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 ☐
EXPLANATORY NOTE
Ticketplus Ltd. (the
“Company”) is furnishing this Form 6-K to provide the unaudited interim consolidated
financial statements for the six months ended June 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and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently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 June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 |
| 99.2 |
|
Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2026 |
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 19, 2026 |
TICKETPLUS LTD. |
| |
|
|
| |
By: |
/s/ Chien-Fu Chen Chen |
| |
Chien-Fu Chen Chen |
| |
Chief Executive Officer |
Exhibit 99.1
TICKETPLUS LTD.
Index to Unaudited Interim Consolidated Financial
Statements
| Financial Statements |
|
Page |
| Consolidated Statements of Financial Position as of June 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 |
TICKETPLUS LTD.
Consolidated Statements of Financial Position
| | |
As of
June 30,
2026 (unaudited) | | |
As of
December 31,
2025
(audited) | |
| | |
$ | | |
$ | |
| ASSETS | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
| 3,847,174 | | |
| 3,980,838 | |
| Trade and other receivables | |
| 9,382,389 | | |
| 9,220,336 | |
| Inventory | |
| 59,324 | | |
| 60,310 | |
| Current tax assets | |
| 349,234 | | |
| 550,256 | |
| Total current assets | |
| 13,638,121 | | |
| 13,811,740 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Intangible assets other than goodwill | |
| 22,699,474 | | |
| 15,925,873 | |
| Property, plant, and equipment | |
| 247,538 | | |
| 191,405 | |
| Deferred tax assets | |
| 649,852 | | |
| 704,895 | |
| Total non-current assets | |
| 23,596,864 | | |
| 16,822,173 | |
| Total assets | |
| 37,234,985 | | |
| 30,633,913 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Other current financing liabilities | |
| 1,758,809 | | |
| 2,743,145 | |
| Trade and other payables - third parties | |
| 5,591,540 | | |
| 5,097,824 | |
| Trade and other payables - related parties (Note 12) | |
| 2,954,490 | | |
| 3,203,029 | |
| Current payables to related parties | |
| 202,169 | | |
| — | |
| Current provision for employee benefits | |
| 127,673 | | |
| 197,366 | |
| Provision for income taxes | |
| 1,749,121 | | |
| 737,096 | |
| Current income tax payable | |
| — | | |
| 19,045 | |
| Total current liabilities | |
| 12,383,802 | | |
| 11,997,505 | |
| | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | |
| Other non-current financing liabilities | |
| 12,955,800 | | |
| 10,437,280 | |
| Non-current payables to related parties | |
| 2,510,696 | | |
| 2,552,433 | |
| Total non-current liabilities | |
| 15,466,496 | | |
| 12,989,713 | |
| Total liabilities | |
| 27,850,298 | | |
| 24,987,218 | |
| | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | |
| Ordinary shares of par value of $0.0001 each; 300,000,000 shares authorized, 10,189,525 shares issued and outstanding as of June 30, 2026 (Note 13) | |
| 35,000 | | |
| — | |
| 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 | |
| Accumulated other comprehensive income (loss) | |
| (112,901 | ) | |
| 109,137 | |
| Accumulated earnings | |
| 6,203,939 | | |
| 2,243,909 | |
| Total shareholders’ equity | |
| 9,384,687 | | |
| 5,646,695 | |
| Total liabilities and shareholders’ equity | |
| 37,234,985 | | |
| 30,633,913 | |
The accompanying notes are an integral part of
these unaudited interim consolidated financial statements.
TICKETPLUS LTD.
