v3.26.3
Warrant Liabilities
6 Months Ended
Jun. 30, 2026
Warrant Liabilities [Abstract]  
WARRANT LIABILITIES
16 WARRANT LIABILITIES

 

As of December 31, 2025 and June 30, 2026, the Company had issued few types of warrants that are classified as financial liabilities in accordance with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.

 

Warrant – Exchange Listing

 

Pursuant to an advisory agreement entered with Exchange Listing, LLC, a Nevada limited liability company, the Company issued a total of 250,000 warrants on March 26, 2023, exercisable at US$ 4.00 per share.

 

Warrant – Series A and Series B

 

On January 17, 2024, the Company issued an aggregate of 2,200,000 ordinary shares, together with Series A Warrants and Series B Warrants, each to purchase up to 2,200,000 ordinary shares. The Series A Warrants have a term of five years and are exercisable at US$ 1.25 per share, while the Series B Warrants have a term of 18 months, also exercisable at US$ 1.25 per share.

 

Detachable warrant – convertible note

 

On August 13, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with Alumni Capital LP for the issuance of senior secured convertible notes with an aggregate principal amount of up to US$61.2 million, together with detachable warrants. Under the terms of the SPA, the Company may issue the convertible notes in multiple tranches. During the financial year, the Company issued Tranche 1 with a principal amount of US$3.0 million, together with detachable warrants representing US$375,000; Tranche 2 with a principal amount of US$4.2 million, together with detachable warrants representing US$525,000; and Tranches 3 and 4, each with a principal amount of US$4.8 million, together with detachable warrants representing US$600,000 for each tranche. The detachable warrants issued in connection with each tranche represent 15% of the purchase price of the respective convertible note. (convertible noted details see Note19)

 

Detachable warrant – Equity line of credit “ELOC”

 

On May 21, 2025, the Company entered into an Equity Line of Credit (“ELOC”) Purchase Agreement with Alumni Capital LP (“Alumni”), pursuant to which Alumni committed to purchase up to US$135.0 million of the Company’s ordinary shares, at the Company’s discretion, during the commitment period and subject to the terms and conditions of the agreement. Concurrently, the Company issued a detachable warrant representing US$20.25 million to Alumni as consideration for entering and performing its obligations under the ELOC arrangement. The ELOC represents a committed equity financing arrangement and does not create a contractual obligation for the Company to repay cash or another financial asset. Accordingly, no financial liability is recognised in respect of the ELOC commitment itself until individual Purchase Notices are exercised.

 

The warrant entitles the holder to acquire ordinary shares during the contractual exercise period. The exercise price is determined using a contractual formula based on the Company’s outstanding ordinary shares at the exercise date and includes cashless exercise and adjustment provisions. Management concluded that the warrant does not satisfy the fixed-for-fixed criterion under IAS 32 and is therefore classified as a derivative financial liability, which is initially recognised at fair value and subsequently measured at fair value through profit or loss (“FVTPL”) in accordance with IFRS 9. Changes in fair value are recognised in profit or loss.

 

As of December 31, 2025, the Company fully wrote off the carrying value of all three classes of warrants following the reverse stock split. As a result of the anti-dilution adjustments, the exercise prices of the warrants increased significantly and were substantially higher than the prevailing market price of the Company’s common shares. Accordingly, management concluded that it was highly unlikely that the warrant holders would exercise the warrants, as it would be more economical to purchase the Company’s common shares directly in the open market. Consequently, management determined that the warrants had no recoverable value and fully impaired their carrying amount.

 

Detachable warrant – Securities Purchase Agreement with Esousa

 

On March 6, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with Esousa Group Holdings, LLC (“Esousa”) for the issuance and sale of ordinary shares or pre-funded warrants in lieu of ordinary shares, together with accompanying Common A and Common B Warrants, for an aggregate purchase amount of up to US$15.0 million.

 

The financing arrangement comprises three tranches of US$5.0 million each, subject to the satisfaction of certain closing conditions. The purchase price per ordinary share is determined at 80% of the closing market price of the Company's ordinary shares on the trading day immediately preceding the applicable closing date. In connection with the SPA, the Company agreed to issue Common A Warrants and Common B Warrants with contractual exercise periods of five years and 180 days, respectively. Both warrants have an initial exercise price of US$5.62 per ordinary share, subject to adjustments in accordance with their respective terms.

 

The SPA also provides for the issuance of pre-funded warrants in lieu of ordinary shares, exercisable at US$0.0001 per ordinary share. The pre-funded warrant instrument dated March 6, 2026 specifies the right to acquire up to 997,253 ordinary shares, subject to adjustments.

 

During the six months ended June 30, 2026, the Company received aggregate proceeds of US$6.87 million pursuant to the financing arrangement and issued 880,000 ordinary shares and warrants.

 

Management assessed the classification of these instruments in accordance with the provisions of IAS 32 – Financial Instruments: Presentation. Under IAS 32, a contract that may result in the issuance of a variable number of shares does not meet the definition of an equity instrument and must instead be classified as a derivative financial liability, measured at fair value through profit or loss.

