Ticketplus Ltd.
TP · NYSE American · Services-Miscellaneous Amusement & Recreation
- Expected pricing
- Jun 30, 2026
- Price range
- $13.00 – $15.00
- Shares offered
- —
- Filing
- F-1/A · Jun 30, 2026
Founders & leadership
Background and track record, from the Management section.
- Chien-Fu Chen ChenChief Executive Officer and Director
Co-founded Ticketplus SpA in December 2014; served as CTO until October 2019, then became CEO. Has led the company's growth into a leading digital ticketing platform in Latin America. Holds a bachelor's degree in Civil Engineering in Computer Science and Telecommunications from Universidad Diego Portales.
Source
“Mr. Chen co-founded Ticketplus SpA in December 2014 and served as its Chief Technology Officer until October 2019 when he became the Chief Executive Officer.”
High confidenceView in filing → - Joaquín JadueChief Financial Officer
Co-founded Ticketplus SpA in December 2014; served as CEO until May 2019, then CMO until April 2021, then CFO, then COO/Head of Business Development from July 2022 to January 2025, and CFO again since January 2025. Holds a bachelor's degree in Industrial Civil Engineering from the University of Chile.
Source
“Mr. Jadue co-founded Ticketplus SpA in December 2014 and served as its Chief Executive Officer until May 2019 when he became the Chief Marketing Officer.”
High confidenceView in filing → - Yethro Dinamarca SantelicesDirector and Chair of the Board
Joined Ticketplus in June 2018 as a shareholder, playing a central role in long-term strategy and governance. Previously served as Strategic Developer Manager at Sky Solar Holdings, Ltd. from January 2014 to December 2015. Also has involvement in real estate and technology companies since 2017.
Source
“Mr. Dinamarca joined Ticketplus in June 2018 as a shareholder and has since played a central role in defining its long-term strategy, corporate structuring, and governance framework.”
High confidenceView in filing → - Christopher GardnerDirector Nominee
Senior Managing Director at Sutter Securities, Inc. since June 2021. Previously director of Brera Holdings PLC (2023–2025). Founded brokerage firm Gardner Rich & Co in 1987, which he sold in 2006. Author of 'The Pursuit of Happyness' and other bestsellers; over 30 years in financial services.
Source
“Since June 2021, Mr. Gardner has been the Senior Managing Director at Sutter Securities, Inc.”
High confidenceView in filing → - Richard IngrassiaDirector Nominee
Over 30 years in finance, investment banking, and consulting. Managing Member of Wheelhouse Digital Studios LLC since January 2018; CFO of Atlas Reality, Inc. from February 2017 to October 2024; previously Managing Director of Digital Offering LLC and Senior Research Analyst at Roth Capital Partners.
Source
“Since January 2018, Mr. Ingrassia has served as a Managing Member of Wheelhouse Digital Studios LLC, a venture capital company.”
High confidenceView in filing → - Tania Sutin BleibergDirector Nominee
Sector Director of Business and Services at INACAP since November 2023 and board member of Fundación Kodea. Previously Executive Director at Talento Digital para Chile and held roles at InvestChile and CORFO. Holds an MSc in Management from the London School of Economics.
Source
“Since November 2023, Ms. Sutin Bleiberg has served as Sector Director of Business and Services (Directora Sectorial Administracion y Servicios) at INACAP, the largest higher-education institution in Chile.”
High confidenceView in filing →
What the company does
The problem it solves and how it differentiates.
Ticketplus is a technology company that provides a proprietary, full-stack platform powering live events across Latin America, integrating ticketing, payments, access control, and data analytics. It operates through two models: a full-operations model serving as the end-to-end infrastructure partner (currently deployed in Chile), and a white-label SaaS model licensing its platform to regional ticketing companies and venues operating under their own brands across 11 countries. The platform is built entirely in-house, designed to support diverse Latin American payment methods, regulatory frameworks, and operational requirements that global incumbents have struggled to address.
Source
“We provide a proprietary, full-stack event platform that supports event discovery, primary ticketing, access control, payments, analytics, and post-event insights for promoters, venues, sports organizations, and ticketing companies. Since our founding in 2014 in Chile, we have expanded through a dual business model strategy: (1) a full-operations model where we act as the primary ticketing platform and deliver end-to-end infrastructure and services and (2) a white-label software-as-a-service, or SaaS, model where we license our platform to regional ticketing companies, venues, and promoters who operate under their own brands while using our technology.”
Market & competition
The market it plays in and who it competes with.