Unaudited Consolidated Statements of Profit
or Loss
| | |
Three months
ended
June 30,
2026 | | |
Three months
ended
June 30,
2025 | | |
Six months
ended
June 30,
2026 | | |
Six months
ended
June 30,
2025 | |
| | |
$ | | |
$ | | |
$ | | |
$ | |
| Revenue from ordinary activities | |
| 12,610,867 | | |
| 6,975,493 | | |
| 22,817,405 | | |
| 13,579,219 | |
| Cost of revenue | |
| (6,771,647 | ) | |
| (4,280,248 | ) | |
| (11,629,502 | ) | |
| (8,325,592 | ) |
| Gross profit | |
| 5,839,220 | | |
| 2,695,245 | | |
| 11,187,903 | | |
| 5,253,627 | |
| Administrative expenses | |
| (2,434,480 | ) | |
| (1,427,746 | ) | |
| (4,569,434 | ) | |
| (2,734,458 | ) |
| Financial income | |
| 70,309 | | |
| 8,329 | | |
| 70,874 | | |
| 8,258 | |
| Financial costs | |
| (538,837 | ) | |
| (117,819 | ) | |
| (1,075,167 | ) | |
| (601,342 | ) |
| Exchange difference, net | |
| (16,118 | ) | |
| (4,982 | ) | |
| (18,540 | ) | |
| (4,529 | ) |
| Income before tax | |
| 2,920,094 | | |
| 1,153,027 | | |
| 5,595,636 | | |
| 1,921,556 | |
| Income tax expense | |
| (794,407 | ) | |
| (171,402 | ) | |
| (1,497,065 | ) | |
| (285,647 | ) |
| Results from continuing operations | |
| 2,125,687 | | |
| 981,625 | | |
| 4,098,571 | | |
| 1,635,909 | |
| | |
| | | |
| | | |
| | | |
| | |
| Comprehensive income: | |
| | | |
| | | |
| | | |
| | |
| Results from continuing operations | |
| 2,125,687 | | |
| 981,625 | | |
| 4,098,571 | | |
| 1,635,909 | |
| Other comprehensive income (loss) | |
| 21,548 | | |
| (46,914 | ) | |
| (222,038 | ) | |
| 272,006 | |
| Total comprehensive income | |
| 2,147,235 | | |
| 934,711 | | |
| 3,876,533 | | |
| 1,907,915 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average ordinary shares outstanding | |
| 10,189,525 | | |
| 10,189,525 | | |
| 10,189,525 | | |
| 10,189,525 | |
| Basic and diluted earnings per ordinary share (Note 13) | |
| 0.21 | | |
| 0.10 | | |
| 0.40 | | |
| 0.16 | |
The accompanying notes are an integral part of
these unaudited interim consolidated financial statements.
TICKETPLUS LTD.
Unaudited Consolidated Statements of Shareholders’
Equity
Three and Six months ended June 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 | |
Three and Six months ended June 30, 2026:
| | |
Ordinary Shares -
Shares | | |
Ordinary Shares -
Amount
($) | | |
Other Reserves
($) | | |
Accumulated Other
Comprehensive
Income
($) | | |
Accumulated
Earnings
($) | | |
Total
Shareholders’
Equity
($) | |
| Balance – December 31, 2025 (audited) | |
| 10,189,525 | | |
| 35,000 | | |
| 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) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,971,471 | | |
| 1,971,471 | |
| Other comprehensive loss (Note 13) | |
| — | | |
| — | | |
| — | | |
| (243,586 | ) | |
| — | | |
| (243,586 | ) |
| First-time consolidation of Ticketplus LLC: opening net equity (Note 2(b) and Note 13(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 (Note 13) | |
| — | | |
| — | | |
| — | | |
| 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 | |
The accompanying notes are an integral part of
these unaudited interim consolidated financial statements.
TICKETPLUS LTD.
Unaudited Consolidated Statements of Cash Flows
| | |
Six months
ended
June 30,
2026 | | |
Six months
ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Cash flows from operating activities | |
| | |
| |
| Income for the period | |
| 4,098,571 | | |
| 1,635,909 | |
| Charges (credits) to profit or loss that do not involve cash flow: | |
| | | |
| | |
| Depreciation and amortization expenses | |
| 2,999,942 | | |
| 2,088,404 | |
| Income tax expenses | |
| 1,497,065 | | |
| 285,647 | |
| Provisions for benefits to employees | |
| (69,692 | ) | |
| 6,395 | |
| Other | |
| (160,579 | ) | |
| 272,006 | |
| Increase (decrease) in assets affecting cash flow: | |
| | | |
| | |
| Increase (decrease) in assets | |
| (162,053 | ) | |
| (7,312,054 | ) |
| Inventory | |
| 986 | | |
| (2,298 | ) |
| Current tax assets | |
| 201,022 | | |
| 202,540 | |
| Current non-financial assets | |
| 55,043 | | |
| (17,495 | ) |
| Increase (decrease) in liabilities affecting cash flow: | |
| | | |
| | |
| Trade and other current payables | |
| 245,177 | | |
| 9,432,704 | |
| Provision for income taxes | |
| (485,040 | ) | |
| (285,647 | ) |
| Liabilities by current taxes | |
| (19,045 | ) | |
| 3,342 | |
| Net cash provided by (used in) operating activities | |
| 8,201,397 | | |
| 6,309,453 | |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Purchase of intangibles | |
| (9,748,787 | ) | |
| (5,305,127 | ) |
| Purchase of property, plant and equipment | |
| (80,889 | ) | |
| (44,051 | ) |
| Net cash provided by (used in) investing activities | |
| (9,829,676 | ) | |
| (5,349,178 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from (repayments of) related party loans, net | |
| (39,569 | ) | |
| (1,952,951 | ) |
| Proceeds from financial institutions | |
| 1,534,184 | | |
| 6,772,781 | |
| Net cash provided by (used in) financing activities | |
| 1,494,615 | | |
| 4,819,830 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
| (133,664 | ) | |
| 5,780,105 | |
| Cash and cash equivalents, beginning of period | |
| 3,980,838 | | |
| 2,000,866 | |
| Cash and cash equivalents, end of period | |
| 3,847,174 | | |
| 7,780,971 | |
The accompanying notes are an integral part of
these unaudited interim consolidated financial statements.
