# Ticketing Infrastructure NewCo
## Investment, Equity, and Launch Memorandum

**Working draft — September 3, 2026**  
**Launch jurisdiction: Colombia**  
**Round currency: Colombian pesos (COP)**

> The industry does not need another ticket storefront. It needs a control layer that makes every ticket a verifiable, programmable, and traceable right.

## Investment thesis

The proposition is a ticketing infrastructure platform that governs the complete lifecycle of every ticket: sale, identity, ownership, transfer, resale, admission, and settlement. Each ticket is represented as a unique NFT; blockchain provides a shared, verifiable record while the buyer retains conventional payments and a frictionless experience without Web3 complexity.

The technical foundation already combines Laravel, React, conventional payments, custodial wallets, ERC-721 issuance, IPFS metadata, and on-chain monitoring. The round will fund an independent Colombian company, founder-led product direction and execution, lean technical compensation, selective engagement of one or two additional contributors, product consolidation, and commercial activation in Colombia.

The opportunity comes from a structural market failure. Traditional platforms record a ticket as a row in a closed database. This platform turns it into a rule-bound digital right: who may issue it, when it may be transferred, how much it may cost on resale, when it becomes invalid, and how organizer proceeds are settled.

For the buyer, blockchain should be invisible. For the organizer, it should be a verifiable source of control.

## Product being financed

The platform will be the ticketing operating system for organizers, venues, and promoters that need:

- primary sales using conventional payments;
- one unique NFT ticket per seat or admission right;
- custodial wallets that remove Web3 onboarding friction;
- admission validation and double-use prevention;
- resale inside a controlled marketplace;
- price caps, transfer windows, and authorized-operator lists;
- transparent settlement of platform fees and organizer proceeds;
- end-to-end traceability without exposing fans to keys or blockchain complexity.

The commercial model combines a B2B SaaS license, a fee per issued ticket, a transaction fee on controlled resale, enterprise integrations, and white-label modules. The architecture allows pricing, revenue share, settlement, and rules to be configured per provider without fragmenting the operation.

### Partner Deal Desk: the strategic investor advantage

The Lead Investor may also serve as the launch commercial partner. A deal-management module will create separate provider workspaces, onboard their events, and configure account-specific economics: revenue share, per-ticket fee, resale commission, settlement timing, transfer rules, and white labeling. The investor’s own events may operate on preferred founding-partner terms.

Those terms must be documented in a **commercial agreement separate** from the share subscription, with no permanent nationwide exclusivity, minimum pricing that protects NewCo’s margin, and board approval for related-party transactions. The investor receives a real distribution advantage without restricting NewCo’s future financing capacity.

## Proposed Colombian seed-capital round

| Item | Proposal |
|---|---:|
| Implied pre-money financing price | **COP 683,333,333** |
| Total Lead Investor commitment | **COP 150,000,000** |
| Implied post-money financing price | **COP 833,333,333** |
| Lead Investor ownership after the full round | **18.00%** |
| Economic price per percentage point | **COP 8,333,333** |
| Recommended instrument | Priced share subscription in a Colombian S.A.S. |

The price is a negotiable financing proposal, not a promise of future valuation. It recognizes the architecture already built, the intellectual property to be consolidated in NewCo, the team’s capabilities, and the right to participate in a platform with multiple potential revenue streams.

### Staged subscription

| Round | Funding | Incremental ownership | Cumulative ownership | Value layer |
|---|---:|---:|---:|---|
| I · Core | **COP 50M** | **6%** | **6%** | Founder leadership, lean technical compensation, and the ticket-policy foundation |
| II · Operations | **COP 50M** | **6%** | **12%** | Deal engine, admission, settlement, and provider integration |
| III · Market | **COP 50M** | **6%** | **18%** | Production deployment, commercial activation, and scaling capacity |

Ownership accrues only against capital actually funded. The three closings form one round at the same economic price per point; Colombian counsel must define the corporate mechanism and objective conditions for each closing.

The recommended entity is a Colombian **Sociedad por Acciones Simplificada (S.A.S.)**, supported by investment-ready bylaws and a shareholders’ agreement. If the Lead Investor is a non-resident, the inflow and registration of foreign investment must follow Banco de la República exchange-control rules. Any foreign-currency equivalent is set using the applicable rate at closing and is intentionally not fixed in this memorandum.

## Capitalization table

### After the full round

| Holder | Ownership |
|---|---:|
| Founder | **72.00%** |
| Lead Investor | **18.00%** |
| Key Developer A | **5.00%** |
| Key Developer B | **5.00%** |
| **Total** | **100.00%** |

### After both developers earn their milestones

The additional shares are issued on a fully disclosed, dilutive basis. They are not presented as free anti-dilution protection.

| Holder | Ownership | Change |
|---|---:|---:|
| Founder | **68.00%** | −4.00 pp |
| Lead Investor | **17.00%** | −1.00 pp |
| Key Developer A | **7.50%** | +2.50 pp |
| Key Developer B | **7.50%** | +2.50 pp |
| **Total** | **100.00%** | — |

The investor should receive a pro rata participation right in future rounds and in the milestone issuance, but not full-ratchet anti-dilution. If the investor elects to maintain 18%, the investor may purchase the difference at the applicable fair value when the milestones are certified.

