Ticketplus Q3 revenue rises 90.3% to $14.4M
Ticketplus reported $11,805,186 of operating cash flow and $13,832,812 of cash used in investing activities over nine months.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Ticketplus Ltd. reported third-quarter 2026 revenue of $14,354,379, compared with $7,544,545 a year earlier, and net profit of $1,602,509 versus $225,124. For the first nine months, revenue was $37,257,202 versus $21,126,147, while net profit was $5,732,194 versus $1,859,289. Management attributed revenue growth to more events processed, new white-label partners and expanded services for clients.
Net cash provided by operating activities for the nine months was $11,805,186, while investing activities used $13,832,812, primarily for software development. Cash and cash equivalents were $17,008,486 and bank loans totaled $13,044,371 as of September 30, 2026. Third-quarter Total Platform Sales (GMV) were $177,534,374.
Ticketplus completed its IPO on August 10, 2026, issuing 1,875,000 shares at $8.00 for $15,000,000 in gross proceeds. On August 12, underwriters purchased 258,814 additional shares, generating approximately $2.07 million in additional gross proceeds. The company reported 11 active markets as of September 30, 2026, and included Autoentrada S.A. in consolidation beginning September 18, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 90.3% to $14,354,379 year over year.
- Moderate pointNine-month net profit rose 208.3% to $5,732,194 year over year.
- Moderate pointNine-month operating cash flow increased to $11,805,186 from $7,932,802.
Negative
- None.
Filing Explained
At September 30, Ticketplus reported 12,779,417 ordinary shares outstanding, including 454,537 issued for services. It also reported 116,514 outstanding restricted share units not yet issued as shares; if units vest and shares are issued, the share count rises and, absent offsetting changes, existing holders’ percentage ownership falls.
Key Figures
Key Terms
Total Platform Sales (GMV) financial
White-Label SaaS Model technical
Adjusted EBITDA financial
capitalized software development costs financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were TP's third-quarter 2026 revenue and net profit?
How much did TP raise in its IPO?
How did TP's operating and investing cash flows compare?
How much of TP's nine-month GMV came from white-label SaaS?
What were TP's cash and bank loan balances?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-43438
TICKETPLUS LTD.
(Translation of registrant’s name into English)
Alonso de Córdova 5320, Piso 16
Las Condes, Región Metropolitana
Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Ticketplus Ltd. (the “Company”) is furnishing this Form 6-K to provide the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2026 and 2025, including the operating and financial review and prospects for the period presented therein, and to incorporate such financial statements into the Company’s registration statement referenced below.
This Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-298180) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
FORWARD-LOOKING INFORMATION
This Report on Form 6-K contains forward-looking statements and information that are based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: its goals and strategies, its future business development, financial condition and results of operations, expected changes in its revenue, costs or expenditure, its expectations regarding demand for and market acceptance of our products and services, competition in its industry, government policies and regulations relating to its industry, and other risks and uncertainties which are generally set forth under the heading “Risk Factors” and elsewhere in the Company’s SEC filings. Should any of these risks or uncertainties materialize, or should the underlying assumptions about the Company’s business and the markets in which it operates prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in this report.
All forward-looking statements included herein attributable to the Company or other parties or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of September 30, 2026 and for the Three and Nine Months Ended September 30, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2026 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 28, 2026 | TICKETPLUS LTD. | |
| By: | /s/ Chien-Fu Chen Chen | |
| Chien-Fu Chen Chen | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
TICKETPLUS LTD.
Index to Unaudited Interim Consolidated Financial Statements
| Financial Statements | Page | |
| Consolidated Statements of Financial Position as of September 30, 2026 (unaudited) and December 31, 2025 | F-2 | |
| Unaudited Consolidated Statements of Profit or Loss | F-3 | |
| Unaudited Consolidated Statements of Shareholders’ Equity | F-4 | |
| Unaudited Consolidated Statements of Cash Flows | F-5 | |
| Notes to Unaudited Interim Consolidated Financial Statements | F-6 |
F-1
TICKETPLUS LTD.
Consolidated Statements of Financial Position
| As of September 30, 2026 (unaudited) | As of December 31, 2025 (audited) | |||||||
| $ | $ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 17,008,486 | 3,980,838 | ||||||
| Trade and other receivables | 9,696,293 | 9,220,336 | ||||||
| Inventory | 62,106 | 60,310 | ||||||
| Current tax assets | 658,487 | 550,256 | ||||||
| Total current assets | 27,425,372 | 13,811,740 | ||||||
| Non-current assets | ||||||||
| Intangible assets | 23,794,240 | 15,925,873 | ||||||
| Property, plant, and equipment | 294,222 | 191,405 | ||||||
| Deferred tax assets | 269,480 | 704,895 | ||||||
| Total non-current assets | 24,357,942 | 16,822,173 | ||||||
| Total assets | 51,783,314 | 30,633,913 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Other current financing liabilities | 3,692,531 | 2,743,145 | ||||||
| Trade and other payables - third parties | 6,084,244 | 5,097,824 | ||||||
| Trade and other payables - related parties (Note 12) | 1,635,722 | 3,203,029 | ||||||
| Current payables to related parties | 3,564 | — | ||||||
| Current provision for employee benefits | 175,681 | 197,366 | ||||||
| Provision for income taxes | 2,238,214 | 737,096 | ||||||
| Current income tax payable | — | 19,045 | ||||||
| Total current liabilities | 13,829,956 | 11,997,505 | ||||||
| Non-current liabilities | ||||||||
| Other non-current financing liabilities | 9,408,365 | 10,437,280 | ||||||
| Non-current payables to related parties | 2,380,618 | 2,552,433 | ||||||
| Total non-current liabilities | 11,788,983 | 12,989,713 | ||||||
| Total liabilities | 25,618,939 | 24,987,218 | ||||||
| Shareholders’ equity | ||||||||
| Ordinary shares of par value of $0.0001 each; 300,000,000 shares authorized, 12,779,417 shares issued and outstanding as of September 30, 2026 (Note 13) | 16,003,266 | — | ||||||
| Class A ordinary shares of par value of $0.0001 each; 250,000,000 shares authorized, 189,525 shares issued and outstanding as of December 31, 2025 | — | 5,000 | ||||||
| Class B ordinary shares of par value of $0.0001 each; 50,000,000 shares authorized, 10,000,000 shares issued and outstanding as of December 31, 2025 | — | 30,000 | ||||||
| Other reserves | 3,258,649 | 3,258,649 | ||||||
| Share-based payment reserve (Note 13) | 92,666 | — | ||||||
| Accumulated other comprehensive income (loss) | (1,030,624 | ) | 109,137 | |||||
| Accumulated earnings | 7,840,418 | 2,243,909 | ||||||
| Total shareholders’ equity | 26,164,375 | 5,646,695 | ||||||
| Total liabilities and shareholders’ equity | 51,783,314 | 30,633,913 | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-2
TICKETPLUS LTD.
Unaudited Consolidated Statements of Profit or Loss
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Revenue from ordinary activities | 14,354,379 | 7,544,545 | 37,257,202 | 21,126,147 | ||||||||||||
| Cost of revenue | (7,326,829 | ) | (4,292,337 | ) | (18,999,363 | ) | (12,618,401 | ) | ||||||||
| Gross profit | 7,027,550 | 3,252,208 | 18,257,839 | 8,507,746 | ||||||||||||
| Administrative expenses | (3,881,394 | ) | (2,764,979 | ) | (8,349,018 | ) | (5,503,615 | ) | ||||||||
| Financial income | 46,470 | 22,343 | 117,573 | 30,655 | ||||||||||||
| Financial costs | (564,748 | ) | (245,095 | ) | (1,640,583 | ) | (846,278 | ) | ||||||||
| Exchange difference, net | (81 | ) | (44 | ) | (18,352 | ) | (4,567 | ) | ||||||||
| Income before tax | 2,627,797 | 264,433 | 8,367,459 | 2,183,941 | ||||||||||||
| Income tax expense | (1,025,288 | ) | (39,309 | ) | (2,635,265 | ) | (324,652 | ) | ||||||||
| Results from continuing operations | 1,602,509 | 225,124 | 5,732,194 | 1,859,289 | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Results from continuing operations | 1,602,509 | 225,124 | 5,732,194 | 1,859,289 | ||||||||||||
| Other comprehensive income (loss) | (917,723 | ) | (108,435 | ) | (1,139,761 | ) | 163,571 | |||||||||
| Total comprehensive income | 684,786 | 116,689 | 4,592,433 | 2,022,860 | ||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | 11,647,231 | 10,189,525 | 10,680,767 | 10,189,525 | ||||||||||||
| Basic and diluted earnings per ordinary share (Note 13) | 0.14 | 0.02 | 0.54 | 0.18 | ||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-3
TICKETPLUS LTD.