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 (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.
(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.
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 change was applied during the period:
| |
● |
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 six months ended June 30, 2025 do not include Ticketplus LLC, which had not commenced operations during that period. 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 (see Note 13). Ticketplus LLC contributed revenue of $287,542 and net income of $76,634 for the six months ended June 30, 2026, representing 1.3% and 1.9% of the consolidated amounts, respectively. Excluding the effect of this change in the composition of the group, revenue growth for the period would have been 65.9% instead of 68.0%. |
(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 922.21 as of June 30,
2026 (933.42 as of June 30, 2025; 907.13 as of December 31, 2025), average rate 892.47 for the six months ended June 30, 2026 (955.16
for the six months ended June 30, 2025), and average rate 899.64 for the three months ended June 30, 2026 (947.00 for the three months
ended June 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 six-month totals. In the unaudited consolidated statements of shareholders’
equity, activity for the three months ended June 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.
(d) Seasonality. The Company’s revenue
and profits are affected by the concert and live event calendar, with large events concentrated in the second and fourth quarters of the
year. As a result, the composition of revenue and of the related cost of revenue varies between interim periods. Interim results are not
necessarily indicative of full-year results.
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 six months ended June 30, 2026.
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, and the recoverability of trade and other receivables. Actual results may differ from these estimates. There have
been no material changes in the nature of the estimates applied during the six months ended June 30, 2026.
NOTE 5. CASH AND CASH EQUIVALENTS
The breakdown of cash and cash equivalents is
as follows:
| | |
As of
June 30,
2026 | | |
As of
December 31,
2025 | |
| | |
$ | | |
$ | |
| Petty cash | |
| 7,549 | | |
| 2,913 | |
| Foreign currency cash | |
| 19,257 | | |
| 28,095 | |
| Cash in bank | |
| 593,082 | | |
| 694,528 | |
| Financial investments | |
| 3,227,286 | | |
| 3,255,302 | |
| Total | |
| 3,847,174 | | |
| 3,980,838 | |
Financial investments consist of time deposits
and mutual fund units 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
June 30,
2026 | | |
As of
December 31, 2025 | |
| | |
$ | | |
$ | |
| Trade receivables | |
| 3,857,281 | | |
| 3,521,980 | |
| Other receivables | |
| 5,525,108 | | |
| 5,698,356 | |
| Total | |
| 9,382,389 | | |
| 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.
NOTE 7. CURRENT TAX AND DEFERRED TAX ASSETS AND
LIABILITIES
As of June 30, 2026 and December 31, 2025, current
tax assets were $349,234 and $550,256, respectively, corresponding primarily to monthly provisional tax payments and tax credits. As of
the same dates, deferred tax assets were $649,852 and $704,895, respectively, and the provision for income taxes was $1,749,121 and $737,096,
respectively; the December 31, 2025 amount being the balance reported in the audited consolidated financial statements for that year.
The provision for income taxes is the liability recognized in the statement of financial position at each date and includes the income
tax accrued for the six months ended June 30, 2026. It is not the same amount as the income tax expense for the period described below,
which is the charge recognized in profit or loss; the two differ as a result of provisional monthly tax payments, the utilization of tax
credits, movements in deferred taxes and currency translation.
Income tax expense for the six months ended June
30, 2026 was $1,497,065, representing an effective tax rate of 26.8%. The effective tax rate of 14.9% in the comparable 2025 interim period
primarily reflects tax-only monetary correction and other adjustments arising from the determination of taxable income.
NOTE 8. INTANGIBLE ASSETS OTHER THAN GOODWILL
The movement of intangible assets (software) is
as follows:
| | |
Six months
ended
June 30,
2026 | | |
Year
ended
December 31,
2025 | |
| | |
$ | | |
$ | |
| Initial balance | |
| 15,925,873 | | |
| 9,592,435 | |
| Translate currency | |
| (494,817 | ) | |
| 566,486 | |
| Additions | |
| 10,243,603 | | |
| 12,810,861 | |
| Amortization | |
| (2,975,185 | ) | |
| (7,043,909 | ) |
| Total | |
| 22,699,474 | | |
| 15,925,873 | |
Additions correspond to capitalized software development
in accordance with IAS 38, developed primarily through the Company’s outsourced development providers. Amortization for the six
months ended June 30, 2026 reflects the change in estimated useful life described in Note 2(b). Amortization is recognized on a straight-line
basis over an estimated useful life of four years and is presented within administrative expenses.
