TOMIS Holdings, Inc. — Confidential · Series Seed-2

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TOMIS Holdings, Inc.
SERIES SEED-2

TOMIS Holdings, Inc.

AI-Powered Marketing & Booking Software for Tours & Activities

Hospitality Tech B2B SaaS Series Seed-2
GSV Investment
$2.74M
Carta Book Cost
Pre-Money Valuation
$13.5M
Series Seed-2
Current ARR
$4.4M
Dec 2025
Gross Margin
93%
2025 YTD
GSV Ownership
28%
Fully Diluted

Financial Performance

Financial Assessment

Source: TOMIS Holdings Financial Statements, 2024-2025 Annual Reports

P&L Summary: 2024 vs 2025

Metric 2024 2025
Total Revenue $3,670,739 $4,563,651
COGS $247,566 $387,694
Gross Profit $3,423,173 $4,175,957
Total OpEx $3,743,166 $4,767,343
Operating Income -$1,010,580 -$591,386
Net Income -$996,843 -$593,799

Key Financial Metrics

Gross Margin %
93%
2025 consolidated
Revenue Growth
+24.3%
YoY (consolidated)
Payroll Expense
$4.0M
2025 YTD

Revenue Trend (Monthly MRR)

Investment Structure

Deal Terms & Capitalization

Source: Series Seed-2 SPA, Carta Cap Table, Investment Agreements

GSV Investment History

Round 1: Series Seed Preferred $1,600,000
Jun 2024 • Includes $500K converted note (Jul 2023) + $1,100K new capital; 421,952 shares
Round 2: Series Seed-1 Preferred $542,916
Jun 2024 • 204,542 shares
Round 3: Series Seed-2 Preferred $600,000
Jun 2, 2025 • $13.5M valuation, $3.9285/share, 152,730 shares
Total GSV Investment $2,742,916

Cap Table Summary (Pre-Seed-2)

Security Type Shares/Amount
Common Stock Outstanding 2,466,265
Series Seed 435,138
Series Seed-1 204,542
Series Seed-2 Authorized 152,730
Total Preferred 792,410
Options Granted 268,150
Options Available 62,304
Fully Diluted 3,789,159

Cap Table Mix

INVESTMENT HISTORY

GSV Investment Timeline

Source: GS Value Tracker — F2 GB (Investment Row), GSV Fund II Record (Carta), Investment Agreements
JUN 2024
Series Seed Preferred
$1,600,000 deployment including $500K converted note (Jul 2023) + $1,100K new capital. 421,952 preferred shares issued.
$1,600,000
JUN 2024
Series Seed-1 Preferred
204,542 preferred shares issued. Supports Yonder acquisition and product development.
$542,916
JUN 2, 2025
Series Seed-2 Preferred
$13.5M valuation. $3.9285 per share. 152,730 preferred shares authorized. Use of proceeds: product development and general corporate purposes.
$600,000
TOTAL DEPLOYED
$2,742,916
Across 3 tranches over 12 months. Current fair value: $6,545,758 (2.42x MOIC).
CUMULATIVE DEPLOYMENT
INVESTMENT ROUND SUMMARY
Round Amount Valuation Shares
Seed (Jun '24) $1,600,000 Converted + New 421,952
Seed-1 (Jun '24) $542,916 204,542
Seed-2 (Jun '25) $600,000 $13.5M 152,730
Total $2,742,916 779,224
Ownership Trajectory
Current stake: 28% fully diluted (LP Presentation). Post-Series A dilution projected at ~16.1% at exit. Current Carta value: $3,061,182 (book) / $6,545,758 (fair value).

Company Overview

Product & Company

Source: TOMIS Holdings Investor Materials, Product Documentation

Platform Overview

TOMIS Holdings develops AI-powered marketing and booking software tailored for tour operators and activity providers. The platform combines an intelligent AI chatbot, unified inbox for customer communications, automated review generation, SEO dashboard, and a white-label booking engine.

Core Features

  • AI Chatbot for customer inquiries & conversions
  • Unified inbox across all communication channels
  • Automated review generation & reputation management
  • SEO dashboard & digital marketing tools
  • White-label booking engine

Business Model & Market

Business Model: B2B SaaS + agency services. The company generates revenue through recurring software subscriptions and agency management fees for tour operators seeking comprehensive digital marketing support.

Target Market: Independent tour operators, activity providers, and regional booking platforms in the $200B+ tours and activities market. Customers are seasonal businesses with high summer/fall concentrations.

Yonder Acquisition (2024): TOMIS acquired Yonder, a competitive SaaS platform headquartered in New Zealand and Australia, to expand international reach and consolidate the market.

HQ: Bozeman, Montana, USA. Founded ~2018. Delaware corporation.

