v3.26.3
Details of Significant Accounts
6 Months Ended
Jun. 30, 2026
Details of Significant Accounts [Abstract]  
Details of Significant Accounts Details of Significant Accounts
6(1)    Cash and cash equivalents
December 31, 2025June 30, 2026
Checking accounts $3,006 $1,839 
Demand deposits 25,010 18,419 
Time deposits 97,700 105,100 
Others260 263 
$125,976 $125,621 
A.The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote. As of June 30, 2026, the majority of our cash and cash equivalents, 92%, are denominated in U.S. Dollars.
B.The Group has no cash and cash equivalents pledged to others.
6(2)    Financial assets at fair value through profit or loss
December 31, 2025June 30, 2026
Current items:
Financial assets mandatorily measured at fair value through profit and loss
Money market funds$— $— 
A.Amounts recognized in profit or loss in relation to financial assets at fair value through profit or loss are as follows:
Six months ended June 30,
20252026
Financial assets mandatorily measured at fair value through profit and loss
Money market funds$$26 
B.The Group has no financial assets at fair value through profit or loss pledged to others.
C.Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).
6(3)    Financial assets at amortized cost
December 31, 2025June 30, 2026
Current items:
Time deposits with maturities over three months$36,300 $36,400 
Non-current items:
US Treasury$10,173 $15,122 
A.Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
Six months ended June 30,
20252026
Interest income from financial assets at amortized cost$772 $897 
B.The counterparties of the Group's time deposits are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote. As of June 30, 2026, 100% of current financial assets at amortized cost are denominated in U.S. Dollars.
C.As at December 31, 2025 and June 30, 2026, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was $46,473 and $51,522, respectively.
D.The Group has no financial assets at amortized cost pledged to others.
E.Information relating to credit risk of financial assets at amortized cost is provided in Note 12(2).
6(4)    Accounts receivable
December 31, 2025June 30, 2026
Accounts receivable$7,748 $6,131 
Less: Allowance for expected credit losses (Note)(181)(176)
$7,567 $5,955 
Note. For movements in the allowance for expected credit losses, please refer to Note 12(2) Credit risk for details.
A.The aging analysis of accounts receivable is as follows:
December 31, 2025June 30, 2026
Not past due$7,124 $5,783 
Up to 30 days75 69 
31 to 90 days149 65 
91 to 180 days286 89 
Over 181 days114 125 
Less: Allowance for expected credit losses(181)(176)
$7,567 $5,955 
The above aging analysis was based on days overdue.
B.As at December 31, 2025 and June 30, 2026, accounts receivable were all from contracts with customers. And as at January 1, 2025, the balance of receivables from contracts with customers amounted to $7,902.
C.As at December 31, 2025 and June 30, 2026, without taking into account other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable was $7,567 and $5,955, respectively.
D.The Group has no accounts receivable pledged to others.
E.Information relating to credit risk of accounts receivable is provided in Note 12(2).
6(5)    Other current assets
December 31, 2025June 30, 2026
Prepaid expenses$2,041 $1,592 
Others 97 114 
$2,138 $1,706 
6(6)    Property, plant and equipment
Leasehold
improvements
MachineryOffice
equipment
Total
At January 1, 2026
Cost$744 $1,568 $56 $2,368 
Accumulated depreciation(706)(921)(46)(1,673)
$38 $647 $10 $695 
Opening net book amount$38 $647 $10 $695 
Additions78 11 95 
Cost of disposals(82)(65)— (147)
Accumulated depreciation on disposals82 64 — 146 
Depreciation expense(41)(119)(4)(164)
Closing net book amount$75 $538 $12 $625 
At June 30, 2026
Cost$739 $1,514 $62 $2,315 
Accumulated depreciation(664)(976)(50)(1,690)
$75 $538 $12 $625 
The Group has no property, plant and equipment pledged to others.
6(7)    Leasing arrangements  —  lessee
A.The Group leases various assets including buildings and business vehicles. Rental contracts are typically made for periods of 2 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leased assets cannot be used as collateral for borrowing purposes and are prohibited from being subleased, sold or lent to others or corporations under any circumstances.
B.Short-term leases with a lease term of 12 months or less include offices located in United States, Japan, China and France.