Unaudited Consolidated Statements of Shareholders’ Equity
Three and Nine Months Ended September 30, 2025 (capital structure prior to the December 2025 Reorganization):
| Class A Ordinary Shares - Shares | Class A Ordinary Shares - Amount ($) | Class B Ordinary Shares - Shares | Class B Ordinary Shares - Amount ($) | Other Reserves ($) | Accumulated Other Comprehensive Income ($) | Accumulated Earnings ($) | Total Shareholders’ Equity ($) | |||||||||||||||||||||||||
| Balance – December 31, 2024 (audited) | 189,525 | 2,829 | 10,000,000 | 149,245 | 27,552 | (386,959 | ) | 3,030,105 | 2,822,772 | |||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 657,061 | 657,061 | ||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 318,920 | — | 318,920 | ||||||||||||||||||||||||
| Balance – March 31, 2025 (unaudited) | 189,525 | 2,829 | 10,000,000 | 149,245 | 27,552 | (68,039 | ) | 3,687,166 | 3,798,753 | |||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 978,848 | 978,848 | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (46,914 | ) | — | (46,914 | ) | ||||||||||||||||||||||
| Balance – June 30, 2025 (unaudited) | 189,525 | 2,829 | 10,000,000 | 149,245 | 27,552 | (114,953 | ) | 4,666,014 | 4,730,687 | |||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 223,380 | 223,380 | ||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | (108,435 | ) | — | (108,435 | ) | ||||||||||||||||||||||
| Balance – September 30, 2025 (unaudited) | 189,525 | 2,829 | 10,000,000 | 149,245 | 27,552 | (223,388 | ) | 4,889,394 | 4,845,632 | |||||||||||||||||||||||
Three and Nine Months Ended September 30, 2026:
| Class A Ordinary Shares - Shares | Class A Ordinary Shares - Amount ($) | Class B Ordinary Shares - Shares | Class B Ordinary Shares - Amount ($) | Ordinary Shares - Shares | Ordinary Shares - Amount ($) | Other Reserves ($) | Share-Based Payment Reserve ($) | Accumulated Other Comprehensive Income ($) | Accumulated Earnings ($) | Total Shareholders’ Equity ($) | ||||||||||||||||||||||||||||||||||
| Balance – December 31, 2025 (audited) | 189,525 | 5,000 | 10,000,000 | 30,000 | — | — | 3,258,649 | — | 109,137 | 2,243,909 | 5,646,695 | |||||||||||||||||||||||||||||||||
| Redesignation of Class A and Class B shares into a single class of ordinary shares (March 16, 2026) (Note 13) | (189,525 | ) | (5,000 | ) | (10,000,000 | ) | (30,000 | ) | 10,189,525 | 35,000 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | 1,971,471 | 1,971,471 | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | (243,586 | ) | — | (243,586 | ) | |||||||||||||||||||||||||||||||
| First-time consolidation of Ticketplus LLC: opening net equity (Note 2(b)) | — | — | — | — | — | — | — | — | — | 61,459 | 61,459 | |||||||||||||||||||||||||||||||||
| Redemption of 55% membership interest in Ticketplus LLC (Note 13) | — | — | — | — | — | — | — | — | — | (200,000 | ) | (200,000 | ) | |||||||||||||||||||||||||||||||
| Balance – March 31, 2026 (unaudited) | — | — | — | — | 10,189,525 | 35,000 | 3,258,649 | — | (134,449 | ) | 4,076,839 | 7,236,039 | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | 2,127,100 | 2,127,100 | |||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | 21,548 | — | 21,548 | |||||||||||||||||||||||||||||||||
| Balance – June 30, 2026 (unaudited) | — | — | — | — | 10,189,525 | 35,000 | 3,258,649 | — | (112,901 | ) | 6,203,939 | 9,384,687 | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares in the initial public offering (Note 13) | — | — | — | — | 2,133,814 | 17,070,512 | — | — | — | — | 17,070,512 | |||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for services (Note 13) | — | — | — | — | 454,537 | 3,636,296 | — | — | — | — | 3,636,296 | |||||||||||||||||||||||||||||||||
| Share issuance costs (Note 13) | — | — | — | — | — | (4,738,542 | ) | — | — | — | — | (4,738,542 | ) | |||||||||||||||||||||||||||||||
| Share-based payments - restricted share units (Note 13) | — | — | — | — | — | — | — | 92,666 | — | — | 92,666 | |||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon vesting of restricted share units (Note 13) | — | — | — | — | 1,541 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | — | 1,633,623 | 1,633,623 | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | (917,723 | ) | — | (917,723 | ) | |||||||||||||||||||||||||||||||
| Adjustments to the opening net equity of Ticketplus LLC and Ticketplus, Inc. (Note 2(b)) | — | — | — | — | — | — | — | — | — | 2,856 | 2,856 | |||||||||||||||||||||||||||||||||
| Balance – September 30, 2026 (unaudited) | — | — | — | — | 12,779,417 | 16,003,266 | 3,258,649 | 92,666 | (1,030,624 | ) | 7,840,418 | 26,164,375 | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
TICKETPLUS LTD.
Unaudited Consolidated Statements of Cash Flows
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Income for the period | 5,732,194 | 1,859,289 | ||||||
| Charges (credits) to profit or loss that do not involve cash flow: | ||||||||
| Depreciation and amortization expenses | 4,854,070 | 4,545,030 | ||||||
| Income tax expenses | 2,635,265 | 324,652 | ||||||
| Share-based payments | 1,323,434 | — | ||||||
| Provisions for benefits to employees | (39,705 | ) | (136,815 | ) | ||||
| Other | (44,837 | ) | 6,677 | |||||
| (Increase) decrease in assets affecting cash flow: | ||||||||
| (Increase) decrease in trade and other receivables | (1,318,032 | ) | (6,222,689 | ) | ||||
| (Increase) decrease in inventory | (6,206 | ) | — | |||||
| (Increase) decrease in current tax assets | (30,099 | ) | 99,541 | |||||
| Increase (decrease) in liabilities affecting cash flow: | ||||||||
| Increase (decrease) in trade and other payables | (713,499 | ) | 7,742,343 | |||||
| Increase (decrease) in provision for income taxes | (587,399 | ) | (285,226 | ) | ||||
| Net cash provided by (used in) operating activities | 11,805,186 | 7,932,802 | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of intangibles | (14,084,354 | ) | (8,080,956 | ) | ||||
| Purchase of property, plant and equipment | (120,157 | ) | (30,917 | ) | ||||
| Acquisition of subsidiary, net of cash acquired (Note 2(b)) | 371,699 | — | ||||||
| Net cash provided by (used in) investing activities | (13,832,812 | ) | (8,111,873 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from (repayments to) financial institutions, net | 892,519 | 4,059,025 | ||||||
| Payment for the redemption of the 55% membership interest in Ticketplus LLC | (200,000 | ) | — | |||||
| Proceeds from (repayments of) related party loans, net | — | (257,894 | ) | |||||
| Proceeds from issuance of ordinary shares, net of issuance costs paid (Note 13) | 14,737,498 | — | ||||||
| Net cash provided by (used in) financing activities | 15,430,017 | 3,801,131 | ||||||
| Net increase (decrease) in cash and cash equivalents | 13,402,391 | 3,622,060 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (374,743 | ) | (34,901 | ) | ||||
| Cash and cash equivalents, beginning of period | 3,980,838 | 2,000,866 | ||||||
| Cash and cash equivalents, end of period | 17,008,486 | 5,588,025 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest and financing costs paid | $ | 1,591,798 | $ | 825,208 | ||||
| Income taxes paid | $ | 600,193 | $ | 307,376 | ||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-5
TICKETPLUS LTD.
Notes to the Unaudited Interim Consolidated Financial Statements
NOTE 1. GENERAL INFORMATION
Ticketplus Ltd., an exempted company limited by shares, was incorporated under the laws of the Cayman Islands on December 3, 2025, as a holding company. Its principal operating subsidiary is Ticketplus SpA, a joint stock company incorporated under the laws of Chile on December 29, 2014. Ticketplus Group SpA, a joint stock company, was incorporated under the laws of Chile on April 3, 2018, and became the sole shareholder of Ticketplus SpA. Ticketplus, Inc., a Delaware corporation, was incorporated on January 17, 2023, and is the wholly-owned subsidiary of Ticketplus SpA. Ticketplus Global IP LLC, a Delaware limited liability company, was formed on May 30, 2025, and is the wholly-owned subsidiary of Ticketplus, Inc. Ticketplus LLC, a Delaware limited liability company, was formed on June 5, 2025, and is the wholly-owned subsidiary of Ticketplus, Inc. Ticketplus Ltd. together with its subsidiaries are defined as the “Company”.