## Suggested economics and governance

- 1× non-participating economic preference, if Colombian counsel confirms the appropriate share and bylaw mechanism.
- Pro rata rights, quarterly information rights, and a board seat for the Lead Investor.
- Initial three-person board: two founder designees and one Lead Investor designee, even though a Colombian S.A.S. does not require a board by default.
- Reserved matters limited to extraordinary issuances, a company sale, material debt, changes in purpose, and related-party transactions.
- Complete assignment to NewCo of the code, contracts, brands, domains, documentation, and all other required intellectual property.
- No investor veto over day-to-day operations or ordinary product decisions.

## Developer equity and retention

Each developer receives a 5% base grant subject to four-year vesting:

- 12-month cliff;
- 25% vested on the first anniversary;
- the remaining 75% vested monthly over 36 months;
- NewCo repurchase of unvested shares when service ends;
- 25% acceleration of the then-unvested balance only on a double trigger: change of control and termination without cause within the following 12 months.

The additional 2.5% per developer is split into two 1.25 percentage-point tranches. It is documented at closing but granted only after formal board certification.

### Milestone 1 — End-to-end operational core (+1.25 pp per developer)

All of the following must be achieved:

1. Purchase, NFT issuance, custodial wallet, validation, event administration, and controlled transfer integrated end to end.
2. A configurable policy with authorized operators, a resale cap, pausing, refunds, and revocation.
3. Reproducible deployment, CI/CD, automated tests, and enough documentation for another developer to operate the system.
4. Acceptance with no blocking defects or known critical findings without an approved remediation plan.

### Milestone 2 — Demonstrated reliability and maintainability (+1.25 pp per developer)

All of the following must be achieved after delivery:

1. Corrective maintenance included for the agreed scope, with clearly assigned operational owners.
2. Monitoring, alerts, and incident response under agreed service levels.
3. Measurable performance and availability in operation.
4. Verified security, backups, recovery, and dependency updates.
5. Documentation and knowledge transfer kept current.

These thresholds are proposed contractual targets. Before signing, the board must define data sources, measurement periods, exclusions, cure periods, and the certifying party.

## Blockchain and NFT approach

### Developed technical foundation

1. **Purchase:** Stripe and the backend handle conventional payment.
2. **Identity:** the system creates or links a custodial wallet.
3. **Metadata:** IPFS stores the ticket’s verifiable description.
4. **Issuance:** an ERC-721 contract mints a unique ticket and links the token to its event.
5. **Record:** on-chain events support indexing of issuance and transfers.
6. **Royalties:** ERC-2981 publishes royalty information; under the standard, payment remains voluntary outside a marketplace that enforces it.

### Next product layer

1. **Ticket Policy Contract:** transfer rules, price cap, resale window, pausing, refunds, and revocation.
2. **Controlled marketplace:** escrow and atomic settlement that enforce price, platform fee, and organizer proceeds.
3. **Admission:** rotating signed QR credentials and low-latency redemption records; venue entry must not wait for on-chain confirmation.
4. **Secure administration:** separated roles, multisig, delays for sensitive changes, and an incident-response plan.
5. **Professional custody:** HSM or MPC, separation of duties, key rotation, and audited recovery.

The NFT is not presented as an isolated collectible. It is the verifiable container for the admission right. The defensible advantage emerges when identity, transfer policy, controlled marketplace, validation, and settlement operate as one experience: blockchain as infrastructure, not user friction.

## Proposed use of funds

| Allocation | Percentage | Intended outcome |
|---|---:|---|
| Founder leadership and product execution | 20% · **COP 30M** | Executive leadership, product, fundraising, and commercial execution |
| Key-developer and additional-contributor compensation | 20% · **COP 30M** | Technical continuity under a lean cash structure |
| Product and commercial activation | 25% · **COP 37.5M** | Integrations, demonstrations, and provider operations |
| Infrastructure, security, and tools | 15% · **COP 22.5M** | Capacity to deploy and operate the platform |
| Formation, IP, compliance, and contracts | 10% · **COP 15M** | A financeable S.A.S. with clean IP ownership |
| Operations and contingency reserve | 10% · **COP 15M** | Administration and capacity for unplanned costs |

### Compensation caps funded by the round

| Role | Maximum monthly reference | Total round cap | Economic component |
|---|---:|---:|---|
| Founder / executive and product leadership | **COP 5M** | **COP 30M** | Operating compensation; not a secondary sale of founder shares |
| Key Developer A | **COP 5M** | **COP 10M** | Plus 5% initial ownership with a path to 7.5%, subject to vesting and milestones |
| Key Developer B | **COP 5M** | **COP 10M** | Plus 5% initial ownership with a path to 7.5%, subject to vesting and milestones |
| One or two additional developers | **Up to COP 5M per person** | **COP 10M combined** | Selective engagement based on need; no equity by default |

These figures are maximum cash-compensation references, not guaranteed net salaries. Employment or services structure, benefits, social security, withholding, and NewCo’s total company cost must be defined with Colombian labor and accounting counsel. No payment may exceed its approved cap without corporate authorization.