C.The movements of right-of-use assets of the Group are as follows:
BuildingsBusiness vehiclesTotal
At January 1, 2026
Cost$1,644 $259 $1,903 
Accumulated depreciation(1,098)(146)(1,244)
$546 $113 $659 
Opening net book amount$546 $113 $659 
Additions235 — 235 
Cost of derecognition(194)(68)(262)
Derecognized accumulated depreciation194 68 262 
Depreciation expense(216)(53)(269)
Closing net book amount$565 $60 $625 
At June 30, 2026
Cost$1,685 $191 $1,876 
Accumulated depreciation(1,120)(131)(1,251)
$565 $60 $625 
D.Lease liabilities relating to lease contracts:
December 31, 2025June 30, 2026
Total lease liabilities$683 $644 
Less: current portion (shown as ‘current lease liabilities’)(444)(478)
$239 $166 
E.The information on profit and loss accounts relating to lease contracts is as follows:
Six months ended June 30,
20252026
Items affecting profit or loss
Interest expense on lease liabilities$$
Expense on short-term lease contracts161 133 
$167 $142 
F.For the six months ended June 30, 2025 and 2026, the Group’s total cash outflow for leases were $470 and $416, respectively, including the interest expense on lease liabilities amounting to $6 and $9, expense on short-term lease contracts amounting to $161 and $133, and repayments of principal portion of lease liabilities amounting to $303 and $274, respectively.
6(8)    Intangible assets
GoodwillUnpatented technologySoftwareTotal
At January 1, 2026
Cost$4,739 $1,760 $71 $6,570 
Accumulated amortization and impairment(1,965)(117)(67)(2,149)
$2,774 $1,643 $$4,421 
Opening net book amount$2,774 $1,643 $$4,421 
Amortization charge— (59)(2)(61)
Closing net book amount$2,774 $1,584 $$4,360 
At June 30, 2026
Cost$4,739 $1,760 $71 $6,570 
Accumulated amortization and impairment(1,965)(176)(69)(2,210)
$2,774 $1,584 $$4,360 
A.Details of amortization on intangible assets are as follows:
Six months ended June 30,
20252026
Cost of sales and services$— $59 
Research and development expenses75 
$75 $61 
6(9)    Financial liabilities at fair value through profit or loss
December 31, 2025June 30, 2026
Financial liabilities designated as at fair value through profit or loss
Non-current items:
Warrant liabilities$419 $27 
A.    Amounts recognized in profit or loss in relation to financial liabilities at fair value through profit or loss are as follows:
Six months ended June 30,
20252026
Net gains recognized in profit or loss
Warrant liabilities$1,036 $392 
The amounts presented above are recognized under “Gains (losses) on financial liabilities at fair value through profit or loss” and included within other gains and losses. See Note 6(20) for further details and reconciliation.
B.    Warrant liabilities
(a)Each warrants entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 (in dollars) per share.
(b)As of June 30, 2026, there were 20,850 thousand warrants outstanding, consisting of 20,850 thousand Public Warrants, each warrant is exercisable for one Perfect Class A Ordinary Share, in accordance with its terms.
(c)For the six months ended June 30, 2025 and 2026, no additional warrants were issued, exercised, forfeited or expired.
(d)Redemption of warrants when the price per Perfect Class A Ordinary Shares equal or exceed $18.00 (in dollars).
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
(i) in whole and not in part (ii) at a price of $0.01 (in dollars) per warrant (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”) and (iv) if, and only if, the last reported sale price of the Perfect Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (which the Company refers to as the “Reference Value”) equals or exceeds $18.00 (in dollars) per share.
(e)Redemption of warrants when the price per Perfect Class A Ordinary Share equals or exceeds $10.00 (in dollars).
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
(i) in whole and not in part (ii) at $0.10 (in dollars) per warrant upon a minimum of 30 days’ prior written notice of redemption (iii) provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of Perfect Class A Ordinary Shares (iv) if, and only if, the Reference Value equals or exceeds $10.00 (in dollars) per share and (v) if the Reference Value is less than $18.00 (in dollars) per share.