The Company operates as a technology company in the live entertainment industry, providing a proprietary, full-stack platform that integrates event discovery, primary ticketing, access control, payments, real-time analytics, and post-event insights.
In December 2025, the Company completed a reorganization of its legal structure (the “Reorganization”) in preparation for its initial public offering, accounted for as a recapitalization among entities under common control. On December 15, 2025, Ticketplus Ltd. acquired all issued and outstanding share capital of Ticketplus Group SpA pursuant to a contribution agreement in which the shareholders of Ticketplus Group SpA became the shareholders of Ticketplus Ltd. and Ticketplus Group SpA became its wholly-owned subsidiary.
These unaudited interim consolidated financial statements include Ticketplus Ltd. and its subsidiaries. Neither Ticketplus, Inc. nor Ticketplus Global IP LLC has any material operations or assets. Ticketplus LLC is consolidated for the first time in 2026, and Autoentrada S.A. from September 18, 2026 (see Note 2(b)).
NOTE 2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
(a) Basis of preparation. These unaudited interim consolidated financial statements (these “interim financial statements”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board. They do not include all of the information required for a complete set of annual financial statements prepared under IFRS and should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025. These interim financial statements are unaudited. They have been reviewed by the Company’s independent registered public accounting firm. A review of interim financial information is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole; accordingly, no such opinion is expressed.
F-6
(b) Accounting policies. The principal accounting policies applied in these interim financial statements are consistent with those applied for the year ended December 31, 2025, except for the policies adopted for transactions that occurred for the first time during the period, described below. Revenue from ticketing technology solutions and live event management services is recognized when control of the promised services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled. Software development costs are capitalized when the criteria in IAS 38 are met and are amortized on a straight-line basis over their estimated useful life of four years, with the related amortization presented within administrative expenses. Property, plant and equipment is measured at cost less accumulated depreciation. Bank loans are measured at amortized cost and presented net of deferred interest. Cash equivalents comprise short-term, highly liquid instruments that meet the requirements of IAS 7. The financial statements of subsidiaries whose functional currency is not the U.S. dollar are translated as described in (c) below. The following policies and changes were applied during the period:
| ● | Transaction costs of equity transactions. Incremental costs directly attributable to the issuance of new ordinary shares are accounted for as a deduction from equity (IAS 32.37). Costs that relate jointly to the issuance of new shares and to the listing of the Company’s existing shares are allocated between them based on the proportion of new shares issued in the Offering (as defined below) to the total shares listed (IAS 32.38); the portion allocated to existing shares, and the costs of operating as a listed company, are recognized in profit or loss. |
| ● | Share-based payments. Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date. Ordinary shares that vest immediately are recognized in full at the grant date. Restricted share units are recognized over the vesting period, with each vesting tranche treated as a separate award, with a corresponding increase in the share-based payment reserve. When the services received relate to the issuance of new shares, the corresponding amount is accounted for as a transaction cost of the issuance (see Note 13). |
| ● | First-time consolidation of Ticketplus LLC. Ticketplus LLC was formed on June 5, 2025, and commenced operations in July 2025. It is included in these interim financial statements from January 1, 2026. Amounts for the three and nine months ended September 30, 2025 do not include Ticketplus LLC. Its opening net equity of $61,459, comprising member capital of $150,000 and an accumulated deficit of $88,541, was recognized in accumulated earnings upon first-time consolidation, and was adjusted by $6,501 in the third quarter of 2026 (see Note 13). Ticketplus LLC contributed revenue of $426,090 and net income of $33,644 for the nine months ended September 30, 2026, representing 1.1% and 0.6% of the consolidated amounts, respectively. Excluding the effect of this change in the composition of the group, revenue growth for the nine-month period would have been 74.3% instead of 76.4%. |
| ● | Ticketplus, Inc. Ticketplus, Inc., which has no material operations, was not included in the consolidated financial statements for the year ended December 31, 2025. Its accumulated deficit of $3,645 at that date was recognized in accumulated earnings in the third quarter of 2026. |
| ● | Acquisition of Autoentrada S.A. On September 18, 2026, the Company acquired all of the outstanding shares of Autoentrada S.A., a ticketing company in Argentina, through Ticketplus SpA (90%) and Ticketplus Ltd. (10%). The acquisition was accounted for using the acquisition method under IFRS 3, Business Combinations; the initial accounting is provisional and will be completed within the measurement period. The consideration for the acquisition is $400,000 in cash, of which $150,000 was paid in September 2026 and the remainder is payable over the following 24 months. Cash and cash equivalents held by Autoentrada S.A. at the acquisition date amounted to $521,699, which resulted in a net cash inflow of $371,699 presented in investing activities. The results of Autoentrada S.A. are included in these interim financial statements from the acquisition date. |
(c) Functional and presentation currency. These interim financial statements are presented in U.S. dollars. The financial statements of the Chilean subsidiaries, whose functional currency is the Chilean peso, were translated at the following observed exchange rates (CLP per USD): closing rate 972.60 as of September 30, 2026 (962.39 as of September 30, 2025; 907.13 as of December 31, 2025), average rate 905.63 for the nine months ended September 30, 2026 (956.57 for the nine months ended September 30, 2025), and average rate 931.97 for the three months ended September 30, 2026 (959.41 for the three months ended September 30, 2025). Amounts for each period presented are translated at the average observed exchange rate for that period; accordingly, amounts for the three-month periods may not sum to the nine-month totals. In the unaudited consolidated statements of shareholders’ equity, activity for the three months ended September 30 is derived from year-to-date amounts and may therefore differ from the corresponding amounts presented for the three-month period in the statements of profit or loss. The financial statements of Autoentrada S.A., whose functional currency is the Argentine peso, the currency of a hyperinflationary economy, are restated in accordance with IAS 29, Financial Reporting in Hyperinflationary Economies, and translated into U.S. dollars at the closing exchange rate in accordance with IAS 21.42. In the unaudited consolidated statements of cash flows, cash flows of the subsidiaries whose functional currency is the Chilean peso are translated at the average exchange rate of the month in which they occur, and the effect of exchange rate changes on cash and cash equivalents is presented separately. Comparative amounts for the nine months ended September 30, 2025 have been re-presented on this basis, including the reclassification of a non-cash movement previously presented within financing activities.
(d) Seasonality. The Company’s revenue and profits are affected by the concert and live event calendar, and the timing of large events varies from year to year. In recent periods, the effect of seasonality on quarterly results has been less significant than the effect of the growth of the business. As a result, the composition of revenue and of the related cost of revenue varies between interim periods, and interim results are not necessarily indicative of full-year results.
F-7
NOTE 3. RISK MANAGEMENT POLICY
The Company is exposed to credit, liquidity, foreign exchange, technological, operational, reputational and compliance risks. Credit risk arises principally from trade and other receivables and from cash and cash equivalents held with banks and other financial intermediaries, and is managed through the assessment of counterparty credit quality and the monitoring of collection. Liquidity risk is managed through the continuous monitoring of projected and actual cash flow and the maintenance of sufficient cash balances and available credit lines. Foreign exchange risk arises from transactions denominated in currencies other than the functional currency of each entity, principally software licenses and technological services, and is managed through the periodic assessment of the net foreign currency position. There have been no material changes to these policies or to the Company’s exposure to these risks during the nine months ended September 30, 2026, other than the exposure to the Argentine peso, the currency of a hyperinflationary economy, arising from the acquisition of Autoentrada S.A.
NOTE 4. USE OF ESTIMATES
The preparation of these interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The significant judgements and estimates applied are the useful life of property, plant and equipment and of intangible assets, the recognition of accrued service revenue, the measurement of provisions, the assessment of risks arising from ongoing litigation, the recoverability of trade and other receivables, and, during the period, the classification of costs related to the Offering (as defined below) between equity and profit or loss, the grant-date fair value of share-based payments, and the provisional measurement of the assets acquired and liabilities assumed in the acquisition of Autoentrada S.A., including the application of IAS 29. Actual results may differ from these estimates. Other than the judgements and estimates related to the Offering (as defined below), share-based payments and the acquisition of Autoentrada S.A., there have been no material changes in the nature of the estimates applied during the nine months ended September 30, 2026.
NOTE 5. CASH AND CASH EQUIVALENTS
The breakdown of cash and cash equivalents is as follows:
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Petty cash | 2,111 | 2,913 | ||||||
| Foreign currency cash | 8,563 | 28,095 | ||||||
| Cash in bank | 12,681,322 | 694,528 | ||||||
| Financial investments | 4,316,490 | 3,255,302 | ||||||
| Total | 17,008,486 | 3,980,838 | ||||||
Financial investments consist of time deposits, mutual fund units and other interest-bearing deposits of high liquidity that meet the IAS 7 requirements to be classified as cash equivalents.
