Form 424B3 Ticketplus Ltd.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-296318

 

Prospectus Supplement No. 1 to Prospectus dated August 6, 2026

 

 

Ticketplus Ltd.

1,875,000 Ordinary Shares

 

This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) relates to the Prospectus of Ticketplus Ltd. (“we,” “us,” or “our”), dated August 6, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, which forms a part of our Registration Statement on Form F-1, as amended (Registration No. 333-296318). Capitalized terms used in this Prospectus Supplement No. 1 and not otherwise defined herein have the meanings specified in the Prospectus.

 

This Prospectus Supplement No. 1 is being filed to include the information in our Report on Form 6-K which was furnished to the Securities and Exchange Commission on August 19, 2026.

 

This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that the information in this Prospectus Supplement No. 1 supersedes the information contained in the Prospectus, and may not be delivered without the Prospectus.

 

Our Ordinary Shares are traded under the symbol “TP” on NYSE American. On August 19, 2026, the closing price of our Ordinary Shares on NYSE American was $7.10.

 

We are an “emerging growth company” under applicable federal securities laws and as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus and future filings.

 

We are a “foreign private issuer” under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus and future filings.

 

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 10 OF THE PROSPECTUS.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement No. 1 is August 20, 2026.

 

 

 

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

 

 

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