Strategic Rationale

Investment Thesis

Source: GSV Fund II Investment Committee, Thesis Development Documents

Category Leader in Underserved Market: TOMIS is establishing market dominance in the $200B+ tours and activities space with strong differentiation through AI-powered booking and marketing automation. Few competitors offer the integrated platform approach.
Exceptional Unit Economics: 93% gross margins demonstrate strong pricing power and efficient delivery. SaaS business model with predictable recurring revenue (ARR ~$4.4M) and growing agency services component.
Strong Growth Momentum: Revenue grew 24.3% YoY (consolidated, 2024–2025) and ARR expanded from ~$177K/mo (Q1 2023) to ~$449K/mo (Q4 2025). Consistent execution across product and agency revenue streams.
Experienced Founder & Cohesive Team: CEO Evan Tipton holds 53.88% ownership with deep domain expertise. Proven leadership through product iterations and successful Yonder integration planning.
Clear M&A Pathway: Active discussions with two potential strategic buyers. Market validation at $30M+ valuation verbalized. Consolidation dynamics favorable in the hospitality tech ecosystem.
International Expansion via Yonder: Acquisition expands TAM and geographic reach into APAC markets. Creates foundation for multi-geography scaling and cross-selling opportunities.

Investment Considerations

Risk Assessment

Source: Due Diligence, Management Interviews, Historical Performance Data

HIGH
Customer Seasonality
Revenue highly seasonal with peaks in summer/fall. Tourism cycles create lumpy cash flow and complicate financial planning. Winter quarter performance weaker.
HIGH
Path to Profitability
Company remains net income negative (-$594K in 2025) with heavy payroll burden ($4M+ annually). Achieving sustainable profitability requires significant operational leverage and revenue acceleration. LP Presentation marks company as profitable at gross margin level (93%).
MEDIUM
Key Person Risk
Evan Tipton holds 53.88% and is critical to operations, relationships, and strategy. Succession planning and key person insurance critical.
MEDIUM
Yonder Integration Complexity
International subsidiary adds operational, cultural, and technical complexity. Cross-border payments and regulatory compliance require careful management.
MEDIUM
Competitive Landscape
Established competitors (FareHarbor, Peek, Rezdy) with greater resources. Market consolidation could pressure pricing and market share.
LOW
Debt Obligations
SBA loan ($131K) and legacy convertible notes add complexity but manageable in context of valuation.

Return Analysis

Exit Scenarios & Valuation

Source: DCF Model, Comparable Company Analysis, Exit Discussions

Exit Analysis (2030 Horizon)

Scenario Exit Value GSV Share MOIC
Base Case (3.39x Revenue) $62.9M $10.1M 3.7x
Upside (4.5x Revenue) $83.5M $13.4M 4.9x
Downside (2.5x Revenue) $46.4M $7.5M 2.8x

Base case assumes 30% annual revenue growth, 3.39x exit multiple (Pitchbook comp set), 16.14% ownership post-dilution at exit.

Valuation & Current Metrics

Metric Value
Current Fair Value (Carta) $6,545,758
Current MOIC 2.42x
Unrealized Gain $318,266
Implied Exit (M&A Discussions) $30M
Series Seed-2 Price/Share $3.9285
Series Seed-2 Effective Valuation $13.5M

Exit Scenario Distribution

Forward Looking

Financial Projections (2026–2030)

Source: TOMIS Management Projections, Assumption Models, Value Tracker Consensus

Revenue Projections & Composition

Year Projected Revenue
2026 YTD Accrued $6,491,896
2026 Full Year (Projected) $6,495,947
2027 Projection $8,444,731
2028 Projection $10,978,150
2029 Projection $14,271,595
2030 Projection $18,553,073

Valuations model (conservative). Assumes 30% annual growth rate.

EBITDA Trajectory & Profitability Path

Monthly EBITDA 2025 & Normalized 2026

2025 ranged -$142K to +$51K monthly. Key milestone: achieve consistent EBITDA breakeven in 2026–2027 through operating leverage.

Leadership

Investment Team

Source: Investor Relations, Cap Table, Management Bios

ET
Evan Tipton
CEO & Founder
Founder and CEO with 53.88% fully-diluted ownership. Deep domain expertise in hospitality tech and tour operations. Leads product vision, customer relationships, and strategic partnerships including Yonder acquisition.
CO
Claire Owens
GSV Coverage
Primary GSV investor contact and relationship manager. Responsible for monitoring financial performance, operational milestones, and exit readiness. Quarterly board engagement and advisory support.

GP Recommendation: MONITOR

TOMIS is a category-leading B2B SaaS + agency platform for the $200B+ tours and activities market. The company demonstrates strong unit economics (93% gross margins), growing ARR (~$4.4M), and active M&A discussions at $30M valuation. Founder commitment and international expansion through Yonder acquisition position TOMIS for continued growth.

Investment Verdict
MONITOR
Active follow-on opportunity
Key Concern
Profitability
Path to EBITDA+ requires operational leverage
Near-term Catalyst
M&A Close
Active buyer discussions, exit potential 12-18 months

Key Milestones to Monitor:

  • 2026 Revenue Target: Achieve $8M revenue goal; currently tracking to $7.7M—growth must accelerate
  • Profitability Path: Demonstrate consistent EBITDA breakeven through operating leverage and efficiency improvements
  • Yonder Integration: Seamless consolidation, revenue synergies, and cost optimization
  • M&A Discussions: Close or formalize buyer agreement; evaluate growth equity recap at $30M+ valuation as alternative

Recommendation: Continue active monitoring through quarterly board updates and operational metrics. Prepare for potential follow-on investment in growth round or M&A support. Consider growth equity recap at $30M valuation if founder prefers equity continuity over outright sale. Seasonal revenue patterns require careful Q4 2026 tracking for realistic exit timing.

Derek AI

TOMIS Deal Intelligence

Terms Cap Table Financials Risks Market Team Exit Recommendation

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