NOTE 6. TRADE AND OTHER RECEIVABLES, CURRENT
The breakdown of trade and other receivables is as follows:
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Trade receivables | 3,692,713 | 3,521,980 | ||||||
| Other receivables | 6,003,580 | 5,698,356 | ||||||
| Total | 9,696,293 | 9,220,336 | ||||||
Trade receivables represent amounts owed by event promoters and white-label partners. Other receivables represent primarily accrued service fees, commissions and collections in process for events held near period end.
F-8
NOTE 7. CURRENT TAX AND DEFERRED TAX ASSETS AND LIABILITIES
As of September 30, 2026 and December 31, 2025, current tax assets, corresponding primarily to monthly provisional tax payments and tax credits, were $658,487 and $550,256, respectively; deferred tax assets were $269,480 and $704,895, respectively; and the provision for income taxes, which as of September 30, 2026 includes the income tax accrued for the nine-month period, was $2,238,214 and $737,096, respectively.
Income tax expense comprises current and deferred income tax and adjustments to income tax of prior years. Deferred income tax and the adjustment arising from the filing of the 2025 annual income tax return, which were presented within administrative expenses in the Company’s report for the six months ended June 30, 2026 (approximately $0.1 million), are presented within income tax expense in these interim financial statements. Income tax expense for the nine months ended September 30, 2026 was $2,635,265, representing an effective tax rate of 31.5%, and income tax expense for the three months ended September 30, 2026 was $1,025,288, representing an effective tax rate of 39.0%. The effective tax rates for 2026 primarily reflect expenses incurred by Ticketplus Ltd. in the third quarter of 2026, including share-based payments, for which no income tax benefit is available. Income tax expense includes deferred tax expense of $361,819 in the third quarter of 2026 ($416,655 in the nine months), corresponding to the decrease in deferred tax assets during the period. The effective tax rate of 14.9% in the comparable 2025 interim periods primarily reflects tax-only monetary correction and other adjustments arising from the determination of taxable income.
NOTE 8. INTANGIBLE ASSETS
The movement of intangible assets is as follows:
| Nine months ended September 30, 2026 | Year ended December 31, 2025 | |||||||
| $ | $ | |||||||
| Initial balance | 15,925,873 | 9,592,435 | ||||||
| Translate currency | (1,710,694 | ) | 566,486 | |||||
| Additions | 14,084,354 | 12,810,861 | ||||||
| Business combination (Note 2(b)) | 303,947 | — | ||||||
| Amortization | (4,809,240 | ) | (7,043,909 | ) | ||||
| Total | 23,794,240 | 15,925,873 | ||||||
Additions correspond to capitalized software development in accordance with IAS 38. The Company owns its platform; its in-house product and engineering team defines the platform’s architecture and directs its development, which is executed with the support of contracted development providers. Amortization is recognized on a straight-line basis over an estimated useful life of four years and is presented within administrative expenses. As described in the Company’s audited consolidated financial statements for the year ended December 31, 2025, software that becomes obsolete or is replaced is amortized in full when that determination is made (accelerated amortization).
The business combination amount corresponds to provisional goodwill arising from the acquisition of Autoentrada S.A., which is not amortized and is tested for impairment at least annually.
NOTE 9. PROPERTY, PLANT, AND EQUIPMENT
The movement of property, plant, and equipment is as follows:
| Nine months ended September 30, 2026 | Year ended December 31, 2025 | |||||||
| $ | $ | |||||||
| Initial balance | 191,405 | 179,939 | ||||||
| Translate currency | (12,321 | ) | 18,422 | |||||
| Additions | 120,157 | 40,075 | ||||||
| Business combination (Note 2(b)) | 39,811 | — | ||||||
| Depreciation | (44,830 | ) | (47,031 | ) | ||||
| Total | 294,222 | 191,405 | ||||||
F-9
NOTE 10. OTHER CURRENT AND NON-CURRENT FINANCIAL LIABILITIES
As of September 30, 2026, other current financing liabilities of $3,692,531 comprise the current portion of bank loans ($3,636,006), a bank credit line ($34,414), credit card balances ($20,458) and other borrowings ($1,653); other non-current financing liabilities correspond to the non-current portion of bank loans ($9,408,365). Bank loans are presented net of deferred interest under the amortized cost method. As of September 30, 2026 and December 31, 2025, total bank loans carrying amounts were $13,044,371 and $13,180,425, respectively.
Bank borrowings correspond to commercial loans with Chilean banks (Banco Estado, Banco Itau and Banco Santander), denominated in Chilean pesos and Unidades de Fomento (UF), bearing fixed interest rates ranging from 5.18% to 9.93% per annum as of September 30, 2026. In May 2026, the Company entered into a new commercial loan with Banco Santander Chile for CLP 2,500,000,000, repayable in 48 monthly installments through June 2030.
NOTE 11. CURRENT PROVISIONS FOR EMPLOYEE BENEFITS
As of September 30, 2026 and December 31, 2025, the current provisions for employee benefits were $175,681 and $197,366, respectively, corresponding to accrued vacation, social security and payroll obligations.
NOTE 12. RELATED PARTY TRANSACTIONS
The Company’s related parties include entities beneficially owned by Yethro Dinamarca Santelices, a director and the Chair of the Company’s board of directors, as described below. Related party transactions are subject to approval or ratification under the Company’s related party transaction policy.
(a) Non-current payables to related parties. As of September 30, 2026 and December 31, 2025, non-current payables to related parties, which correspond to loans from Argentina Real Estate 1 LLC and Te vi SpA, were $2,380,618 and $2,552,433, respectively. These loans are non-trade, unsecured and non-interest-bearing, represent working capital advances provided in prior periods, and mature on December 31, 2029. No amounts were repaid under these loans, and no new amounts were borrowed, during the nine months ended September 30, 2026. Their outstanding balance is denominated in Chilean pesos and was unchanged at CLP 2,315,388,601 as of both September 30, 2026 and December 31, 2025; the decrease in their U.S. dollar amount is due solely to the translation of that balance at the closing exchange rate of each date.
(b) Current payables to related parties. As of September 30, 2026, current payables to related parties were $3,564. This reflects the payment, in the third quarter of 2026, of the $200,000 redemption payable to a related party.
(c) Trade payables with related parties. In the ordinary course of business, the Company engages Ozmo SpA and its wholly owned subsidiary Global Services SpA, a Chilean technology services group whose origins date back to 1995, for software development services. Transactions are settled as trade payables on standard commercial terms determined on an arm’s length basis. As of September 30, 2026 and December 31, 2025, outstanding trade payables to these entities were $1,635,722 and $3,203,029, respectively, presented within trade and other payables - related parties in the consolidated statements of financial position.
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| $ | $ | |||||||
| Aggregate outstanding trade payables as of each balance sheet date presented | 1,635,722 | 3,203,029 | ||||||
F-10
The Company owns its platform; its in-house product and engineering team defines the platform’s architecture and directs its development, which is executed with the support of contracted development providers. The Company has decided not to assign significant new development projects to these entities; projects already in progress are being completed, and new development work is assigned to other external development providers that the Company already engages.
(d) Financial guarantee. The guarantee provided by Ticketplus SpA for a personal mortgage loan extended by Scotiabank Chile to Chien-Fu Chen Chen, the Company’s Chief Executive Officer and director, was released on July 10, 2026. No amounts were ever drawn or paid under the guarantee.
NOTE 13. NET EQUITY
(a) Share capital and initial public offering. On March 16, 2026, the Company, with the approval of its shareholders, redesignated all of its authorized (issued and unissued) Class A Ordinary Shares and Class B Ordinary Shares into a single class of ordinary shares on a one-to-one basis. The Company’s authorized share capital is $35,000, divided into 300,000,000 ordinary shares of par value $0.0001 each and 50,000,000 preferred shares of par value $0.0001 each; no preferred shares are issued and outstanding.
On August 10, 2026, the Company completed its initial public offering (the “Offering”) of 1,875,000 ordinary shares at a public offering price of $8.00 per share, for aggregate gross proceeds of $15,000,000. On August 12, 2026, the underwriters exercised in part their over-allotment option to purchase an additional 258,814 ordinary shares at the same price, generating additional gross proceeds of approximately $2.07 million. The ordinary shares are listed on NYSE American under the symbol “TP.”
As of September 30, 2026, the Company had 12,779,417 ordinary shares issued and outstanding, comprising 10,189,525 shares outstanding before the Offering, 2,133,814 shares issued in the Offering, 454,537 shares issued for services and 1,541 shares issued upon the vesting of restricted share units (see (c) below).
(b) Share issuance costs. Transaction costs of $4,738,542 directly attributable to the issuance of new shares in the Offering, including underwriting discounts and commissions and the fair value of ordinary shares issued for advisory services related to the Offering, were accounted for as a deduction from equity.