6(10)    Other payables
December 31, 2025June 30, 2026
Employee bonus$5,325 $6,013 
Promotional fees1,759 2,205 
Payroll2,958 1,953 
Professional service fees756 931 
Platform fees951 737 
Remuneration to directors115 470 
Post and telecommunications expenses291 323 
Sales VAT payables157 209 
Others519 554 
$12,831 $13,395 
6(11)    Provisions
Warranty
At January 1, 2026$1,061 
Additional provisions257 
Net exchange differences(11)
At June 30, 2026$1,307 
Analysis of total provisions:
December 31, 2025June 30, 2026
Current$1,061 $1,307 
The Group enters into the contracts with customers with warranties on services provided. The warranties (loss indemnification) provide customers with assurance that the related services will function as mutually agreed. Provision for warranty is estimated based on historical warranty data, other known events and management’s judgment. The Group recognizes such expenses within ‘Cost of sales and services’ when related services are provided. Any changes in industry circumstances might affect the provisions. Provisions are settled when the payment is actually claimed.
6(12)    Pensions
A.Defined benefit plan
(a)The Group’s subsidiary, Perfect Mobile Corp. (Taiwan), was incorporated in Taiwan, which has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular foreign employees’ service years. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. Perfect Mobile Corp. (Taiwan) contributes to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, Perfect Mobile Corp. (Taiwan) would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, Perfect Mobile Corp. (Taiwan) will fund the deficit by the following March.
(b)For the aforementioned pension plan, the Group recognized pension costs of $1 and $2 for the six months ended June 30, 2025 and 2026, respectively.
(c)Expected contributions to the defined benefit pension plans of Perfect Mobile Corp. (Taiwan) for the year ending December 31, 2026 amount to $7.
B.Defined contribution plans
(a)Perfect Mobile Corp. (Taiwan) has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, Perfect Mobile Corp. (Taiwan) contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum when employees retire.
(b)The pension costs under defined contribution pension plan of Perfect Mobile Corp. (Taiwan) for the six months ended June 30, 2025 and 2026 were $313 and $381, respectively.
(c)The pension costs under local government law of other foreign subsidiaries for the six months ended June 30, 2025 and 2026 were $131 and $119, respectively.
6(13)    Share-based payment
A.Share Incentive Plan
(a)For the six months ended June 30, 2025 and 2026, the Group’s Share Incentive Plan’s terms and condition are as follows:
PlanType of arrangementSettled byMaximum terms of option grantedVesting conditions
Share Incentive PlanEmployee stock optionsEquityFive years
2 years’ service: exercise 50%
3 years’ service: exercise 75%
4 years’ service: exercise 100%
(b)Movements of outstanding options under Share Incentive Plan are as follows:
20252026
No. of options
(units in thousands)
Weighted-average exercise price per share
(in dollars)
No. of options
(units in thousands)
Weighted-average exercise price per share
(in dollars)
Options outstanding at January 13,877 $4.44 3,698 $4.42 
Options granted35 1.84 — — 
Options forfeited(148)4.52 (133)4.57 
Options outstanding at June 30 3,764 4.42 3,565 4.41 
Options exercisable at June 302,268 4.37 3,022 4.40 
(c)As of December 31, 2025 and June 30, 2026, the range of exercise prices of stock options outstanding was $1.84 ~ $7.20 (in dollars) per share; the weighted-average remaining contractual period was 1.06 ~ 4.33 years and 0.56 ~ 3.84 years, respectively.
(d)The fair value of stock options granted on grant date is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
PlanGrant dateUnits granted
 (in thousands)
Stock price per share
(in dollars)
Exercise price per share
(in dollars)
Expected price volatility (Note ii)Expected option lifeExpected dividendsRisk-free interest rateFair value per unit
(in dollars)
Share Incentive Plan2022.01.21 (Note i)2,143$5.39$3.9553.75%3.880.00%1.46%$2.7637
2023.01.0387.207.2064.85%3.870.00%4.07%3.7198
2023.05.232,2604.934.9369.15%3.880.00%3.90%2.6615
2023.08.2174.003.91670.65%3.880.00%4.64%2.2411
2023.11.0252.432.4370.37%3.880.00%4.77%1.3487
2024.05.2752.132.1372.67%3.880.00%4.65%1.2069
2024.12.23452.262.2274.64%3.870.00%4.46%1.3100
2025.05.01351.841.8479.57%3.880.00%3.77%1.0973
Note i: Stock price, exercise price and fair value of stock option granted on January 21, 2022 were adjusted in connection with the recapitalization. All amounts in the table are presented on a consistent adjusted basis.
Note ii: Expected price volatility is estimated based on the daily historical stock price fluctuation data of the Company and guideline companies of the last five years before the grant date.