NOTE 9. PROPERTY, PLANT, AND EQUIPMENT
The movement of property, plant, and equipment
is as follows:
| | |
Six months
ended
June 30,
2026 | | |
Year
ended
December 31,
2025 | |
| | |
$ | | |
$ | |
| Initial balance | |
| 191,405 | | |
| 179,939 | |
| Translate currency | |
| (5,105 | ) | |
| 18,422 | |
| Additions | |
| 85,995 | | |
| 40,075 | |
| Depreciation | |
| (24,757 | ) | |
| (47,031 | ) |
| Total | |
| 247,538 | | |
| 191,405 | |
NOTE 10. OTHER CURRENT AND NON-CURRENT FINANCIAL
LIABILITIES
As of June 30, 2026, other current financing liabilities
of $1,758,809 comprise the current portion of bank loans ($1,723,715), credit card balances ($33,350) and other borrowings ($1,744); other
non-current financing liabilities correspond to the non-current portion of bank loans ($12,955,800). Bank loans are presented net of deferred
interest under the amortized cost method. As of June 30, 2026 and December 31, 2025, total bank loans carrying amounts were $14,679,515
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 June 30, 2026. In May 2026, the Company entered into a new commercial
loan with Banco Santander Chile for CLP 2,500,000,000 (approximately $2.7 million), repayable in 48 monthly installments through June
2030.
NOTE 11. CURRENT PROVISIONS FOR EMPLOYEE BENEFITS
As of June 30, 2026 and December 31, 2025, the
current provisions for employee benefits were $127,673 and $197,366, respectively, corresponding to accrued vacation and severance obligations.
NOTE 12. RELATED PARTY TRANSACTIONS
(a) Non-current payables to related parties.
As of June 30, 2026 and December 31, 2025, non-current payables to related parties were $2,510,696 and $2,552,433, respectively, consisting
of loans from Argentina Real Estate 1 LLC and Te vi SpA, entities beneficially owned by Yethro Dinamarca Santelices, the Company’s
director and Chair of the board of directors. These non-trade, unsecured, non-interest-bearing loans represent working capital advances
provided in prior periods, and mature on December 31, 2029. No new related party advances were received during the six months ended June
30, 2026; the decrease in the balance primarily reflects currency translation.
(b) Current payables to related parties.
As of June 30, 2026, current non-trade payables to related parties were $202,169, of which $200,000 corresponds to the redemption payable
to the former 55% member of Ticketplus LLC, recognized in the period against equity and payable in September 2026 (see Note 13). This
was a non-cash transaction in the period.
(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 for software development
services. These entities are beneficially owned by Yethro Dinamarca Santelices, the Company’s director and Chair of the board of
directors. Transactions are settled as trade payables on standard commercial terms determined on an arm’s length basis. As of June
30, 2026 and December 31, 2025, outstanding trade payables to these entities were $2,954,490 and $3,203,029, respectively, presented within
trade and other payables - related parties in the consolidated statements of financial position.
(d) Financial guarantee contract. As of
June 30, 2026, Ticketplus SpA was guarantor of a personal mortgage loan extended by Scotiabank Chile to Chien-Fu Chen Chen, the Company’s
Chief Executive Officer and director. On July 10, 2026, Ticketplus SpA was released from its obligations under this guarantee. No amounts
were ever drawn or paid under the guarantee, and no expected credit loss provision was recognized.
NOTE 13. NET EQUITY
(a) Subscribed and paid-in capital and number
of shares. 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. Following the redesignation,
and as of June 30, 2026, the Company had 10,189,525 Ordinary Shares of a single class, par value $0.0001 each, issued and outstanding.
The redesignation did not change subscribed and paid-in capital ($35,000). The Company’s authorized share capital is $35,000, divided
into 300,000,000 Ordinary Shares and 50,000,000 preferred shares of par value $0.0001 each; no preferred shares are issued and outstanding.
Other reserves of $3,258,649 correspond to the common control adjustment arising from the December 2025 Reorganization (see Note 15).
The shares issued in the Company’s initial public offering closed after the balance sheet date (see Note 18) and are not reflected
in these interim financial statements.
(b) Equity movements of the period. In
addition to the results of the period, equity reflects: (i) an other comprehensive loss of $222,038, corresponding to currency translation
differences arising on translation of the Company’s Chilean operations from their functional currency 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,
comprising member capital of $150,000 and an accumulated deficit of $88,541 (see Note 2(b)); and (iii) the recognition of a $200,000 redemption
liability to the former 55% member of Ticketplus LLC, comprising the return of her $150,000 capital contribution and a $50,000 contractual
premium, accounted for as an equity transaction and recognized as a non-cash transaction in the period (see Note 12(b)).
(c) 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 (10,189,525 shares in both periods). 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. There were no dilutive instruments outstanding during the periods presented. The 510,092 Ordinary
Shares and restricted share units issuable upon conditions related to the completion of the initial public offering were contingently
issuable shares whose conditions had not been satisfied as of June 30, 2026; accordingly, they are excluded from basic and diluted earnings
per share for the periods presented, and the related amounts will be recognized from the date the offering was completed (see Note 18).
Basic and diluted earnings per share were $0.40 for the six months ended June 30, 2026, and $0.16 for the six months ended June 30, 2025,
and $0.21 and $0.10 for the three months ended June 30, 2026 and 2025, respectively.
