Ticketplus completes $15M IPO at $8 a share
Ticketplus Ltd. (symbol TP) completed an initial public offering of 1,875,000 Ordinary Shares at an offering price of $8.00 per share, generating $15,000,000 in gross proceeds.
Rhea-AI Filing Summary
Ticketplus Ltd. (symbol TP) completed an initial public offering of 1,875,000 Ordinary Shares at an offering price of $8.00 per share, generating $15,000,000 in gross proceeds. Under the underwriting agreement with Roth Capital Partners, Bancroft Capital, and Public Ventures d/b/a MDB Capital, the underwriters purchased the shares at $7.44 per share, equal to 93% of the public offering price, on a firm commitment basis. The company also granted the underwriters a 45-day over-allotment option to buy up to 281,250 additional Ordinary Shares at the offering price, less underwriting discounts, commissions and a non-accountable expense allowance. The offering closed on August 10, 2026, and after these costs Ticketplus received net proceeds of approximately $13,800,000. The Ordinary Shares began trading on NYSE American under the symbol "TP" on August 7, 2026.
Ticketplus states that it intends to use the net proceeds for continued development and maintenance of its live entertainment technology platform and related products and services, international expansion and strategic acquisitions, sales and marketing, and working capital and general corporate purposes. Officers, directors and certain shareholders have agreed to a 180-day lock-up on sales or certain other dispositions of Ordinary Shares and related securities without the prior written consent of the underwriters’ representatives. In connection with the IPO, Ticketplus adopted an Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the company’s Form F-1 registration statement on August 6, 2026.
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Key Figures
Key Terms
over-allotment option financial
non-accountable expense allowance financial
firm commitment financial
Amended and Restated Memorandum and Articles of Association regulatory
forward-looking statements regulatory
Offering Details
FAQ
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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 August 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 o
Entry into a Material Definitive Agreement.
On August 6, 2026, Ticketplus Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, Bancroft Capital, LLC, and Public Ventures, LLC d/b/a MDB Capital, as representatives of the underwriters named on Schedule I thereto (the “Representatives”), relating to the Company’s initial public offering (the “Offering”) of 1,875,000 Ordinary Shares (the “Shares”) of a par value of $0.0001 each of the Company (the “Ordinary Shares”), at an Offering price of $8.00 per share (the “Offering Price”), for aggregate gross proceeds of $15,000,000. Pursuant to the Underwriting Agreement, in exchange for the Representatives’ firm commitment to purchase the Shares, the Company agreed to sell the Shares to the Representatives at a purchase price of $7.44 (93% of the public offering price per share). The Company also granted the Representatives a 45-day over-allotment option to purchase up to an additional 281,250 Ordinary Shares at the Offering Price, representing fifteen percent (15%) of the Ordinary Shares sold in the Offering, from the Company, less underwriting discounts and commissions and a non-accountable expense allowance.
The Shares commenced trading on NYSE American under the symbol “TP.” The closing of the Offering took place on August 10, 2026. After deducting underwriting discounts and commissions and non-accountable expense allowance, the Company received net proceeds of approximately $13,800,000.
The Shares were offered and sold pursuant to the Company’s Registration Statement on Form F-1 (File No. 333-296318), as amended (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2026, and declared effective by the Commission on August 6, 2026, and the final prospectus filed with the Commission on August 7, 2026, pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the Offering for continued development and maintenance of the Company’s platform and related products and services, international expansion and strategic acquisitions, sales and marketing, and working capital and general corporate purposes.
The Underwriting Agreement contained customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Company’s officers, directors, and certain shareholders have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of 180 days after the date of the final prospectus without the prior written consent of the Representatives.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 6-K, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Other Events.
On August 6, 2026, the Company issued a press release announcing the pricing of the Offering. On August 10, 2026, the Company issued a press release announcing the closing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively.
The Company has adopted its Amended and Restated Memorandum and Articles of Association which became effective upon the effectiveness of the Registration Statement on August 6, 2026, and is attached hereto as Exhibit 3.1.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of August 6, 2026, by and between Ticketplus Ltd. and Roth Capital Partners, LLC, Bancroft Capital, LLC, and Public Ventures, LLC d/b/a MDB Capital (as representatives of the underwriters named therein) | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of Ticketplus Ltd. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-8 filed on August 10, 2026) | |
| 99.1 | Press Release dated August 6, 2026 | |
| 99.2 | Press Release dated August 10, 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: August 10, 2026 | TICKETPLUS LTD. | |
| By: | /s/ Chien-Fu Chen Chen | |
| Chien-Fu Chen Chen | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Ticketplus Announces Pricing of Initial Public Offering
Santiago, Chile and New York, U.S. – August 6, 2026 – Ticketplus Ltd. (“Ticketplus” or the “Company”), a technology company that operates a proprietary, full-stack technology platform powering live entertainment across Latin America, today announced the pricing of its initial public offering of 1,875,000 ordinary shares at a price of $8.00 per share for a total of $15 million of gross proceeds to the Company, before deducting underwriting discounts, commissions and other offering expenses. The Company granted a 45-day option to the underwriters to purchase up to 281,250 additional ordinary shares at the initial public offering price, less underwriting discounts and commissions.