(c) Share-based payments. On August 10, 2026, the Company issued 454,537 ordinary shares, vesting immediately, in consideration for services rendered, measured at $8.00 per share. The fair value of the shares issued for advisory services related to the Offering was accounted for as share issuance costs (see (b) above), and the fair value of the remaining shares was recognized in administrative expenses.
Under the Ticketplus Ltd. 2026 Equity Incentive Plan, the Company granted (i) on August 10, 2026, 55,555 restricted share units to its independent directors and an advisor, vesting in 36 equal monthly installments, and (ii) on September 18, 2026, 62,500 restricted share units to an employee of the group who joined in connection with the acquisition of Autoentrada S.A., vesting in installments over 54 months, subject to continued service. These units are recognized as share-based payment expense, separately from the business combination. The units were measured at $8.00 per unit. The share-based payment expense recognized for the restricted share units in the three and nine months ended September 30, 2026 was $92,666, with a corresponding increase in the share-based payment reserve. On September 10, 2026, 1,541 of these units vested and the Company issued the corresponding 1,541 ordinary shares. As of September 30, 2026, 116,514 restricted share units were outstanding.
(d) Other equity movements of the period. In addition to the results of the period and the transactions described above, equity reflects: (i) an other comprehensive loss of $1,139,761 for the nine months ended September 30, 2026, corresponding to currency translation differences arising on translation of the Company’s foreign operations from their functional currencies into the U.S. dollar presentation currency; (ii) the recognition, upon first-time consolidation of Ticketplus LLC, of its opening net equity of $61,459 in accumulated earnings, adjusted by $6,501 in the third quarter of 2026, and the recognition in the third quarter of 2026 of the accumulated deficit of Ticketplus, Inc. at December 31, 2025, of $3,645 (see Note 2(b)); and (iii) the recognition in the first quarter of 2026 of a $200,000 liability for the redemption of the 55% membership interest in Ticketplus LLC, accounted for as an equity transaction. Other reserves of $3,258,649 correspond to the common control adjustment arising from the December 2025 Reorganization (see Note 15).
F-11
(e) Earnings per share. Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of ordinary shares outstanding during the period. The weighted average number of ordinary shares was 11,647,231 and 10,680,767 for the three and nine months ended September 30, 2026, respectively, reflecting the shares issued in the Offering, for services and upon the vesting of restricted share units from their issuance dates, and 10,189,525 for both periods of 2025. Prior to the redesignation described in (a), the outstanding shares comprised 189,525 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares, which shared equally in earnings; the redesignation, effected on a one-to-one basis, had no effect on earnings per share. The restricted share units described in (c) are potential ordinary shares; even assuming that all of them had been issued as ordinary shares from their grant dates, the weighted average number of shares would have increased by 39,880 and 13,440 for the three and nine months ended September 30, 2026, respectively, with no effect on earnings per share as presented. Basic and diluted earnings per share were $0.14 and $0.02 for the three months ended September 30, 2026 and 2025, respectively, and $0.54 and $0.18 for the nine months ended September 30, 2026 and 2025, respectively.
NOTE 14. REVENUE
Revenue from contracts with customers for the three months ended September 30, 2026 and 2025 was $14,354,379 and $7,544,545, respectively, and for the nine months ended September 30, 2026 and 2025 was $37,257,202 and $21,126,147, respectively, derived from the Company’s ticketing technology solutions and live event management services. The following table presents the Company’s revenue disaggregated by service delivery model for the nine months ended September 30, 2026 and 2025:
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||
| $ | $ | |||||||
| Full Operation Model | 33,029,253 | 19,846,805 | ||||||
| White-Label SaaS Model | 4,227,949 | 1,279,342 | ||||||
| Total Revenue | 37,257,202 | 21,126,147 | ||||||
NOTE 15. COMMON CONTROL ADJUSTMENT
The Reorganization described in Note 1 was accounted for as a recapitalization among entities under common control. Accordingly, the assets and liabilities of the entities involved were carried forward at their historical carrying amounts, no goodwill or other fair value adjustment was recognized, and the difference between the consideration and the carrying amount of the net assets acquired was recognized directly in other reserves within equity. There have been no changes in the period to the common control adjustment of $3,258,649 recognized in other reserves as a result of the Reorganization.
NOTE 16. LEGAL PROCEEDINGS
As of September 30, 2026, the Company was not a defendant to any material legal proceedings, investigation or claims, and no provision for legal contingencies was recognized. In the ordinary course of business, the Company is a plaintiff in collection proceedings against certain event promoters. There have been no material changes in the legal proceedings and contingencies of the Company during the nine months ended September 30, 2026.
NOTE 17. SUBSEQUENT EVENTS
These unaudited interim consolidated financial statements were authorized for issue by the board of directors on October 27, 2026. The Company has evaluated subsequent events through that date, and there are not any material subsequent events that would require disclosure in these unaudited interim consolidated financial statements.
F-12
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our unaudited interim consolidated financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and the related notes thereto, included elsewhere in this Report on Form 6-K. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors detailed in our filings with the U.S. Securities and Exchange Commission (the “SEC”).
The unaudited interim consolidated financial statements for the three and nine months ended September 30, 2026 and 2025 are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), including IAS 34, Interim Financial Reporting. As permitted by the rules of the SEC for foreign private issuers, we do not reconcile our financial statements to U.S. generally accepted accounting principles.
In this Report on Form 6-K, unless the context indicates otherwise, “we,” “us,” “our,” “our company,” “the Company,” “Ticketplus,” and similar references refer to Ticketplus Ltd., an exempted company limited by shares incorporated in the Cayman Islands, and its subsidiaries.
Overview
Ticketplus is a technology company providing underlying infrastructure that powers live events across Latin America. The Company operates a proprietary, end-to-end platform integrating ticketing, payments, access control, and data analytics, enabling events of all sizes to operate on a unified technological foundation.
Through a combination of direct operations and white-label platform deployments, Ticketplus has expanded primarily organically across 11 countries, and provides infrastructure across the live entertainment value chain in those markets.
As platform adoption increases, we benefit from cumulative data, operational learning, and network effects that strengthen product performance, customer retention, and economic efficiency over time.
Third Quarter 2026 Highlights
In the third quarter of 2026:
| ● | Revenue was $14.4 million, an increase of 90.3% compared to the third quarter of 2025. |
| ● | We completed our initial public offering (the “Offering”) of 2,133,814 ordinary shares (inclusive of the exercised over-allotment option) at a public offering price of $8.00 per share for aggregate gross proceeds of approximately $17.1 million and aggregate net proceeds of approximately $15.5 million. Our ordinary shares trade on NYSE American under the symbol “TP.” |
| ● | Total Platform Sales (GMV) were $177.5 million, an increase of 144.8%. |
| ● | GMV processed for white-label partners operating on our platform increased 218.0% compared to the nine months ended September 30, 2025, and represented 57.7% of total GMV. |
| ● | Gross profit margin was 49.0%, compared to 43.1% in the third quarter of 2025. |
| ● | Net profit was $1.6 million, an increase of 611.8% compared to the third quarter of 2025, after a non-cash share-based payment expense of $1.2 million for ordinary shares issued for services upon the completion of our initial public offering. |
| ● | Adjusted EBITDA was $6.1 million, an increase of 108.2% compared to the third quarter of 2025, representing an Adjusted EBITDA margin of 42.6% (see “Key Business Metric and Non-IFRS Financial Measures”). |
| ● | Capitalized software development was approximately $3.8 million, or 26.8% of revenue. |
| ● | We completed our first acquisition, Autoentrada S.A., a white-label partner operating on our platform since 2019. |
| ● | Cash and cash equivalents were $17.0 million as of September 30, 2026, exceeding our total bank borrowings of approximately $13.0 million. |
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire and retain new partnerships with performers and event organizers; |
| ● | our ability to offer competitive pricing; |
| ● | our ability to broaden product or service offerings; |
| ● | industry demand and competition; |
| ● | our ability to leverage technology and use and develop efficient processes; |
| ● | our ability to attract and retain talented employees and contractors; and |
| ● | market conditions and our market position. |
2
Results of Operations
Comparison of the Three Months Ended September 30, 2026 and 2025
The following table sets forth key components of our results of operations for the three months ended September 30, 2026 and 2025.
