Shareholders’ equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Shareholders’ equity | Note 17 — Shareholders’ equity Authorized share capital As of June 30, 2026, the Company’s authorized share capital consists of (i) an unlimited number of MVS, (ii) an unlimited number of SVS and (iii) an unlimited number of non-voting and non-participating shares that are exchangeable at the shareholder’s option into SVS (the “Exchangeable Shares”). All three classes of authorized share capital are without par value. The MVS are held directly or indirectly by Mr. Boris Jordan, the Company’s CEO and Chairman. Issued share capital Holders of the SVS are entitled to one vote per share. Holders of the MVS are entitled to 15 votes per share and are entitled to notice of and to attend any meeting of the Company's shareholders, except for shareholder meetings in which only holders of a particular class or series of shares will have the right to vote. The MVS are convertible into SVS on a one-for-one basis at any time at the option of the holder or upon termination of the MVS structure. Effective June 23, 2026, the Company amended its articles to remove the automatic conversion feature of the MVS that was previously triggered upon a listing of the SVS on the Nasdaq Stock Market, New York Stock Exchange or another exchange or marketplace approved by the Board of Directors. Accordingly, the MVS will no longer automatically convert into SVS upon such a listing. The MVS shall automatically convert into SVS upon the earlier to occur of: (i) the transfer or disposition of the MVS by the CEO and Chairman to one or more third parties who are not permitted holders; and (ii) the CEO and Chairman or his permitted holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding SVS and MVS on a non-diluted basis. As of June 30, 2026, the Company's MVS represented approximately 11.8% of the total issued and outstanding shares and controlled approximately 66.8% of the total voting power. As of December 31, 2025, the MVS represented approximately 12.2% of total issued and outstanding shares and controlled approximately 67.5% of the total voting power. As of June 30, 2026 and December 31, 2025, the number of SVS available for issuance under the Company's 2018 Long Term Incentive Plan ("LTIP") was 26,473,750 and 25,749,158, respectively. See Note 19 — Share-based compensation for further detail. As of June 30, 2026, no Exchangeable Shares have been issued. On June 5, 2026, the Company effected a 1-for-3 reverse stock split of its SVS and MVS. Share amounts, per share amounts, voting rights and equity award information included herein have been retrospectively adjusted to reflect the reverse stock split for all periods presented. See Note 2 — Basis of presentation and consolidation for further detail. Repurchase of SVS On April 16, 2026, the Company announced that its Board of Directors had authorized a Normal Course Issuer Bid ("NCIB") pursuant to which it may repurchase up to 11.4 million of its SVS through open-market purchases, subject to applicable securities laws and stock exchange requirements. During the three months ended June 30, 2026, the Company repurchased 93,363 SVS under the NCIB at a weighted-average price of $10.69 per share for an aggregate cost of approximately $1.0 million, including brokerage commissions. All repurchased shares were cancelled and returned to authorized but unissued status. The Company accounts for repurchases under the NCIB as share retirements, with the total repurchase cost recorded as a reduction of shareholders' equity.
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