21.Related Party Transactions

On March 22, 2024, the Company entered into an Unsecured Credit Facility (the “2024 Credit Facility”) with Gerard Barron, the Company’s Chief Executive Officer and Chairman, and ERAS Capital LLC, the family fund of one of the Company’s directors, (collectively, the “2024 Lenders”), pursuant to which, the Company may borrow from the 2024 Lenders up to $20 million in the aggregate ($10 million from each of the 2024 Lenders), from time to time, subject to certain conditions. All amounts drawn under the 2024 Credit Facility will bear interest at the 6-month Secured Overnight Funding Rate (SOFR), 180-day average plus 4.0% per annum payable in cash semi-annually (or plus 5% if paid-in-kind at maturity, at our election) on the first business day of each of June and January. The Company will pay an underutilization fee equal to 4.0% per annum payable semi-annually for any amounts that remain undrawn under the 2024 Credit Facility. The 2024 Credit Facility also contains customary events of default. On August 13, 2024, the Company entered into the First Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit of the 2024 Credit Facility to $25 million in the aggregate ($12.5 million from each of the 2024 Lenders). On November 14, 2024, the Company entered into the Second Amendment to the 2024 Credit Facility with the 2024 Lenders, to increase the borrowing limit to $38 million in the aggregate ($19 million from each of the 2024 Lenders) and to extend the maturity of the 2024 Credit Facility to December 31, 2025. As per the Second Amendment, the rate of underutilization fee was retroactively increased from March 22, 2024, to 6.5% on any undrawn amounts under the 2024 Credit Facility. On March 26, 2025, the Company entered into the Third Amendment to the 2024 Credit Facility with the 2024 Lenders, to, among other things, increase the borrowing limit to $44 million in the aggregate ($22 million from each of the 2024 Lenders) and extend the maturity of the 2024 Credit Facility to June 30, 2026 with the 2024 Lenders having an option to extend the maturity date by up to two additional one year periods. As per the Third Amendment to the 2024 Credit Facility, the underutilization fees are to be paid quarterly in cash or shares at the 2024 Lenders election and the 2024 Lenders have an option to terminate the credit facility upon certain financing events.

During the year ended December 31, 2025, the Company repaid $4.3 million respectively of the drawn amount and did not draw from the 2024 Credit Facility any further (December 31, 2024: The Company drew $4.3 million from the 2024 Credit Facility and made no repayments). For the year ended December 31, 2025, the Company incurred $0.1 million as interest expense, and $2.6 million as underutilization fees (December 31, 2024, the interest incurred amounted to $0.2 million and underutilization fees incurred amounted to $1.1 million). In 2025, the Company repaid interest amounting to $0.4 million (December 31, 2024: $25 thousand), and underutilization fees amounting to $2.8 million (December 31, 2024: $0.1 million). As of December 31, 2025, the amount payable as underutilization fees was $0.7 million and was recorded as accounts payable (Note 13).

The 2025 Registered Direct Offering included $20 million from the participation of parties related with one of the Company’s directors appointed in the Annual General Meeting held in the second quarter of 2025.

During the second quarter of 2025, the Company entered into consulting agreements with two individuals who subsequently became directors to provide strategic advisory services to the Company. The consideration for the consulting services provided by the directors was in the form of RSUs and stock options (Note 18).

During the year ended December 31, 2025, the Company incurred consulting fees of $0.3 million paid to immediate family members of management, which are included in general and administrative expenses (2024: $0.1 million). As at December 31, 2025, consulting fees payable to immediate family members of management was $57 thousand (2024: $14 thousand).

One of the Company’s directors is the Chairman of Robertsbridge Consultants Limited, which provides the Company with consulting services. During the year ended December 31, 2025, Robertsbridge Consultants Limited provided consulting services amounting to $5 thousand, recorded in general and administrative expenses (2024: $26 thousand). As at December 31, 2025, the amount payable to Robertsbridge Consultants Limited was $nil.

Apart from the above-mentioned transactions, the Company had transactions with Allseas which are detailed in Note 8 and issued share-based grants to the Company’s directors which are detailed in Note 18 and received proceeds from investees which are detailed in Note 9.