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||
| $ | $ | |||||||
| Revenue | 14,354,379 | 7,544,545 | ||||||
| Cost of revenue | (7,326,829 | ) | (4,292,337 | ) | ||||
| Gross profit | 7,027,550 | 3,252,208 | ||||||
| Administrative expenses | (3,881,394 | ) | (2,764,979 | ) | ||||
| Financial income | 46,470 | 22,343 | ||||||
| Financial costs | (564,748 | ) | (245,095 | ) | ||||
| Exchange difference, net | (81 | ) | (44 | ) | ||||
| Income before tax | 2,627,797 | 264,433 | ||||||
| Income tax expense | (1,025,288 | ) | (39,309 | ) | ||||
| Net profit | 1,602,509 | 225,124 | ||||||
Note: Amounts for each period presented are translated at the average observed exchange rate for that period (see Note 2(c) to our unaudited interim consolidated financial statements). Accordingly, amounts for the three-month periods may not sum to the nine-month totals.
Revenue
Revenue for the three months ended September 30, 2026 and 2025 was $14,354,379 and $7,544,545, respectively, an increase of 90.3%. This compares to revenue growth of 80.8% for the three months ended June 30, 2026, as reported in our Report on Form 6-K for the six months ended June 30, 2026. The increase reflected the growth of Total Platform Sales (GMV), which increased 144.8% to $177.5 million across both our full operation and white-label SaaS models, driven by a higher number of events processed on our platform, the addition of new white-label partners and the expansion of the services we provide to our clients.
Cost of revenue
Cost of revenue for the three months ended September 30, 2026 and 2025 was $7,326,829 and $4,292,337, respectively, an increase of 70.7%. Cost of revenue as a percentage of revenue decreased from 56.9% for the three months ended September 30, 2025, to 51.0% for the three months ended September 30, 2026, primarily reflecting improved unit economics as ticketing and platform volumes scaled and a higher mix of software-based deployments.
Administrative expenses
Administrative expenses for the three months ended September 30, 2026 and 2025 were $3,881,394 and $2,764,979, respectively, an increase of 40.4%. The increase was primarily due to non-cash share-based payment expense of $1,323,434, consisting of $1,230,768 for the ordinary shares issued to our Chief Financial Officer for services rendered and $92,666 for restricted share units granted under the Ticketplus Ltd. 2026 Equity Incentive Plan, and to costs associated with operating as a public company. These increases were partially offset by lower amortization expense, as amortization for the three months ended September 30, 2025, included a portion of the accelerated amortization recognized in 2025, and by a credit of $144,849 from the reclassification to equity, in the three months ended September 30, 2026, of offering costs that had been recognized in administrative expenses in the six months ended June 30, 2026.
3
Financial income
Financial income for the three months ended September 30, 2026 and 2025 was $46,470 and $22,343, respectively, an increase of 108.0%. The increase was primarily due to interest earned on time deposits and mutual fund units. The net proceeds of the Offering, received in August 2026, were held primarily in bank accounts during the third quarter and have since been placed in short-term interest-bearing instruments, including mutual fund units.
Financial costs
Financial costs for the three months ended September 30, 2026 and 2025 were $564,748 and $245,095, respectively, an increase of 130.4%. The increase was primarily due to interest on borrowings incurred to fund operational expansion and software development investments, including the commercial loan with Banco Santander Chile entered into in May 2026.
Exchange difference, net
Exchange difference, net, for the three months ended September 30, 2026 and 2025 was $(81) and $(44), respectively, and was not significant in either period.
Income before tax
Income before tax for the three months ended September 30, 2026 and 2025 was $2,627,797 and $264,433, respectively, an increase of 893.7%. The increase was due to revenue growth, a higher gross profit margin and lower amortization expense, partially offset by the share-based payment expense described above, costs associated with operating as a public company and higher financial costs.
Income tax expense
Income tax expense for the three months ended September 30, 2026 and 2025 was $1,025,288 and $39,309, respectively. The effective tax rate was 39.0% for the three months ended September 30, 2026, compared to 14.9% for the three months ended September 30, 2025. Interim income tax expense is determined separately for each tax jurisdiction in which we operate. The higher effective rate in the 2026 period primarily reflects expenses incurred by Ticketplus Ltd., our Cayman Islands holding company, for which no income tax benefit is available, principally the share-based payment expense for the ordinary shares issued for services upon the completion of the Offering. Income tax expense includes deferred tax expense of $361,819, corresponding to the decrease in deferred tax assets during the period. Beginning with this report, deferred income tax and adjustments to income tax of prior years are presented within income tax expense (see Note 7 to our unaudited interim consolidated financial statements). Income tax expense for the three months ended September 30, 2025 has been allocated by applying the effective tax rate for the six months ended June 30, 2025 to the pre-tax result of the period, consistent with IAS 34.
Net profit
Net profit for the three months ended September 30, 2026 and 2025 was $1,602,509 and $225,124, respectively, an increase of 611.8%. The increase was due to revenue growth, a higher gross profit margin and lower amortization expense, partially offset by the share-based payment expense for the ordinary shares issued for services upon the completion of the Offering and a higher effective tax rate.
4
Comparison of the Nine Months Ended September 30, 2026 and 2025
The following table sets forth key components of our results of operations for the nine months ended September 30, 2026 and 2025.
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||
| $ | $ | |||||||
| Revenue | 37,257,202 | 21,126,147 | ||||||
| Cost of revenue | (18,999,363 | ) | (12,618,401 | ) | ||||
| Gross profit | 18,257,839 | 8,507,746 | ||||||
| Administrative expenses | (8,349,018 | ) | (5,503,615 | ) | ||||
| Financial income | 117,573 | 30,655 | ||||||
| Financial costs | (1,640,583 | ) | (846,278 | ) | ||||
| Exchange difference, net | (18,352 | ) | (4,567 | ) | ||||
| Income before tax | 8,367,459 | 2,183,941 | ||||||
| Income tax expense | (2,635,265 | ) | (324,652 | ) | ||||
| Net profit | 5,732,194 | 1,859,289 | ||||||
Revenue
The principal activities of the Company for the nine months ended September 30, 2026 and 2025 were the provision of ticketing technology solutions and live event management services across Latin America through its full operation and white-label SaaS business models. Revenue for the nine months ended September 30, 2026 and 2025 was $37,257,202 and $21,126,147, respectively, representing an increase of 76.4%. Full operation revenue increased 66.4% and white-label SaaS revenue increased 230.5%, representing 11.3% of total revenue, compared to 6.1% in the nine months ended September 30, 2025. Revenue as a percentage of GMV remained broadly stable within each business model; the decrease in the consolidated ratio reflects the higher share of white-label SaaS volume, which represented 57.7% of GMV, compared to 42.0% in the prior-year period. Revenue growth in U.S. dollars also reflects favorable exchange rate movements during the period (see Note 2(c) to our unaudited interim consolidated financial statements).
Cost of revenue
Cost of revenue for the nine months ended September 30, 2026 and 2025 was $18,999,363 and $12,618,401, respectively, representing an increase of 50.6%. Cost of revenue as a percentage of revenue decreased from 59.7% for the nine months ended September 30, 2025 to 51.0% for the nine months ended September 30, 2026, primarily reflecting a higher mix of software-based deployments.
Administrative expenses
Administrative expenses consisted of advertising, employee remuneration and benefits, share-based payments, rental expenses, utilities, depreciation and amortization, professional fees, taxes other than income taxes, travel and entertainment and other miscellaneous expenses. Administrative expenses for the nine months ended September 30, 2026 and 2025 were $8,349,018 and $5,503,615, respectively, an increase of 51.7%. The increase was primarily due to the share-based payment expense described above, professional fees incurred in connection with the Offering and our operation as a public company, and higher amortization expense resulting from continued investment in software development. Amortization of capitalized software development costs included in administrative expenses was $4,809,240 for the nine months ended September 30, 2026.
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Financial income
Financial income, consisting primarily of interest earned on cash deposits and short-term investments, for the nine months ended September 30, 2026 and 2025, was $117,573 and $30,655, respectively, an increase of 283.5%. The increase was primarily due to interest earned on time deposits and mutual fund units.
Financial costs
Financial costs consist of interest on bank borrowings, financing costs related to card installment and advance settlement arrangements with payment processors and bank fees. Financial costs for the nine months ended September 30, 2026 and 2025 were $1,640,583 and $846,278, respectively, an increase of 93.9%. The increase was primarily due to interest on borrowings incurred to fund operational expansion and software development investments, including the commercial loan with Banco Santander Chile entered into in May 2026.
Exchange difference, net
Exchange difference, net, mainly consisting of monetary adjustments on provisional tax payments and other inflation-indexed adjustments, for the nine months ended September 30, 2026 and 2025 was $(18,352) and $(4,567), respectively. The change was mainly due to the higher balances of inflation-indexed monetary items outstanding during the nine months ended September 30, 2026.
Income before tax
Income before tax for the nine months ended September 30, 2026 and 2025 was $8,367,459 and $2,183,941, respectively, an increase of 283.1%. The increase was due to revenue growth and a higher gross profit margin, partially offset by higher administrative expenses and financial costs.