Ticketplus targets the Latin American smart ticketing and live events market, operating across 11 countries with a fragmented competitive landscape. The company serves promoters, venues, sports organizations, and cultural institutions through primary ticketing and white-label SaaS models, addressing a large and growing addressable market that includes ticketing service fees, SaaS licensing, access control hardware, data analytics, and payment processing.
Source
“We serve a large and growing addressable market spanning primary ticketing service fees generated as a percentage of gross merchandise value flowing through our platform, recurring white-label SaaS licensing fees, and ancillary streams including access control hardware sales and leasing, data analytics services, and payment processing. We believe the fragmented nature of the Latin American ticketing landscape, as detailed in our industry analysis, creates significant consolidation and market share capture opportunities.”
Financials
Revenue, profitability, and cash, from the financial statements.
- Revenue
- $29.5M (Year ended December 31, 2025)
- Net income
- $2.2M net income (Year ended December 31, 2025)
- Cash & equivalents
- $4.0M (as of December 31, 2025)
- Burn rate
- $9.3M operating cash flow (Year ended December 31, 2025)
Source
“Revenue from ordinary activities $ 29,462,572”
Source
“Results from continuing operations $ 2,243,909”
Source
“Cash and cash equivalents $ 3,980,838”
Source
“Net cash provided by (used in) operating activities 9,299,698”
Statement-derived (Year ended December 31, 2025; figures in ones).
The offering
Use of proceeds, pricing, and dilution to new investors.
- continued development and maintenance of platform and related products and services, including investments in ticketing infrastructure, payment processing capabilities, and data analytics systems
- international expansion and strategic acquisitions, including potential acquisitions of complementary ticketing businesses, venue management systems, or technology companies
- sales and marketing, including initiatives to accelerate customer acquisition and expand presence across existing and new markets
- working capital and general corporate purposes
- Offering price / share
- $14.00
- Net proceeds
- $22.3 million
- Dilution / share
- $13.03
- NTBV / share (adj.)
- $0.97
- Shares out (after)
- 12,485,617
Source
“based on an assumed initial public offering price of $14.00 per share, which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus”
Source
“After deducting the estimated underwriters' discounts, commissions and offering expenses payable by us, we expect to receive net proceeds of approximately $22.3 million from this offering (or approximately $25.8 million if the underwriters exercise the over-allotment option in full), based on an assumed initial public offering price of $14.00 per share”
Source
“an immediate dilution in net tangible book value of $13.03 per share to purchasers of our Ordinary Shares in this offering”
Source
“our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately $12,097,377, or approximately $0.97 per share”
Source
“Total 12,485,617 100.0 % $ 25,156,354 100.0 % $ 2.02”
Source
“After deducting the estimated underwriters' discounts, commissions and offering expenses payable by us, we expect to receive net proceeds of approximately $22.3 million from this offering”
Control & governance
Share classes, founder voting control, board, and insider conflicts — the founder-control signals.
One vote per share across all classes — no super-voting.
Founders hold 19.2% economic · 19.2% voting
5 directors · 3 independent · Chair is separate from the CEO
Concentrated dependence on a single leader, flagged in the filing.
Source
“Our success depends upon the continued service of our senior management team and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel.”
- Corporate Reorganization — Contribution Agreement with Founders
On December 15, 2025, Ticketplus Ltd. entered into a contribution agreement with Yethro Dinamarca Santelices, Chien-Fu Chen Chen, and Sebastián Orellana Moreno, pursuant to which they contributed all shares of Ticketplus Group SpA in exchange for an aggregate of 10,000,000 Class B Ordinary Shares and 189,525 Class A Ordinary Shares of Ticketplus Ltd.
Source
“we entered into a contribution agreement with Yethro Dinamarca Santelices, Chien-Fu Chen Chen, and Sebastián Orellana Moreno, the shareholders of Ticketplus Group SpA, pursuant to which the shareholders contributed all issued and outstanding ordinary shares of Ticketplus Group SpA to Ticketplus Ltd. in consideration for the allotment and issuance by Ticketplus Ltd. of an aggregate of 10,000,000 Class B Ordinary Shares and 189,525 Class A Ordinary Shares.”
High confidenceView in filing → - Loans from Argentina Real Estate 1 LLC (Dinamarca-owned entity)
Argentina Real Estate 1 LLC, beneficially owned by director and Chair Yethro Dinamarca Santelices, provided unsecured, non-interest-bearing working capital loans to the Company, with $2,213,140 outstanding as of December 31, 2025, maturing December 31, 2029.