B.Expenses incurred on share-based payment transactions are shown below:
Six months ended June 30,
20252026
Equity settled$900 $287 
C.In 2022, the Group has service agreements with its Board of Directors to grant them awards of the Company’s Ordinary Shares at a fixed monetary value. In the future, the Group may compensate directors either entirely in cash or partially in cash and partially in equity.
D.Shareholder Earnout
In connection with the merger transaction in 2022, the Company executed additional capitalization by way of the potential issuance of Earnout Shares for Perfect shareholders. In accordance with Shareholder Earnout terms and conditions contemplated by the business combination agreement, 3,000 thousand, 3,000 thousand and 4,000 thousand of the Shareholder Earnout Shares are issuable if over any 20 trading days within any 30-trading-day period during the Earnout Period when the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $11.50 (in dollars), $13.00 (in dollars) and $14.50 (in dollars), respectively. None of these conditions had been met in the period up through June 30, 2026.
Shareholder Earnout Shares are considered a potential contingent payment agreement with Shareholders, based on a market condition without link to service. The expense related to these instruments was previously recorded in connection with the merger in 2022.
E.Sponsor Earnout
In connection with the business combination agreement, the Company entered into a Sponsor Letter Agreement pursuant to which it agreed to issue Earnout shares to the Sponsors. Subject to the terms and conditions contemplated by the Sponsor Letter Agreement, upon the occurrence of specific Sponsor Earnout Event (as defined below) from October 28, 2022 to October 28, 2027 (“Earnout Period”), Perfect will issue Perfect Class A Ordinary Shares of up to 1,175,624 Class A Ordinary Shares(the “Sponsor Earnout Promote Shares”) to Sponsor, with (a) 50% of the Sponsor Earnout Promote Shares issuable if over any 20 trading days within any 30-trading-day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $11.50 (in dollars), and (b) 50% of the Sponsor Earnout Promote Shares issuable if over any twenty (20) trading days within any 30-trading-day period during the Earnout Period the daily volume-weighted average price of the Perfect Class A Ordinary Shares is greater than or equal to $13.00 (in dollars). None of these conditions had been met in the period up through June 30, 2026.
6(14)    Share capital
A.As of June 30, 2026, the Company’s authorized capital is $82,000 consisting of 700,000 thousand shares of Class A Ordinary Shares, 90,000 thousand shares of Class B Ordinary Shares, 30,000 thousand shares of classes reserved and may determine by Board of Directors. The paid-in capital was $10,185, including 85,060 thousand Class A Ordinary Shares after the retirement of 16,388 thousand treasury shares and 27 thousand shares surrendered by a shareholder, and 16,789 thousand Class B Ordinary Shares. All proceeds from shares issued have been collected.
Perfect Class A Ordinary shares
Perfect Class A Ordinary shares have a par value of $0.1 (in dollars). Amounts received above the par value are recorded as share premium. Each holder of Perfect Class A Ordinary shares will be entitled to one vote per share. Class A Ordinary Shares are listed on NYSE under the trading symbol “PERF”.
Perfect Class B Ordinary shares
Perfect Class B Ordinary shares have a par value of $0.1 (in dollars). Perfect Class B Ordinary Shares have the same rights as Perfect Class A Ordinary Shares except for voting and conversion rights. Each Perfect Class B Ordinary Shares is entitled to 10 votes and is convertible into Perfect Class A Ordinary Shares at any time by the holder thereof. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. Each Class B Ordinary Share shall, automatically and immediately, without any further action from the holder thereof, convert into one Class A Ordinary Share when it ceases being beneficially owned by any of the Principals. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
B.Movements for the Company’s share capital are as follows:
Shares (in thousands)
At January 1, 2026101,849 
At June 30, 2026101,849 
6(15)    Capital surplus
Except as required by the Company’s Articles of Incorporation or Cayman’s law, capital surplus shall not be used for any other purpose but covering accumulated deficit. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
The following table illustrates the detail of capital surplus:
December 31, 2025June 30, 2026
Additional paid-in capital$477,415 $477,415 
Other:
Employees’ stock option cost9,614 9,901 
Retirement of treasury shares27,371 27,371 
Subtotal36,985 37,272 
$514,400 $514,687 
6(16)    Accumulated deficits
Under the Company’s Articles of Incorporation, distribution of earnings would be based on the Company’s operating and capital needs.