NOTE 14. REVENUE
Revenue from contracts with customers for the
six months ended June 30, 2026 and 2025 was $22,817,405 and $13,579,219, respectively, derived from the Company’s ticketing technology
solutions and live event management services.
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 June 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 six months ended June 30, 2026.
NOTE 17. CONTRACTUAL WARRANTIES AND RESTRICTIONS
Other than the financial guarantee contract described
in Note 12(d), the Company has no contractual warranties or restrictions to disclose as of June 30, 2026.
NOTE 18. SUBSEQUENT EVENTS
Initial Public Offering
On August 6, 2026, 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 several underwriters named therein (the “Representatives”), in connection
with the Company’s initial public offering (the “Offering”) of 1,875,000 ordinary shares, par value $0.0001 per share
(the “Ordinary Shares”), at a public 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 Ordinary Shares, the Company agreed to sell the Ordinary Shares to the Representatives at a purchase price of $7.44 per share (93%
of the public offering price per share). The Company also granted the Representatives a 45-day over-allotment option (the “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 Ordinary 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 the non-accountable expense allowance, the Company received net proceeds of approximately $13,800,000.
The Ordinary Shares were offered and sold pursuant
to the Company’s Registration Statement on Form F-1 (File No. 333-296318), as amended, initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on May 28, 2026, and declared effective by the SEC on August 6, 2026, and the final prospectus
filed with the SEC on August 7, 2026, pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended. 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.
On August 12, 2026, the Representatives exercised
the Over-Allotment Option in part to purchase an additional 258,814 Ordinary Shares, generating gross proceeds to the Company of approximately
$2.07 million and net proceeds of approximately $1.9 million. The closing of the partial exercise of the Over-Allotment Option took place
on the same day. None of the proceeds of the Offering or of the partial exercise of the Over-Allotment Option are reflected in these interim
financial statements.
Securities Issuances
On August 10, 2026, the Company issued (i) an
aggregate of 55,555 restricted share units to its independent directors and advisors under the Ticketplus Ltd. 2026 Equity Incentive Plan,
(ii) 153,846 Ordinary Shares to Joaquín Jadue, the Company’s Chief Financial Officer, for services rendered, and (iii) an
aggregate of 300,691 Ordinary Shares to advisors and consultants for services rendered. The issuances were conditioned upon the completion
of the Offering and the conditions had not been satisfied as of June 30, 2026 (see Note 13(c)).
Of the 454,537 Ordinary Shares issued, 169,230
were issued in consideration for services rendered to the Company, and the related non-cash share-based payment expense of approximately
$1.4 million will be recognized in the second half of 2026, in addition to the expense associated with the restricted share units as they
vest. The remaining 285,307 Ordinary Shares were issued in consideration for advisory services rendered in connection with the Offering;
the related amount of approximately $2.3 million will be accounted for as a deduction from equity as a cost of the equity transaction
and will not affect profit or loss.
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 and for the six months ended June 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 six months ended June 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 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.
Recent Developments
Initial Public Offering
On August 6, 2026, we 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 several underwriters named therein (the “Representatives”), in connection with
the Company’s initial public offering (the “Offering”) of 1,875,000 ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), at a public 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 Ordinary Shares, the Company agreed to sell the Ordinary Shares to the Representatives at a purchase price of $7.44 per share (93%
of the public offering price per share). The Company also granted the Representatives a 45-day over-allotment option (the “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 Ordinary 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 the non-accountable expense allowance, the Company received net proceeds of approximately $13,800,000.
The Ordinary 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 SEC on May 28, 2026, and declared effective by the SEC on August 6, 2026, and the final prospectus filed with
the SEC 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.
On August 12, 2026, the Representatives exercised
the Over-Allotment Option in part to purchase an additional 258,814 Ordinary Shares, generating gross proceeds to the Company of approximately
$2.07 million and net proceeds of approximately $1.9 million. The closing of the partial exercise of the Over-Allotment Option took place
on the same day.
Securities Issuances
On August 10, 2026, we issued (i) an aggregate
of 55,555 restricted share units to our independent directors and advisors under the Ticketplus Ltd. 2026 Equity Incentive Plan (the “2026
Plan”), (ii) 153,846 Ordinary Shares to Joaquín Jadue, our Chief Financial Officer, for services rendered, and (iii) an aggregate
of 300,691 Ordinary Shares to advisors and consultants for services rendered.