The Company’s ordinary shares are expected to begin trading on NYSE American on August 7, 2026, under the symbol “TP.” The offering is expected to close on or about August 10, 2026, subject to customary closing conditions.
Roth Capital Partners, Bancroft Capital LLC and MDB Capital are acting as joint book-running managers for the offering.
A registration statement on Form F-1, as amended (File No. 333-296318), relating to these securities was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective on August 6, 2026. The offering is being made only by means of a prospectus, forming part of the registration statement. A copy of the final prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. A copy of the final prospectus related to the offering may be obtained when available from: Roth Capital Partners, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by emailing: rothecm@roth.com; Bancroft Capital, LLC, 501 Office Center Drive, Ste. 130, Fort Washington, PA 19034, or by emailing: InvestmentBanking@bancroft4vets.com; and MDB Capital, 14135 Midway Road, Suite G-150, Addison, TX 75001, or by emailing: erayo@mdb.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Ticketplus
Ticketplus is a technology company founded in 2014 with operating headquarters in Santiago, Chile. The Company operates a proprietary, full-stack technology platform powering live entertainment across Latin America, with a footprint in eleven countries: Argentina, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Mexico, Paraguay, Peru, the United States, and Uruguay. Ticketplus operates under a dual business model: direct operations in Chile, its home market, and a SaaS model in the remaining countries of the region, where its platform is licensed to local ticketing companies, venues, and promoters that operate under their own brands.
Forward-Looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of U.S. federal securities laws. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the Company’s registration statement filed with the SEC and other reports filed with the SEC thereafter. The Company does not undertake any duty to update any forward-looking statements except as may be required by law.
Investor Contact
Jack Perkins
KCSA Strategic Communications
Ticketplus@kcsa.com
Exhibit 99.2
Ticketplus Announces Closing of Initial Public Offering
Santiago, Chile and New York, U.S. – August 10, 2026 – Ticketplus Ltd. (“Ticketplus” or the “Company”), a technology company that operates a proprietary, full-stack technology platform powering live entertainment across Latin America, today announced the closing of its initial public offering of 1,875,000 ordinary shares at a price of $8.00 per share for a total of $15 million of gross proceeds to the Company, before deducting underwriting discounts, commissions and other offering expenses. The Company granted a 45-day option to the underwriters to purchase up to 281,250 additional ordinary shares at the initial public offering price, less underwriting discounts and commissions.
The Company’s ordinary shares began trading on NYSE American on August 7, 2026, under the symbol “TP.”
Roth Capital Partners, Bancroft Capital LLC and MDB Capital acted as joint book-running managers for the offering. Bevilacqua PLLC acted as U.S. securities counsel to the Company, Mourant Ozannes (Cayman) LLP acted as Cayman Islands legal counsel to the Company, and Lucosky Brookman LLP acted as U.S. securities counsel to the underwriters in connection with the offering.
A registration statement on Form F-1, as amended (File No. 333-296318), relating to these securities was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective on August 6, 2026. The offering was made only by means of a prospectus, forming part of the registration statement. A copy of the final prospectus relating to the offering has been filed with the SEC and is available for free on the SEC’s website at www.sec.gov. A copy of the final prospectus related to the offering may be obtained from: Roth Capital Partners, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or by emailing: rothecm@roth.com; Bancroft Capital, LLC, 501 Office Center Drive, Ste. 130, Fort Washington, PA 19034, or by emailing: InvestmentBanking@bancroft4vets.com; and MDB Capital, 14135 Midway Road, Suite G-150, Addison, TX 75001, or by emailing: community@mdb.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Ticketplus
Ticketplus is a technology company founded in 2014 with operating headquarters in Santiago, Chile. The Company operates a proprietary, full-stack technology platform powering live entertainment across Latin America, with a footprint in eleven countries: Argentina, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Mexico, Paraguay, Peru, the United States, and Uruguay. Ticketplus operates under a dual business model: direct operations in Chile, its home market, and a SaaS model in the remaining countries of the region, where its platform is licensed to local ticketing companies, venues, and promoters that operate under their own brands. For more information, please visit the Ticketplus investor relations website at https://investors.ticketplus.com/.
Forward-Looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of U.S. federal securities laws. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the Company’s registration statement filed with the SEC and other reports filed with the SEC thereafter. The Company does not undertake any duty to update any forward-looking statements except as may be required by law.
Investor Contact
Jack Perkins
KCSA Strategic Communications
Ticketplus@kcsa.com