The $8.00 IPO price is a substantial discount to the $13-$15 estimated range, likely reflecting weaker demand or down-round dynamics. The $13.1M net proceeds strengthen the balance sheet (cash to ~$17.1M pro forma), but the heavy dilution ($7.80/share dilution on a $8.00 offer) and controlling shareholder structure warrant caution. Monitor first few days of trading for price support and follow-on lock-up expiration at day 180.
Executive Summary
Ticketplus Ltd. priced its IPO of 1,875,000 ordinary shares at $8.00 per share, raising $15.0M in gross proceeds ($13.95M before expenses), listing on NYSE American under 'TP'. The offering is a downsize from the previously estimated $13-$15 range, representing a material discount versus the earlier range. FY2025 revenue grew 64% YoY to $29.5M with net profit of $2.2M (up 141% YoY). Post-IPO, the controlling shareholder will retain ~61.7% voting power, remaining a 'controlled company'.
Key Financial Metrics
Key Facts
- IPO of 1,875,000 shares at $8.00/share, down from the $13-$15 estimated range in prior F-1/A filings
- Gross proceeds of $15.0M to the company before underwriting discounts and expenses
- Shares to outstanding post-offering: 12,064,525 (assuming no over-allotment exercise)
- 45-day over-allotment option for up to 281,250 additional shares (15% of offering)
- Net proceeds expected to be ~$13.1M ($15.2M if over-allotment exercised)
- FY2025 revenue: $29.46M (up 64% YoY); net profit $2.24M (up 141% YoY)
- Q1 2026 unaudited revenue: $9.49M (up 42% vs Q1 2025); EBITDA $4.23M (margin 44.6%)
- Lock-up period: 180 days for company, directors, officers, and 5%+ holders
- Underwriters: Roth Capital Partners, Bancroft Capital, MDB Capital
- Controlling shareholder Yethro Dinamarca Santelices to hold ~61.7% voting power post-offering
- Net tangible book value per share: $(1.08) historical, $0.20 pro forma as adjusted
- Dilution to new investors: $7.80 per share
Financial Impact
Gross proceeds of $15.0M, net proceeds ~$13.1M. Dilution of $7.80/share to new investors. IPO price significantly below the prior $13-$15 estimated range.
Risk Factors
- IPO price well below prior estimated range signals potential demand weakness
- Immediate and substantial dilution of $7.80/share to new investors
- Controlled company structure with 61.7% voting power in one holder post-offering
- Significant related-party payables ($5.8M) and $13.2M in bank debt
- Small float and low trading volume could drive extreme price volatility
- Heavy reliance on Chile full-operation model (94% of revenue) creates geographic concentration risk
- History of no dividends and no intention to pay dividends
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B4 Filing (Primary) | 0001213900-26-086641 |
| Document: 0001213900-26-086641-index-headers.html | 0001213900-26-086641 |
| Document: 0001213900-26-086641-index.html | 0001213900-26-086641 |
| Document: 0001213900-26-086641.txt | 0001213900-26-086641 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 19, 2026 6w ago | 6-K | $7.65 $7.99 | ▲ +4.44% | ▲ +4.04% | $8.63 (+12.81%) |
Aug 10, 2026 7w ago | 6-K | $7.59 $6.89 | ▼ −9.22% | ▼ −9.47% | $8.63 (+13.70%) |
Aug 7, 2026 8w ago | 424B4 | $7.31 $7.59 | ▲ +3.83% | ▲ +4.15% | $8.63 (+18.06%) |
Aug 7, 2026 8w ago | EFFECT | $7.00 $7.31 | ▲ +4.43% | ▲ +4.46% | $8.63 (+23.29%) |
Aug 7, 2026 8w ago | 3 | $7.00 $7.31 | ▲ +4.43% | ▲ +4.46% | $8.63 (+23.29%) |
Aug 7, 2026 8w ago | 3 | $7.00 $7.31 | ▲ +4.43% | ▲ +4.46% | $8.63 (+23.29%) |
Aug 6, 2026 8w ago | Press Release | $7.00 $7.31 | ▲ +4.43% | ▲ +4.46% | $8.63 (+23.29%) |
Jul 28, 2026 9w ago | F-1/A | $9.00 $9.00 | · 0.00% | ▲ +1.54% | $8.63 (−4.11%) |
Jul 2, 2026 13w ago | F-1/A | — | awaiting T+1 | — | — |
Jun 30, 2026 13w ago | F-1/A | — | awaiting T+1 | — | — |
US Market Status
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