Source
“Argentina Real Estate 1 LLC Loan Beneficially owned by Yethro Dinamarca Santelices, director and Chair of the board of directors 2,213,140 1,711,466”
High confidenceView in filing → - Loans from Te vi SpA (Dinamarca-owned entity)
Te vi SpA, beneficially owned by director and Chair Yethro Dinamarca Santelices, provided an unsecured, non-interest-bearing working capital loan to the Company, with $339,293 outstanding as of December 31, 2025, maturing December 31, 2029.
Source
“Te vi SpA Loan Beneficially owned by Yethro Dinamarca Santelices, director and Chair of the board of directors 339,293 -”
High confidenceView in filing → - Trade payables to Ozmo SpA and Global Services SpA (Dinamarca-owned entities)
Ozmo SpA and its wholly owned subsidiary Global Services SpA, beneficially owned by director and Chair Yethro Dinamarca Santelices, provided technology services to the Company, with $3,203,029 in trade payables outstanding as of December 31, 2025.
Source
“Ozmo SpA and its wholly owned subsidiary, Global Services SpA Trade Payable Beneficially owned by Yethro Dinamarca Santelices, director and Chair of the board of directors 3,203,029 106,767”
High confidenceView in filing →
Lock-up schedule & insider ownership
When insider shares unlock, and who holds them — the part most tools skip.
Lock-up schedule
When insider shares unlock signals when selling pressure may arrive. Conditional unlocks have no fixed date and are shown as such — they are not collapsed to a single guessed date.
- Directors, officers, and principal shareholders (5% or more shareholders)Share count not disclosedNo fixed dateFixed date
180 days following the date of this prospectus
Source
“Our officers, directors and principal shareholders (5% or more shareholders) have agreed to a 180-day "lock-up" period from the date of this prospectus with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued. This means that, for a period of 180 days following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the representatives.”
High confidenceView in filing → - Company (issuer)Share count not disclosedNo fixed dateFixed date
180 days following the date of this prospectus
Source
“We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for 180 days following the date of this prospectus, subject to certain customary exceptions, without the prior written consent of the representatives.”
High confidenceView in filing → - Directors, officers, and principal shareholders (5% or more shareholders)Share count not disclosedNo fixed dateDiscretionary
Representatives may waive or shorten the lock-up period at their discretion
Source
“The representatives have advised us that they have no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at their discretion.”
High confidenceView in filing →
Insider ownership
Beneficial ownership as reported in the S-1 (includes shares deemed beneficially owned via options and affiliated entities). Percentages are beneficial, not record, ownership.
| Holder | Shares | % pre-IPO | % post-IPO | Source |
|---|---|---|---|---|
Chien-Fu Chen Chen Chief Executive Officer and Director | 2.2M | 22% | 18% | Source“Chien-Fu Chen Chen, Chief Executive Officer and Director 2,243,733 22.0 2,243,733 18.0” High confidenceView in filing → |
Joaquín Jadue Chief Financial Officer | — | — | 1.2% | Source“Joaquín Jadue, Chief Financial Officer - - 153,846 1.2” High confidenceView in filing → |
Yethro Dinamarca Santelices Director and Chair of the Board | 7.8M | 76.1% | 62.1% | Source“Yethro Dinamarca Santelices, Director and Chair of the Board 7,756,267 76.1 7,756,267 62.1” High confidenceView in filing → |
Christopher Gardner, Director Nominee(3) Director Nominee | — | — | — | Source“Christopher Gardner, Director Nominee(3) - - 11,111 *” High confidenceView in filing → |
Richard Ingrassia, Director Nominee(4) Director Nominee | — | — | — | Source“Richard Ingrassia, Director Nominee(4) - - 11,111 *” High confidenceView in filing → |
Tania Sutin Bleiberg, Director Nominee(5) Director Nominee | — | — | — | Source“Tania Sutin Bleiberg, Director Nominee(5) - - 11,111 *” High confidenceView in filing → |
All directors and executive officers as a group (6 persons)(6) Directors & executive officers (group) | 10M | 98.1% | 81.6% | Source“All directors and executive officers as a group (6 persons)(6) 10,000,000 98.1 10,187,179 81.6” High confidenceView in filing → |
Risk flags
Key items from the Risk Factors section.
- Event Supply and Demand Risk
Our revenue depends on the supply of and consumer demand for live events such as concerts, sports, and theater. A decrease in event frequency, artist availability, or consumer willingness to attend could materially reduce ticket sales and fee revenue.
Source
“Ticket sales are sensitive to fluctuations in the number, frequency, pricing and popularity of sports, concerts, theater and other live events and activities offered by promoters, teams and facilities.”
High confidenceView in filing → - Chile-Specific Political and Economic Risks
Operating primarily in Chile exposes us to social unrest, policy changes, natural disasters, currency volatility, and active consumer protection enforcement, any of which could increase costs or reduce event volumes.
