v3.26.1
Deferred Offering Cost
6 Months Ended
Jun. 30, 2026
Deferred Offering Cost [Abstract]  
DEFERRED OFFERING COST
4. DEFERRED OFFERING COST

 

Under the Share Purchase Agreement (Note 6), we issued a warrant on Direct Listing date to the investor granting the right to purchase 1,192,207 shares of our common stock representing 4% of the total equity interest, as of that date, at an exercise price of $5.03. The warrant was recognized at fair value on the issuance date as a derivative liability with offsetting debit to deferred offering cost asset recorded on the condensed consolidated balance sheets. The deferred offering cost relating to this warrant is being amortized on straight-line basis over the term of the agreement with related expense being recorded in condensed consolidated statement of operations.

 

Under the Share Purchase Agreement (Note 6), the investor was also entitled to a 1% commitment fee of the Aggregate Limit (defined in Note 6), either in cash or common stock, which was settled through issuance of 161,905 shares of our common stock. The commitment fee was initially recorded, on Direct Listing date, on the condensed consolidated balance sheets as a deferred offering cost which is being amortized on straight-line basis over the term of the agreement with related expense being recorded in condensed consolidated statement of operations.

 

Upon entering the Loan and Security Agreement (Note 8), we recorded debt discount relating to Tranche 2 as deferred offering cost on the condensed consolidated balance sheets. The deferred offering cost relating to Tranche 2 will either be reclassified as debt discount upon drawing of Tranche 2 or recognized as an expense in condensed consolidated statement of operations if we do not draw-down the Tranche 2 under the Loan and Security Agreement.

 

The following table summarized the activity related to deferred offering cost for the six months ended June 30, 2026:

 

    Amount  
As at December 31, 2025   $ 5,956,424  
Addition - Avenue Tranche 2 deferred offering cost on March 23, 2026     716,415  
Amortization of deferred offering cost     (1,116,394 )
As at June 30, 2026   $ 5,556,445  

 

As of June 30, 2026, future expected amortization of deferred offering cost is as follows:

 

    Amount  
2026   $ 1,075,562  
2027     2,867,539  
2028     1,613,344  
    $ 5,556,445