6(17)    Revenue
Six months ended June 30,
20252026
Revenue from contracts with customers$32,361 $34,275 
A.Disaggregation of revenue from contracts with customers
(a)The Group derives revenue from the transfer of goods and services over time and at a point in time in the following geographical regions:
Six months ended June 30, 2025United StatesAmericas_ OthersEuropeAsia-PacificOthersTotal
Revenue from external customer contracts$12,361 $3,699 $9,423 $5,915 $963 $32,361 
Timing of revenue recognition:
At a point in time$972 $43 $642 $1,435 $$3,100 
Over time11,389 3,656 8,781 4,480 955 29,261 
$12,361 $3,699 $9,423 $5,915 $963 $32,361 
Six months ended June 30, 2026United StatesAmericas_ OthersEuropeAsia-PacificOthersTotal
Revenue from external customer contracts$12,032 $4,321 $9,547 $6,905 $1,470 $34,275 
Timing of revenue recognition:
At a point in time$839 $77 $610 $1,940 $67 $3,533 
Over time11,193 4,244 8,937 4,965 1,403 30,742 
$12,032 $4,321 $9,547 $6,905 $1,470 $34,275 
Note. “Americas_Others” includes North and South America, excluding the United States.
(b)Alternatively, the disaggregation of revenue could also be distinct as follows:
Six months ended June 30,
20252026
AR/AI cloud solutions and Subscription$28,971 $30,415 
Licensing2,565 2,227 
Others825 1,633 
$32,361 $34,275 
(c)The revenue generated from AR/AI cloud solutions was $8,695, and $7,001 for the six months ended June 30, 2025 and 2026, respectively.
B.Contract assets and liabilities
(a)The Group has recognized the following revenue-related contract assets mainly arose from unbilled receivables and contract liabilities mainly arose from sales contracts with receipts from customers in advance. Generally, the contract period is one year, the contract liabilities are reclassified as revenue within the following one year after the balance sheet date.
January 1, 2025December 31, 2025June 30, 2026
Contract assets:
Unbilled revenue$977 $968 $934 
Contract liabilities:
Advance sales receipts$17,218 $21,902 $20,441 
(b)Revenue recognized that was included in the contract liability balance at the beginning of the period
Six months ended June 30,
20252026
Revenue recognized that was included in the contract liability balance at the beginning of the period
Advance sales receipts$13,440 $17,047 
(c)Unsatisfied contracts
Aggregate amount of the transaction price allocated to contracts that are partially or fully unsatisfied as of December 31, 2025 and June 30, 2026, amounting to $ 29,926 and $ 26,059, respectively. The Group expects that 94% of the transaction price allocated to the unsatisfied contracts as of June 30, 2026, are expected to be recognized as revenue less than one year. The remaining 6% is expected to be recognized as revenue from July 2027 to 2029.
6(18)    Interest income
Six months ended June 30,
20252026
Interest income from bank deposits$2,391 $1,918 
Interest income from financial assets at amortized cost772 897 
Others
$3,164 $2,816 
The nature of interest income from financial assets at amortized cost was time deposits with maturities over three months.
6(19)    Other income
Six months ended June 30,
20252026
Subsidy from government$15 $32 
Others
$16 $33 
6(20)    Other gains and losses
Six months ended June 30,
20252026
Foreign exchange gains (losses)$544 $(114)
Gains on financial assets at fair value through profit or loss26 
Gains on financial liabilities at fair value through profit or loss1,036 392 
Others— 
$1,592 $304 
Please refer to Note 6(2) for details of gains on financial assets at fair value through profit or loss and Note 6(9) for details of gains on financial liabilities at fair value through profit or loss.
