v3.26.1
Share Capital (Tables)
12 Months Ended
Dec. 31, 2025
Share Capital [Abstract]  
Schedule of Reorganization Transaction

($ represent unrounded amounts)

 

Number of
fully paid
shares

 

Amount

January 1, 2024

 

1,000

 

$

1,000

Shares issued

 

 

 

December 31, 2024

 

1,000

 

$

1,000

       

 

 

January 1, 2025

 

1,000

 

 

1,000

Issuance of shares to HCVI shareholders upon reverse capitalization(1)

 

4,807,469

 

 

481

Impact of reverse capitalization(1)

 

48,868,960

 

 

3,887

Issue of shares for promissory note(2)

 

406,754

 

 

41

December 31, 2025

 

54,084,183

 

$

5,409

(1)      As described in Notes 1 and 4 the Company completed the Business Combination on June 5, 2025. In connection with the transaction, the Company issued 53,676,429 (see 4,807,469 and 48,868,960 above) Ordinary Shares each with a par value of $0.0001. These shares have been issued as part of the acquisition consideration provided to the SPAC shareholders in exchange for the SPAC’s net assets and listing status.

(2)      A promissory note was issued for debt of $3.5 million which settles the debt in 11 monthly installments of $300 thousand from November 2025 and a final instalment of $200 thousand in September 2026. The debt is settled in the equivalent number of shares. The Company can choose to settle the debt at any point, either in cash or in the equivalent number of shares. The balance payable of $2.9 million at year end is included in trade payables.

Schedule of Condensed Consolidated Interim Statement of Changes in Equity

This describes the nature and purpose of each reserve.

Reserve

 

Description and purpose

Share capital

 

The nominal value of shares issued.

Share premium/other reserves(3)

 

This combines shares premium relating to shares issued and the impact of transactions recognized in equity (see notes 1 and 4).

Retained earnings/deficit

 

Cumulative net gains and losses recognized in the consolidated statements of profit or loss and other comprehensive income plus the corresponding entry for the equity-settled share-based payment expenses recognized

(3)      Reconciliation of share premium/other reserves

Schedule of Share Premium and Other Reserves

The share premium and other reserves reconcile as follows:

 

2025

 

2024

Share premium

 

$

600

 

 

$

Other reserves

 

$

(110,345

)

 

$

   

 

(109,745

)