## Controlled dilution strategy

The following path preserves the founder’s economic majority, provided that no unmodeled SAFEs, notes, option-pool increases, or other issuances are added.

| Point in time | Founder | Lead Investor | Developers | Future pool | Series A | Series B |
|---|---:|---:|---:|---:|---:|---:|
| After milestones | 68.00% | 17.00% | 15.00% | — | — | — |
| After a 3% pool | 65.96% | 16.49% | 14.55% | 3.00% | — | — |
| Series A: 12% maximum | 58.04% | 14.51% | 12.80% | 2.64% | 12.00% | — |
| Series B: 10% maximum | **52.24%** | 13.06% | 11.52% | 2.38% | 10.80% | 10.00% |

Readiness targets, not valuation promises:

- **Series A:** audited product, 8–12 paying B2B accounts, positive contribution margin, and a repeatable sales process. Indicative pre-money range: COP 15B–25B. Target dilution: 10%–12%.
- **Series B:** expansion across Colombia and at least one regional market, demonstrable recurring revenue, strong retention, and reliable high-volume operations. Indicative pre-money range: COP 50B–80B. Target dilution: 8%–10%.

With only 2.24 percentage points of headroom after the full scenario, any bridge or later pool increase could cost the founder the economic majority. That constraint must be actively managed at board level rather than deferred to the next round.

## Lead Investor return case

Without exercising pro rata rights, and after the pool, Series A, and Series B described above, the Lead Investor’s estimated ownership would be 13.06%.

| NewCo exit value | Gross stake value | Gross multiple on COP 150M |
|---|---:|---:|
| COP 25B | COP 3.265B | 21.8× |
| COP 50B | COP 6.53B | 43.5× |
| COP 100B | COP 13.06B | 87.1× |

These scenarios exclude taxes, later-round preferences, debt, transaction costs, and additional pro rata investment. They are not forecasts.

## Message to the Lead Investor

The investment positions the Lead Investor inside the layer that can govern issuance, transfer, resale, admission, and settlement. With COP 150M funded across three closings, the investor acquires up to 18% of the S.A.S. and receives a preferred path to onboard providers and operate owned events under configurable terms.

The thesis is simple: whoever controls issuance, transfer, admission, and settlement rules controls the economic relationship between organizer and fan.

## Message to the developers

You are the technical core of a new company. The round reserves COP 10M for each key developer and a combined COP 10M pool for one or two additional contributors. Monthly cash is intentionally lean because the primary upside is equity: the initial collective 10% recognizes your responsibility, and the additional 5% rewards turning the architecture into secure, measurable, production-ready infrastructure. Vesting protects continuity, while milestones convert technical outcomes into real economic ownership.

## Reference sources

- Bogotá Chamber of Commerce, guide to forming a Colombian S.A.S. https://bibliotecadigital.ccb.org.co/server/api/core/bitstreams/0b98a4cc-17d6-411e-8451-d9fbf08c52e8/content
- Banco de la República, registration of foreign investment in Colombia. https://www.banrep.gov.co/es/politica-monetaria-cambiaria/regulacion-operaciones-cambiarias/inversion-extranjera-colombia-colombiana-exterior
- Superintendencia Financiera de Colombia, collaborative financing guidance. https://www.superfinanciera.gov.co/publicaciones/10115001/superfinanciera-presenta-guias-practicas-sobre-financiacion-colaborativa-en-colombia/
- U.S. GAO, *Event Ticket Sales*: bot, resale, and fee issues. https://www.gao.gov/products/gao-18-347
- U.S. Department of Justice, Live Nation–Ticketmaster lawsuit: competitive pressure and constrained innovation. https://www.justice.gov/archives/opa/pr/justice-department-sues-live-nation-ticketmaster-monopolizing-markets-across-live-concert
- EIP-721, non-fungible token standard. https://eips.ethereum.org/EIPS/eip-721
- EIP-2981, NFT royalty-information standard. https://eips.ethereum.org/EIPS/eip-2981
- OpenZeppelin, smart-contract access control. https://docs.openzeppelin.com/contracts/5.x/access-control

## Notice

This document is a strategic proposal and does not constitute legal, tax, accounting, financial, or securities advice or an offer of securities. Corporate and tax counsel, formal board approval, and a recognized cap-table platform must document the structure. Smart contracts may mirror schedules and certifications, but they do not replace the legal issuance of shares.