Income tax expense
Income tax expense for the nine months ended September 30, 2026 and 2025 was $2,635,265 and $324,652, respectively, an increase of 711.7%. The effective tax rate was 31.5% for the nine months ended September 30, 2026, compared to 14.9% for the nine months ended September 30, 2025. The higher effective rate in the 2026 period primarily reflects the expenses incurred by Ticketplus Ltd. described above. Income tax expense includes deferred tax expense of $416,655, corresponding to the decrease in deferred tax assets during the period. Excluding the expenses incurred by Ticketplus Ltd. for which no income tax benefit is available, our effective tax rate for the nine months ended September 30, 2026 would have been approximately 27%, in line with the statutory corporate income tax rate applicable to our operating subsidiaries. The lower effective rate in the prior-year period primarily reflected tax-only monetary correction and other adjustments arising from the determination of taxable income.
Net profit
Net profit for the nine months ended September 30, 2026 and 2025 was $5,732,194 and $1,859,289, respectively, an increase of 208.3%. The increase was due to revenue growth and a higher gross profit margin, partially offset by higher administrative expenses, including the share-based payment expense for the ordinary shares issued for services upon the completion of the Offering, and a higher effective tax rate.
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Key Business Metric and Non-IFRS Financial Measures
The following tables present, for the three and nine months ended September 30, 2026 and 2025, our results from continuing operations, the most directly comparable financial measure calculated in accordance with IFRS, together with EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin, which are non-IFRS financial measures. We define EBITDA as earnings before financial costs (net of financial income), income tax expense and depreciation and amortization, and EBITDA margin as EBITDA as a percentage of revenue from ordinary activities. We define Adjusted EBITDA as EBITDA excluding (i) the share-based payment expense for the ordinary shares issued for services upon the completion of the Offering, (ii) costs related to the Offering that were recognized in profit or loss, and (iii) for the three months ended September 30, 2026, the credit from the reclassification to equity of offering costs that had been recognized in profit or loss in the six months ended June 30, 2026, and Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue from ordinary activities. Adjusted EBITDA does not exclude share-based payment expense for restricted share units or the ongoing costs of operating as a public company. EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are supplemental performance measures that are not required by, or presented in accordance with, IFRS. They should not be considered an alternative to results from continuing operations or any other performance measure derived in accordance with IFRS, or as an alternative to cash flows from operating activities or a measure of the Company’s liquidity or profitability. Furthermore, these non-IFRS financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated financial statements that are necessary to run our business. We compensate for these limitations by providing a reconciliation of these non-IFRS financial measures to the related IFRS financial measures. We believe that the presentation of these measures is relevant and useful by enhancing the readers’ ability to understand our operating performance.
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Total Platform Sales (GMV)(1) | 177,534,374 | 72,526,551 | 457,845,097 | 197,793,903 | ||||||||||||
| Revenue from ordinary activities | 14,354,379 | 7,544,545 | 37,257,202 | 21,126,147 | ||||||||||||
| Cost of revenue | (7,326,829 | ) | (4,292,337 | ) | (18,999,363 | ) | (12,618,401 | ) | ||||||||
| Gross profit | 7,027,550 | 3,252,208 | 18,257,839 | 8,507,746 | ||||||||||||
| Gross profit margin(2) | 49.0 | % | 43.1 | % | 49.0 | % | 40.3 | % | ||||||||
| Administrative expenses | (3,881,394 | ) | (2,764,979 | ) | (8,349,018 | ) | (5,503,615 | ) | ||||||||
| Results from continuing operations | 1,602,509 | 225,124 | 5,732,194 | 1,859,289 | ||||||||||||
| Results from continuing operations margin(3) | 11.2 | % | 3.0 | % | 15.4 | % | 8.8 | % | ||||||||
| EBITDA(4) | 4,990,162 | 2,939,608 | 14,744,539 | 7,544,594 | ||||||||||||
| EBITDA margin(4) | 34.8 | % | 39.0 | % | 39.6 | % | 35.7 | % | ||||||||
| Adjusted EBITDA(4) | 6,121,192 | 2,939,608 | 16,020,418 | 7,544,594 | ||||||||||||
| Adjusted EBITDA margin(4) | 42.6 | % | 39.0 | % | 43.0 | % | 35.7 | % | ||||||||
| (1) | Our key business metric is Total Platform Sales (GMV), which is an operating metric that represents the total value of all sales processed through the Company’s platform, including tickets and other products and services, before any deductions for fees, refunds, or commissions, and regardless of revenue recognition treatment. |
| (2) | Gross profit as a percentage of revenue from ordinary activities. |
| (3) | Results from continuing operations as a percentage of revenue from ordinary activities. |
| (4) | EBITDA, EBITDA margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures. See the reconciliation to results from continuing operations below. |
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Total Platform Sales (GMV) for the three months ended September 30, 2026 was approximately $177.5 million, compared to approximately $72.5 million for the three months ended September 30, 2025, an increase of 144.8%, and for the nine months ended September 30, 2026 was approximately $457.8 million, compared to approximately $197.8 million for the nine months ended September 30, 2025, an increase of 131.5%. GMV is derived directly from the transactional system of our technology platform. GMV grew faster than revenue, reflecting the higher mix of software-based deployments. The following table presents revenue and GMV by business model for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, 2026 - Revenue | Nine Months Ended September 30, 2026 - GMV | Nine Months Ended September 30, 2025 - Revenue | Nine Months Ended September 30, 2025 - GMV | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Full Operation Model | 33,029,253 | 193,698,245 | 19,846,805 | 114,722,568 | ||||||||||||
| White-Label SaaS Model | 4,227,949 | 264,146,852 | 1,279,342 | 83,071,335 | ||||||||||||
| Total | 37,257,202 | 457,845,097 | 21,126,147 | 197,793,903 | ||||||||||||
In addition to GMV, we track events processed and active markets. Events processed represents the number of events for which tickets were sold through our platform during the period. More than 62,400 events were processed on our platform during the nine months ended September 30, 2026, compared to more than 39,800 events processed in the year ended December 31, 2025. An active market is defined as one in which our platform is live, with local payment methods enabled, at least one contracted client or partner and ticket sales during the period. We were active in 11 markets as of September 30, 2026.
The following table reconciles results from continuing operations, the most directly comparable IFRS measure, to EBITDA and Adjusted EBITDA for the periods presented:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Results from continuing operations | 1,602,509 | 225,124 | 5,732,194 | 1,859,289 | ||||||||||||
| (+) Income tax expense | 1,025,288 | 39,309 | 2,635,265 | 324,652 | ||||||||||||
| (+) Financial costs, net of financial income | 518,278 | 222,752 | 1,523,010 | 815,623 | ||||||||||||
| (+) Depreciation and amortization | 1,844,087 | 2,452,423 | 4,854,070 | 4,545,030 | ||||||||||||
| (=) EBITDA | 4,990,162 | 2,939,608 | 14,744,539 | 7,544,594 | ||||||||||||
| (+) Share-based payment for Ordinary Shares issued for services upon the completion of the Offering | 1,230,768 | - | 1,230,768 | - | ||||||||||||
| (+) Offering costs recognized in profit or loss | 45,111 | - | 45,111 | - | ||||||||||||
| (-) Reclassification to equity of offering costs recognized in the six months ended June 30, 2026 | (144,849 | ) | - | - | - | |||||||||||
| (=) Adjusted EBITDA | 6,121,192 | 2,939,608 | 16,020,418 | 7,544,594 | ||||||||||||
| EBITDA margin | 34.8 | % | 39.0 | % | 39.6 | % | 35.7 | % | ||||||||
| Adjusted EBITDA margin | 42.6 | % | 39.0 | % | 43.0 | % | 35.7 | % | ||||||||
EBITDA increased from $2,939,608 for the three months ended September 30, 2025 to $4,990,162 for the three months ended September 30, 2026, and EBITDA margin decreased from 39.0% to 34.8%, primarily as a result of the share-based payment expense described above. Adjusted EBITDA increased from $2,939,608 to $6,121,192 over the same periods, with Adjusted EBITDA margin of 42.6% compared to 39.0%. For the nine months ended September 30, 2026, EBITDA increased to $14,744,539 from $7,544,594, with EBITDA margin expanding from 35.7% to 39.6%, and Adjusted EBITDA increased to $16,020,418 from $7,544,594, with Adjusted EBITDA margin expanding from 35.7% to 43.0%.
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Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of $17,008,486, which exceeded our total bank borrowings of approximately $13.0 million. We have met our working capital requirements primarily through business operations, supplemented by bank debt financing, the net proceeds of the Offering and, historically, non-interest-bearing loans from related parties (see “Related Party Transactions” below).