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. |
Results of Operations
Comparison of the Three Months Ended June
30, 2026 and 2025
The following table sets forth key components
of our results of operations for the three months ended June 30, 2026 and 2025.
| | |
Three Months
Ended
June 30,
2026 | | |
Three Months
Ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Revenue | |
| 12,610,867 | | |
| 6,975,493 | |
| Cost of revenue | |
| (6,771,647 | ) | |
| (4,280,248 | ) |
| Gross profit | |
| 5,839,220 | | |
| 2,695,245 | |
| Administrative expenses | |
| (2,434,480 | ) | |
| (1,427,746 | ) |
| Financial income | |
| 70,309 | | |
| 8,329 | |
| Financial costs | |
| (538,837 | ) | |
| (117,819 | ) |
| Exchange difference, net | |
| (16,118 | ) | |
| (4,982 | ) |
| Income before tax | |
| 2,920,094 | | |
| 1,153,027 | |
| Income tax expense | |
| (794,407 | ) | |
| (171,402 | ) |
| Net profit | |
| 2,125,687 | | |
| 981,625 | |
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 six-month totals.
Revenue
Revenue for the three months ended June 30, 2026
and 2025 was $12,610,867 and $6,975,493, respectively, an increase of 80.8%. The increase was due to continued growth in ticketing and
platform transaction volumes and expanded operations across the Company’s 11-country footprint.
Cost of revenue
Cost of revenue for the three months ended June
30, 2026 and 2025 was $6,771,647 and $4,280,248, respectively, an increase of 58.2%. Cost of revenue as a percentage of revenue decreased
from 61.4% for the three months ended June 30, 2025 to 53.7% for the three months ended June 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
June 30, 2026 and 2025 were $2,434,480 and $1,427,746, respectively, an increase of 70.5%. The increase was mainly due to higher professional
fees, principally legal, accounting and audit fees incurred in connection with our initial public offering process, and higher amortization
expense resulting from continued investment in software development.
Financial income
Financial income for the three months ended June
30, 2026 and 2025 was $70,309 and $8,329, respectively, an increase of 744.1%. The increase was due to interest earned on the time deposits
and mutual fund units described in Note 5 to our unaudited interim consolidated financial statements.
Financial costs
Financial costs for the three months ended June
30, 2026 and 2025 were $538,837 and $117,819, respectively, an increase of 357.3%. The increase was due to higher debt levels incurred
to fund operational expansion and software development investments, including the new commercial loan with Banco Santander Chile entered
into in May 2026.
Exchange difference, net
Exchange difference, net, for the three months
ended June 30, 2026 and 2025 was $(16,118) and $(4,982), respectively. The change was mainly due to the higher balances of inflation-indexed
monetary items outstanding during the period.
Income before tax
Income before tax for the three months ended June
30, 2026 and 2025 was $2,920,094 and $1,153,027, respectively, an increase of 153.3%. The increase was due to strong revenue growth combined
with improved operational leverage, as revenue growth outpaced the growth in cost of revenue and administrative expenses.
Income tax expense
Income tax expense for the three months ended
June 30, 2026 and 2025 was $794,407 and $171,402, respectively. The effective tax rate was 27.2% for the three months ended June 30, 2026.
Income tax expense for the three months ended June 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 June 30,
2026 and 2025 was $2,125,687 and $981,625, respectively, an increase of 116.5%. The increase was due to strong revenue growth, improved
gross margin, and enhanced operating leverage.
Comparison of the Six Months Ended June
30, 2026 and 2025
The following table sets forth key components
of our results of operations for the six months ended June 30, 2026 and 2025.
| | |
Six Months
Ended
June 30,
2026 | | |
Six Months
Ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Revenue | |
| 22,817,405 | | |
| 13,579,219 | |
| Cost of revenue | |
| (11,629,502 | ) | |
| (8,325,592 | ) |
| Gross profit | |
| 11,187,903 | | |
| 5,253,627 | |
| Administrative expenses | |
| (4,569,434 | ) | |
| (2,734,458 | ) |
| Financial income | |
| 70,874 | | |
| 8,258 | |
| Financial costs | |
| (1,075,167 | ) | |
| (601,342 | ) |
| Exchange difference, net | |
| (18,540 | ) | |
| (4,529 | ) |
| Income before tax | |
| 5,595,636 | | |
| 1,921,556 | |
| Income tax expense | |
| (1,497,065 | ) | |
| (285,647 | ) |
| Net profit | |
| 4,098,571 | | |
| 1,635,909 | |
Revenue
The principal activities of the Company for the
six months ended June 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 six months ended June 30, 2026 and 2025
was $22,817,405 and $13,579,219, respectively, representing an increase of 68.0%. The increase was due to continued growth in ticketing
and platform transaction volumes and expanded operations across the Company’s 11-country footprint.
Cost of revenue
Cost of revenue for the six months ended June
30, 2026 and 2025 was $11,629,502 and $8,325,592, respectively, representing an increase of 39.7%. Cost of revenue as a percentage of
revenue decreased from 61.3% for the six months ended June 30, 2025 to 51.0% for the six months ended June 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 consisted of advertising,
employee remuneration and benefits, rental expenses, utilities, depreciation and amortization, professional fees, taxes other than income
taxes, travel and entertainment and other miscellaneous expenses. Administrative expenses for the six months ended June 30, 2026 and 2025
were $4,569,434 and $2,734,458, respectively, an increase of 67.1%. The increase was mainly due to higher professional fees, principally
legal, accounting and audit fees incurred in connection with our initial public offering process, and higher amortization expense resulting
from continued investment in software development. Amortization of capitalized software development costs included in administrative expenses
was $2,975,185 for the six months ended June 30, 2026.