6(21)    Finance costs
Six months ended June 30,
20252026
Interest expense – lease liabilities$$
6(22)    Costs and expenses by nature
Six months ended June 30,
20252026
Employee benefit expenses$15,875 $14,568 
Promotional fees6,656 7,899 
Platform fees6,812 5,361 
Professional service fees1,677 1,110 
Insurance expenses550 425 
Warranty cost267 257 
Depreciation of right-of-use assets280 269 
Depreciation of property, plant and equipment147 164 
Amortization of intangible assets75 61 
Expected credit losses(67)363 
Others1,713 2,432 
$33,985 $32,909 
6(23)    Employee benefit expenses
Six months ended June 30,
20252026
Wages and salaries$12,978 $12,286 
Remuneration to directors345 467 
Employee insurance fees778 723 
Pension costs445 502 
Employee stock options900 287 
Other personnel expenses429 303 
$15,875 $14,568 
6(24)    Income tax
Six months ended June 30,
20252026
Current income tax:
Current tax expense recognized for the current period$536 $903 
Tax on undistributed surplus earnings72 129 
Prior year income tax underestimation256 28 
Total current tax864 1,060 
Deferred income tax:
Origination and reversal of temporary differences(222)(183)
Total deferred income tax(222)(183)
Income tax expense$642 $877 
6(25)    Earnings per share
Six months ended June 30, 2025
Amount after taxWeighted average number of ordinary shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of the parent$2,500 101,849$0.025 
Dilutive earnings per share
Profit attributable to ordinary shareholders of the Group plus assumed conversion of all dilutive potential ordinary shares$2,500 101,849$0.025 
Six months ended June 30, 2026
Amount after taxWeighted average number of ordinary shares outstanding
(shares in thousands)
Earnings per share
(in dollars)
Basic earnings per share
Profit attributable to ordinary shareholders of the parent$3,633 101,849$0.036 
Dilutive earnings per share
Profit attributable to ordinary shareholders of the Group plus assumed conversion of all dilutive potential ordinary shares$3,633 101,849$0.036 
Note. Warrant liabilities, Employee stock options, Shareholder Earnout and Sponsor Earnout were excluded from the calculation of diluted earnings per share as they are anti-dilutive, given that the fair value of the stocks is lower than the exercise price for the six months ended June 30, 2025 and 2026. As at December 31, 2025 and June 30, 2026, the potentially dilutive instruments are as follows:
December 31, 2025June 30, 2026
Potentially dilutive instruments (shares in thousands)
Warrant liabilities20,850 20,850 
Employee stock options3,698 3,565 
Shareholder Earnout10,000 10,000 
Sponsor Earnout1,176 1,176 
35,724 35,591 
6(26)    Changes in liabilities from financing activities
Non-current financial liabilities at fair value through profit or lossLease liabilities (including current portion)Liabilities from financing activities-gross
At January 1, 2026$419 $683 $1,102 
Changes in cash flow from financing activities— (274)(274)
Change in fair value through profit and loss(392)— (392)
Changes in other non-cash items – additions— 235 235 
At June 30, 2026$27 $644 $671 
6(27)    Business combinations
A.On January 7, 2025, the Group acquired 100% of the share capital of Wannaby for $6,473 and obtained the control over Wannaby, a digital company known for its virtual try-on technology and digitalization
solutions for the fashion industry. This acquisition enables the Group to expand its offerings into new luxury market segments, including shoes, bags, and apparel.
B.The following table summarizes the consideration paid for Wannaby and the fair values of the assets acquired and liabilities assumes at the acquisition date:
January 7, 2025
Purchase consideration
Cash paid$6,473 
Contingent consideration-Earnout liabilities (Note)158 
6,631 
Fair value of the identifiable assets acquired and liabilities assumed
Cash492 
Accounts receivable221 
Other receivables50 
Other current assets51 
Property, plant and equipment28 
Intangible assets1,760 
Guarantee deposits paid
Current contract liabilities(115)
Other payables(77)
Deferred income tax liabilities(523)
Total identifiable net assets1,892 
Goodwill$4,739 
Note. No later than April 30, 2026, the Group shall pay Farfetch US Holdings, Inc. (“Farfetch”) an earnout based on defined revenue for the year ended December 31, 2025, not exceeding $500. As the defined revenue for the year ended December 31, 2025 was not achieved, the Group determined that no earnout would be payable and therefore reversed the related contingent consideration liability to zero during the year ended December 31, 2025.
Six months ended June 30, 2025
Cash and cash equivalent balances acquired$492 
Cash paid(6,473)
Net cash outflow$(5,981)
C.For the year ended December 31, 2025, the operating revenue contributed by Wannaby and included in the consolidated statement of comprehensive income since January 7, 2025, was $1,304. Wannaby also incurred a loss before income tax of $1,488 over the same period. Had Wannaby been consolidated as of January 1, 2025, the consolidated statement of comprehensive income for the year ended December 31, 2025, would have reflected operating revenue of $69,154 and profit before income tax of $5,703.