, +27.5%; events exceeded 39,800, +53.1%; and active promoters, venues and partners exceeded 2,800, +33.3%. Reported annual promoter/venue retention above 95% supports recurring relationships, though event volumes fluctuate.
• Geographic reality: White-label services span 11 countries, but contracted full operations are only in Chile. Management plans new partnerships over 24 months and may convert established partners to full operations or acquire them; expansion of the principal revenue model needs local infrastructure, not software alone.
• Differentiation: Local payments, embedded customer workflows and analytics support switching costs. No client contributes a material revenue share, but the workforce of 34 is substantially concentrated in Chile.

Governance and Control

• Ownership: One ordinary-share class carries one vote per share. Chair Yethro Dinamarca Santelices retains 61.7% after closing; CEO Chien-Fu Chen holds 17.8%. Majority control, rather than super-voting shares, limits minority influence.
• Governance: Ticketplus qualifies as a controlled company but currently intends not to use those exemptions; three of five directors are independent. Cayman provisions, a staggered board and foreign-issuer reporting exemptions nevertheless reduce shareholder influence and disclosure frequency.
• Equity incentives: Closing issuances include 55,555 restricted share units and 454,537 service shares, including 153,846 for the chief financial officer. The 2,000,000-share incentive plan creates substantial future dilution capacity.
• Related parties: FY2025 balances totaled $5.76M, including $3.20M owed to chair-owned technology providers and $2.55M of related-party loans. The CEO’s personal mortgage guarantee was released on 7/10/2026, removing that exposure.

Risk Assessment

• Reporting controls: Management says controls may not yet meet all public-company standards; auditors changed between FY2024 and FY2025, although both opinions were unqualified and neither assessed control effectiveness.
• Technology and funding: $12.8M annual software additions and $3.24M accelerated amortization challenge sustainable cash generation while bank and related-party debt already totals $15.7M.
• Chile and event demand: The model producing 94.3% of revenue operates only in Chile, exposing earnings to attendance, cancellations, disasters and local economic conditions.
• Expansion execution: The international footprint largely represents low-fee software partnerships; acquisitions and full-service conversion could consume capital without reproducing Chilean economics.
• Platform and regulation: Dependence on cloud, payments and search providers, sensitive customer data and differing consumer/refund rules creates interruption, liability and compliance exposure.
• Control and float: Insiders collectively hold 81.0% after closing, limiting public influence while the 14.9% IPO stake leaves a small float vulnerable to later selling.
• Valuation: At 44.8× FY2025 earnings, the price requires durable growth and improved cash economics rather than reliance on one unusually profitable preliminary quarter.

Investor Actionables

The offering asks investors to accept sustained platform growth and international monetization at a premium earnings valuation. Proceeds principally fund technology and expansion, not deleveraging.

• Retention and volume: Starting from >95% promoter/venue retention and >10.2M tickets, later filings should show relationships translating into continued volume growth; falling retention or ticket activity would weaken the platform case.
• International conversion: White-label revenue starts at $1.68M and full operations remain Chile-only. Expansion holds if partnerships produce meaningful additional revenue; geographic additions without monetization would undermine it.
• Software cash economics: Starting from $12.8M software purchases and a $(3.55)M OCF-minus-investment balance, watch whether investment becomes self-funded; repeated replacement charges and borrowing would challenge scalability.
• Capital discipline: Track the intended 40% expansion/acquisition allocation and selling after lock-up expiry; productive deployment supports the case, while redirection, further financing or heavy dilution weakens it.