Source
“Chile has experienced periods of social unrest, nationwide demonstrations, and policy uncertainty in recent years...Any resurgence of social or political instability, constitutional or legislative changes, or shifts in public policy...could depress consumer confidence, lead organizers to postpone or cancel events, constrain venue operations, or increase our compliance and operating costs.”
High confidenceView in filing → - Intense Competition in Ticketing
We face competition from other primary ticketing platforms and secondary marketplaces; intensifying competition may require increased spending or fee reductions, reducing revenue and profit margins.
Source
“Intensifying competition may require us to increase marketing and promotional spending, reduce fees, or invest more heavily in product development, any of which could adversely impact our results.”
High confidenceView in filing → - Cybersecurity and Data Breach Risk
Breaches of our network security or those of third parties could expose sensitive customer data, disrupt operations, and subject us to litigation, regulatory penalties, and reputational damage.
Source
“Penetration of our network or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personal information, could cause interruptions in our operations and subject us to increased costs, litigation, inquiries and actions from governmental authorities, and financial or other liabilities.”
High confidenceView in filing → - Third-Party Technology Infrastructure Dependency
We rely on AWS, Cloudflare, and other third-party providers for critical operations; disruptions, service terminations, or unfavorable pricing changes could impair our platform and harm our business.
Source
“Any disruption, deterioration or discontinuation of service from these providers, whether due to system failures, cybersecurity incidents, natural disasters, changes in service terms, price increases, or the termination of our agreements with them, could significantly impair our ability to operate our platform, process transactions, communicate with customers, prevent fraudulent activities, and serve our customers.”
High confidenceView in filing → - Foreign Exchange Rate Risk
Our financials are reported in U.S. dollars but revenues and expenses are partly in Chilean pesos and other currencies; exchange rate fluctuations could materially impact reported results and cash flows.
Source
“our business and share price may be affected by fluctuations between the Chilean peso and the U.S. dollar and the U.S. dollar and the currencies of the other countries in which we operate, which may have a significant impact on our reported results of operations and cash flows from period to period.”
High confidenceView in filing → - Substantial Indebtedness
We had approximately $13.2 million in bank loans as of December 31, 2025; this debt could limit financial flexibility, increase vulnerability to economic downturns, and our inability to refinance could materially harm our business.
Source
“As of December 31, 2025, we had outstanding bank loans totaling approximately $13.2 million from Banco Estado, Banco Itaú, and Banco Santander. These loans bear interest at rates ranging from approximately 4.69% to 9.77%.”
High confidenceView in filing → - Internal Controls Deficiency Risk
Our internal controls over financial reporting may not meet Section 404 of the Sarbanes-Oxley Act standards; failure to establish effective controls could result in financial restatements and loss of investor confidence.
Source
“Our internal controls over financial reporting currently may not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 could impair our ability to produce timely and accurate financial statements or comply with applicable regulations.”
High confidenceView in filing → - Extraordinary Events and Pandemics
Mass-casualty incidents, terrorist attacks, disease epidemics, natural disasters, and similar extraordinary events can deter event occurrence, reduce demand, and obligate us to issue refunds for cancelled events.
Source
“The occurrence and threat of extraordinary events, including public safety concerns or disruptions, intentional or unintentional mass-casualty incidents, acts of civil unrest, terrorist attacks, military actions, disease epidemics or other public health concerns...may deter or prevent artists, sports teams, promoters, or event venues from performing, playing, or operating and substantially decrease the demand for live events.”
Medium confidenceView in filing → - Data Privacy and Processing Liability Risk
Processing personal data subjects us to complex, evolving privacy laws in Chile, the U.S., EU, and other jurisdictions; non-compliance could result in investigations, fines, litigation, and reputational harm.
Source
“These activities subject us to numerous federal, state, and international laws and regulations, industry standards, external and internal privacy and security policies, and contractual requirements addressing privacy, data protection, and the processing of such data and information.”
Medium confidenceView in filing →
Underwriters
The banks running the offering, from the filing. Informational only — not a recommendation or where to buy.
Underwriters allocate IPO shares primarily to their institutional and wealth-management clients; a directed share program (when present) reserves shares for company insiders/affiliates, not the general public. Not investment advice.
Source
“In connection with this offering, we will enter an underwriting agreement with Bancroft Capital, LLC, Roth Capital Partners, LLC and MDB Capital, the operating name for Public Ventures, LLC (who we refer to each as a representative, and together, the representatives) as the representatives of the underwriters named in this prospectus.”