 

As the warrants contain contingent settlement provisions that could result in variability in the settlement amount depending on the occurrence of uncertain future events, they do not qualify for equity classification. Accordingly, these warrants have been recognized as derivative financial liabilities, with changes in fair value recognized in the consolidated statement of comprehensive income at each reporting date.

 

Type of Warrants   Issued     Exercise     Written off     Remaining  
  Units     Units     Units     Units  
June 30, 2026                        
Esousa Group Holdings, LLC – Pre-funded warrant     401,025       -       -       401,025  
Esousa Group Holdings, LLC – Common A warrant     3,667,482       -       -       3,667,482  

 

Type of Warrants   Issued     Exercise     Written off     Remaining  
  Units     Units     Units     Units  
December 31, 2025                        
Series A     2,200,000       1,246,992       (953,008 )     -  
Series B     2,200,000       1,271,992       (928,008 )     -  
Exchange Listing     250,000       229,453       (20,547 )     -  

 

Type of Warrants   Issued     Exercise     Written off     Remaining  
  US$     US$     US$     US$  
June 30, 2026                        
Alumni Capital – Convertible notes detachable warrant             2,100,000       57,000       -       2,043,000  
Alumni Capital – ELOC detachable warrant     20,250,000       18,569,495       -       1,680,505  
Esousa Group Holding, LLC – Pre-funded warrant     1,924,816       -       -       1,924,816  
Esousa Group Holdings, LLC – Common A warrant     9,674,817       -       -       9,674,817  

 

Type of Warrants   Issued     Exercise     Written off     Remaining  
  US$     US$     US$     US$  
December 31, 2025                        
Alumni Capital – Convertible notes detachable warrant             2,100,000       -       -       2,100,000  
Alumni Capital – ELOC detachable warrant     20,250,000       18,569,495       -       1,680,505  

 

The Company applied a Black-Scholes and Monte Carlo pricing model to estimate the fair value of the warrant liabilities. The significant inputs into the model are shown below.

 

    June 30,
2026
    December 31,
2025
 
Exchange Listing            
             
Share price   US$                 -     US$             2.26  
Exercise price / warrant   US$ -       4.00  
Expected volatility     -     US$ 130.14 %
Dividend yield     Nil       Nil  
Expected term (years)     -       4.24 years  
Annual risk-free interest rate     -       3.918 %

 

    June 30,
2026
    December 31,
2025
 
Series A            
             
Share price   US$ -     US$ 1.08  
Exercise price / warrant   US$ -     US$ 1.25  
Expected volatility     -       236.94 %
Dividend yield     Nil       Nil  
Expected term (years)     -       4.00 years  
Annual risk-free interest rate     -       3.918 %

 

    June 30,
2026
    December 31,
2025
 
Series B            
             
Share price   US$             -     US$           1.08  
Exercise price / warrant   US$ -     US$ 1.25  
Expected volatility     -       236.94 %
Dividend yield     Nil       Nil  
Expected term (years)     -       0.5 years  
Annual risk-free interest rate     -       3.918 %

 

    June 30,
2026
    December 31,
2025
 
Alumni Capital – Convertible notes detachable warrant            
             
Share price   US$ 0.13     US$ 0.53  
Exercise price / warrant   US$ 0.187     US$ 0.359  
Expected volatility     219.04 %     178.65 %
Dividend yield     Nil        Nil  
Expected term (years)     1.09 year        1.00 year  
Annual risk-free interest rate     3.98 %     4.15 %

 

    June 30,
2026
    December 31,
2025
 
Alumni Capital – ELOC detachable warrant            
             
Share price   US$ 0.13     US$ 0.53  
Exercise price / warrant   US$ 0.187     US$ 0.57  
Expected volatility     219.04 %     178.65 %
Dividend yield     Nil        Nil  
Expected term (years)     1.09 year        1.58 years  
Annual risk-free interest rate     3.98 %     4.15 %

 

    June 30,
2026
    December 31,
2025
 
Esousa Group Holdings, LLC – Pre-funded warrant            
             
Share price   US$ 2.70     US$                  -  
Exercise price / warrant     0.0001       -  
Expected volatility     210.04 %     - %
Dividend yield     Nil        Nil  
Expected term (years)     100 years        -  
Annual risk-free interest rate     4.90 %     - %

 

    June 30,
2026
    December 31,
2025
 
Esousa Group Holdings, LLC – Common A warrant            
             
Share price   US$  2.64     US$                  -  
Exercise price / warrant   US$ 5.62     US$ -  
Expected volatility     219.04 %     - %
Dividend yield     Nil        Nil  
Expected term (years)     4.68 year        -  
Annual risk-free interest rate     4.19 %     - %

 

Movement of the fair value of the warrant liabilities during the year is as follows:

 

    June 30,
2026
    December 31,
2025
 
    US$     US$  
             
At beginning of the year     2,625,440       33,305  
Additional     2,470,114       2,758,696  
Exercised     -       (228,271 )
Fair value change     (877,364 )     95,015  
Written off     -       (33,305 )
At end of the year     4,218,190       2,625,440