Financial income
Financial income, consisting of interest earned
on cash deposits and short-term investments, for the six months ended June 30, 2026 and 2025, was $70,874 and $8,258, respectively, an
increase of 758.2%. The increase was due to interest earned on the time deposits and mutual fund units described in Note 5 to our unaudited
interim consolidated financial statements.
Financial costs
Financial costs consisted of interest expense
on debt financing and bank fees. Financial costs for the six months ended June 30, 2026 and 2025 were $1,075,167 and $601,342, respectively,
an increase of 78.8%. The increase was due to higher debt levels incurred to fund operational expansion and software development investments,
including a new 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 six months ended June 30, 2026 and 2025
was $(18,540) and $(4,529), respectively. The change was mainly due to the higher balances of inflation-indexed monetary items outstanding
during the six months ended June 30, 2026.
Income before tax
Income before tax for the six months ended June
30, 2026 and 2025 was $5,595,636 and $1,921,556, respectively, an increase of 191.2%. The increase was due to strong revenue growth combined
with improved operational leverage, as revenue growth outpaced the growth in cost of revenue and administrative expenses.
Income tax expense
Income tax expense for the six months ended June
30, 2026 and 2025 was $1,497,065 and $285,647, respectively, an increase of 424.1%. The effective tax rate was 26.8% for the six months
ended June 30, 2026, compared to 14.9% for the six months ended June 30, 2025. 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 six months ended June 30, 2026
and 2025 was $4,098,571 and $1,635,909, respectively, an increase of 150.5%. The increase was due to strong revenue growth, improved gross
margin, and enhanced operating leverage.
Key Business Metric and Non-IFRS Financial
Measures
The following tables present, for the six months
ended June 30, 2026 and 2025, our results from continuing operations, the most directly comparable financial measure calculated in accordance
with IFRS, together with EBITDA and 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. EBITDA and EBITDA margin are supplemental performance measures that are not required by, or presented
in accordance with, IFRS. EBITDA 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 EBITDA and EBITDA margin is relevant and useful by enhancing the readers’ ability to understand our operating
performance.
| | |
Six Months
Ended
June 30,
2026 | | |
Six Months
Ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Total Platform Sales (GMV)(1) | |
| 280,310,723 | | |
| 125,267,352 | |
| Revenue from ordinary activities | |
| 22,817,405 | | |
| 13,579,219 | |
| Cost of revenue | |
| (11,629,502 | ) | |
| (8,325,592 | ) |
| Gross profit | |
| 11,187,903 | | |
| 5,253,627 | |
| Gross profit margin(2) | |
| 49.0 | % | |
| 38.7 | % |
| Administrative expenses | |
| (4,569,434 | ) | |
| (2,734,458 | ) |
| Results from continuing operations | |
| 4,098,571 | | |
| 1,635,909 | |
| Results from continuing operations margin(3) | |
| 18.0 | % | |
| 12.0 | % |
| EBITDA(4) | |
| 9,599,871 | | |
| 4,603,044 | |
| EBITDA margin(4) | |
| 42.1 | % | |
| 33.9 | % |
| (1) | Our key business metric is Total Platform Sales (GMV), which
is an operating metric that represents the total face value of all tickets sold through the Company’s platform, 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 and EBITDA margin are non-IFRS financial measures.
See the reconciliation to results from continuing operations below. |
Total Platform Sales (GMV) for the six months
ended June 30, 2026 was approximately $280.3 million, compared to approximately $125.3 million for the six months ended June 30, 2025,
an increase of approximately 124%. 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 described under “Cost of revenue” above, which contributed
to the increase in gross profit margin from 38.7% to 49.0%.
The following table reconciles results from continuing
operations, the most directly comparable IFRS measure, to EBITDA for the periods presented:
| | |
Six Months
Ended
June 30,
2026 | | |
Six Months
Ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Results from continuing operations | |
| 4,098,571 | | |
| 1,635,909 | |
| (+) Income tax expense | |
| 1,497,065 | | |
| 285,647 | |
| (+) Financial costs, net of financial income | |
| 1,004,293 | | |
| 593,084 | |
| (+) Depreciation and amortization | |
| 2,999,942 | | |
| 2,088,404 | |
| (=) EBITDA | |
| 9,599,871 | | |
| 4,603,044 | |
| EBITDA margin | |
| 42.1 | % | |
| 33.9 | % |
EBITDA increased from $4,603,044 for the six months
ended June 30, 2025 to $9,599,871 for the six months ended June 30, 2026, with EBITDA margin expanding from 33.9% to 42.1%.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents
of $3,847,174. We have met our working capital requirements primarily through business operations, supplemented by bank debt financing
and, historically, operating expense advances made by related parties. As of June 30, 2026, loan amounts due to related parties totaled
$2,712,865, of which $2,510,696 was classified as non-current, consisting of loans from Argentina Real Estate 1 LLC and Te vi SpA, entities
beneficially owned by Yethro Dinamarca Santelices, a member and the Chair of our board of directors, and $202,169 was classified as current.