In August 2026, we completed the Offering. Proceeds from the issuance of shares, net of underwriting discounts and other issuance costs paid by the Company, were $14,737,498 for the nine months ended September 30, 2026. We intend to use our cash and cash equivalents to fund the continued development of our platform, our expansion into new markets and selective strategic investments. We continue to evaluate our capital structure, including the terms of our existing bank borrowings.
Management has prepared estimates of operations and believes that sufficient funds will be generated from operations, together with the net proceeds of the Offering, to fund our operations for at least the next twelve months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Summary of Cash Flow
| Statements of Cash Flow Data | Nine Months Ended September 30, 2026 |
Nine Months Ended September 30, 2025 |
||||||
| $ | $ | |||||||
| Net cash provided by (used in) operating activities | 11,805,186 | 7,932,802 | ||||||
| Net cash provided by (used in) investing activities | (13,832,812 | ) | (8,111,873 | ) | ||||
| Net cash provided by (used in) financing activities | 15,430,017 | 3,801,131 | ||||||
| Net increase (decrease) in cash and cash equivalents | 13,402,391 | 3,622,060 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (374,743 | ) | (34,901 | ) | ||||
| Cash and cash equivalents, beginning of period | 3,980,838 | 2,000,866 | ||||||
| Cash and cash equivalents, end of period | 17,008,486 | 5,588,025 | ||||||
Amounts for the nine months ended September 30, 2025 have been re-presented on the same basis as 2026, including the reclassification of a non-cash movement previously presented within financing activities (see Note 2(c) to our unaudited interim consolidated financial statements).
Net cash provided by operating activities was $11,805,186 for the nine months ended September 30, 2026, compared to $7,932,802 for the nine months ended September 30, 2025. The increase in net cash provided by operating activities was driven by increased net profit for the period and non-cash charges, principally depreciation and amortization of approximately $4.9 million, the income tax provision for the period and share-based payment expense of approximately $1.3 million, partially offset by working capital movements. Cash provided by operating activities represented 83.1% of our investments in intangible assets and property and equipment during the nine months ended September 30, 2026.
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Net cash used in investing activities was $13,832,812 for the nine months ended September 30, 2026, compared to $8,111,873 for the nine months ended September 30, 2025, primarily consisting of approximately $14.1 million of capitalized software development costs and approximately $0.1 million of capital expenditures on property and equipment. The increase in net cash used in investing activities reflects the growth of our software development program in line with the growth of our business. As a result, cash used in investing activities exceeded cash provided by operating activities during the period.
We invest in our platform ahead of growth. The capabilities we develop in a given period are designed to support the transaction volumes, products and markets of subsequent periods, rather than the revenue of the period in which they are developed. In 2026, our capitalized development has focused primarily on preparing our platform for white-label deployments in markets beyond our current footprint and on expanding the services we offer under our full operation model. Capitalized software development costs represented 37.8% of revenue for the nine months ended September 30, 2026, compared to 38.3% for the same period of 2025, while revenue increased 76.4%.
Net cash provided by financing activities was $15,430,017 for the nine months ended September 30, 2026, compared to $3,801,131 for the nine months ended September 30, 2025. For the nine months ended September 30, 2026, financing inflows primarily reflect the proceeds from the issuance of shares in the Offering, net of issuance costs, and net proceeds from bank borrowings, principally the commercial loan with Banco Santander Chile entered into in May 2026. For the nine months ended September 30, 2025, financing inflows primarily reflected new bank borrowings raised to fund the expansion of our software development program, partially offset by net repayments to related parties.
Contractual Obligations and Commitments
Bank Loans
As of September 30, 2026, we had outstanding bank loans totaling approximately $13.0 million, net of deferred interest, consisting of loans from Chilean banks Banco Estado, Banco Itaú, and Banco Santander. These loans bear interest at fixed rates ranging from 5.18% to 9.93% per annum and are denominated in Chilean pesos and Unidades de Fomento (“UF”). Of this total, approximately $3.6 million is classified as current (due within one year) and approximately $9.4 million is classified as non-current. The loans have varying maturities extending through 2030.
Contingencies
We are currently not a defendant to any material legal proceedings, investigation, or claims.
Off-Balance Sheet Arrangements
Until July 10, 2026, prior to the Offering, Ticketplus SpA was guarantor of a personal mortgage loan extended by Scotiabank Chile to Chien-Fu Chen Chen, our Chief Executive Officer and director, as described in “Related Party Transactions--Guarantee” in our Registration Statement on Form F-1 (File No. 333-296318). Ticketplus SpA was released from this guarantee on July 10, 2026, and no amounts were ever drawn or paid under it. Other than the foregoing, we have not entered into any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Related Party Transactions
Our related parties include entities beneficially owned by Yethro Dinamarca Santelices, a member and the Chair of our board of directors. Our related party transactions consist principally of non-interest-bearing loans and software development services and are described in Note 12 to our unaudited interim consolidated financial statements.
Loans from Argentina Real Estate 1 LLC and Te vi SpA are non-trade, unsecured and non-interest-bearing, represent working capital advances provided in prior periods, and mature on December 31, 2029. No amounts were repaid under these loans, and no new amounts were borrowed, during the nine months ended September 30, 2026. Their outstanding balance is denominated in Chilean pesos and was unchanged at CLP 2,315,388,601 as of both September 30, 2026 and December 31, 2025. The decrease in the U.S. dollar amount of these loans, from $2,552,433 as of December 31, 2025 to $2,380,618 as of September 30, 2026, is due solely to the translation of the Chilean peso balance at the closing exchange rate of each date.
As of September 30, 2026, outstanding trade payables to Ozmo SpA and Global Services SpA were $1,635,722, compared to $3,203,029 as of December 31, 2025. The decrease reflects the lower volume of new development work performed by these entities, as we have decided not to assign significant new development projects to them, while amounts invoiced continued to be settled in the ordinary course on standard commercial terms. Projects already in progress with these entities are being completed, and new development work is assigned to other external development providers that we already engage. We expect these arrangements, and the related outstanding balance, to be substantially wound down over the coming quarters.
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Quantitative and Qualitative Disclosures about Market Risk
Credit risk
Credit risk refers to the possibility that a counterparty fails to meet its contractual obligations, leading to a financial loss for the Company, and arises principally from accounts receivable and our cash held with banks and other financial intermediaries. As of September 30, 2026, we held a balance of $9,696,293 in trade and other receivables, compared to $9,220,336 as of December 31, 2025.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they fall due. The Company manages this risk through the continuous monitoring of projected and actual cash flow, maintaining sufficient cash balance and available lines of credit. As of September 30, 2026 and December 31, 2025, the Company had adequate liquid resources to cover its short-term liabilities.
Foreign exchange risk
The Company enters into certain transactions in foreign currencies related to software licenses and technological services. Foreign exchange risk exposure is managed through the periodic assessment of the net foreign currency position.
Critical Accounting Policies and Estimates
Except for the accounting policies adopted in connection with the Offering and the acquisition of Autoentrada S.A. described below and in Note 2 to our unaudited interim consolidated financial statements, there have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026.
Capitalization of software development costs. We capitalize costs incurred in the development of our platform where the criteria in IAS 38 are met, including technical feasibility, our intention and ability to complete the asset, and the probability that future economic benefits will flow to the Company. The determination of whether those criteria are met, and of the point at which the development phase commences, requires significant judgment. Capitalized software development costs were approximately $14.1 million for the nine months ended September 30, 2026. Capitalized software is amortized on a straight-line basis over an estimated useful life of four years. We own our platform; our in-house product and engineering team defines its architecture and directs its development, which is executed with the support of contracted development providers (see Note 12(c) to our unaudited interim consolidated financial statements).
Offering costs and share-based payments. Incremental costs directly attributable to the issuance of new ordinary shares in the Offering are deducted from equity, and costs that relate jointly to the issuance of new shares and the listing of our existing shares are allocated between equity and profit or loss on the basis of the proportion of new shares issued in the Offering to total shares listed. Ordinary shares issued for services are measured at the Offering price and recognized as a cost of the Offering or as an expense depending on the nature of the services received, and restricted share units are measured at their grant-date fair value and recognized as an expense over the vesting period of each installment. The determination of which costs are directly attributable to the issuance of new shares requires judgment. Offering costs deducted from equity, including costs settled in ordinary shares, amounted to $4,738,542.
Business combinations. The acquisition of Autoentrada S.A. was accounted for using the acquisition method. The identification and measurement of the assets acquired and liabilities assumed are provisional and may be adjusted during the measurement period, which may not exceed one year from the acquisition date. The financial statements of Autoentrada S.A., whose functional currency is the currency of a hyperinflationary economy, are restated in accordance with IAS 29 before translation into U.S. dollars at the closing exchange rate.
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