The current balance of $202,169 consists of $200,000 payable to the former 55% member of Ticketplus LLC in connection with the redemption
of its membership interest completed in March 2026, due in September 2026, and other minor related party payables. These related party
loan balances represent working capital advances provided in prior periods, and are non-trade, unsecured, and non-interest bearing. The
Company received no new related party advances during the period, and the non-current loans mature on December 31, 2029.
On May 11, 2026, the Company entered into a new
commercial loan with Banco Santander Chile for CLP$2,500,000,000 (approximately $2.7 million), payable in 48 monthly installments at a
fixed rate of 0.73% per month, with the first installment due July 6, 2026 and the last due June 5, 2030. The proceeds strengthened our
long-term funding structure and extended the average maturity of our debt.
The foregoing balances are stated as of June 30,
2026, and do not reflect the aggregate net proceeds of approximately $15.5 million from the Offering and the partial exercise of the Over-Allotment
Option, which were received in August 2026 and are described under “Recent Developments” above. After giving effect to those
net proceeds, our cash position as of June 30, 2026 would have been approximately $19.4 million, exceeding our total bank debt of approximately
$14.7 million.
Management has prepared estimates of operations
and believes that sufficient funds will be generated from operations, together with those net proceeds, 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.
The accompanying unaudited interim consolidated
financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy
our liabilities in the normal course of business.
Summary of Cash Flow
Statements of Cash Flow Data | |
Six Months
Ended
June 30,
2026 | | |
Six Months
Ended
June 30,
2025 | |
| | |
$ | | |
$ | |
| Net cash provided by (used in) operating activities | |
| 8,201,397 | | |
| 6,309,453 | |
| Net cash provided by (used in) investing activities | |
| (9,829,676 | ) | |
| (5,349,178 | ) |
| Net cash provided by (used in) financing activities | |
| 1,494,615 | | |
| 4,819,830 | |
| Net increase (decrease) in cash | |
| (133,664 | ) | |
| 5,780,105 | |
| Cash and cash equivalents, beginning of period | |
| 3,980,838 | | |
| 2,000,866 | |
| Cash and cash equivalents, end of period | |
| 3,847,174 | | |
| 7,780,971 | |
Net cash provided by operating activities was
$8,201,397 for the six months ended June 30, 2026, compared to $6,309,453 for the six months ended June 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 amortization
of capitalized software development costs of approximately $2.98 million and the income tax provision for the period, partially offset
by working capital movements.
Net cash used in investing activities was $9,829,676
for the six months ended June 30, 2026, compared to $5,349,178 for the six months ended June 30, 2025, consisting of approximately $9.75
million of capitalized software development costs and approximately $0.08 million of capital expenditures on property and equipment. The
increase in net cash used in investing activities reflects the acceleration of our software development program during 2026. As a result,
cash used in investing activities exceeded cash provided by operating activities during the period.
Net cash provided by financing activities was
$1,494,615 for the six months ended June 30, 2026, compared to $4,819,830 for the six months ended June 30, 2025. The decrease in net
cash provided by financing activities was primarily due to the lower amount of new bank borrowings raised during the period. In 2026,
financing inflows primarily reflect proceeds from the new Banco Santander Chile loan entered into in May 2026, net of scheduled repayments
of existing bank loans; in 2025, they 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 June 30, 2026, we had outstanding bank loans
totaling approximately $14.7 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 $1.7 million is classified as current (due within one year) and
approximately $13.0 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
As of June 30, 2026, 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 the Registration Statement. 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.
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 June 30, 2026, we held a balance of $9,382,389 in trade and other
receivables, compared to $9,220,336 as of December 31, 2025. Trade and other receivables remained broadly stable notwithstanding revenue
growth of 68.0%, reflecting the collection profile of our ticketing and platform operations, in which ticket proceeds are generally collected
at or near the time of sale through payment processors with short settlement cycles.
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 June 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. As of June 30, 2026 and December 31, 2025, the net foreign currency exposure was not
significant.
Critical Accounting Policies and Estimates
There have been no material changes to our critical
accounting policies and estimates during the six months ended June 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 $9.7 million for the six months ended June 30, 2026. Capitalized software is amortized on
a straight-line basis over an estimated useful life of four years. Platform development is performed primarily by specialized external
development providers under contract (see Note 12(c) to our unaudited interim consolidated financial statements).
