SHARE CAPITAL |
9 Months Ended |
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Sep. 30, 2026 | |
| Equity [Abstract] | |
| SHARE CAPITAL | NOTE 9. SHARE CAPITAL On August 11, 2026 (the “Effective Date”), the Company completed its domestication from the Province of British Columbia, Canada, to the State of Delaware (the “Domestication”). In connection with the Domestication, the Company filed a Certificate of Domestication and Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. As part of the Domestication, the previously authorized, issued and outstanding subordinate voting shares of the Company (the “BC Subordinate Voting Shares”) and the multiple voting shares of the Company (the “BC Multiple Voting Shares”) were exchanged on the Effective Date for the applicable class of authorized, issued and outstanding shares of common stock, $0.0001 par value per share, of the Company (“Common Stock”) on a one-for-one basis, with each BC Subordinate Voting Share exchanged for one issued and outstanding share of Class A subordinate voting Common Stock (the “Subordinate Voting Shares”) and each BC Multiple Voting Share exchanged for one issued and outstanding share of Class B multiple voting Common Stock (the “Multiple Voting Shares”). The Certificate of Incorporation authorized share capital consisting of 5,000,000,000 shares of Subordinate Voting Shares, 300,000 shares of Multiple Voting Shares, and 1,000,000,000 shares of preferred stock, par value of $0.0001 per share (the “Preferred Stock”). The material rights and privileges of each class of the Company's share capital are as follows: (i)Subordinate Voting Shares Holders of the Subordinate Voting Shares are entitled to notice of and to attend any meeting of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company shall have the right to vote. At each such meeting holders of Subordinate Voting Shares shall be entitled to one vote in respect of each Subordinate Voting Share held. Holders of Subordinate Voting Shares are entitled to receive as and when declared by the directors, dividends in cash or property of the Company. No dividend will be declared or paid on the Subordinate Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Multiple Voting Shares. (ii)Multiple Voting Shares Holders of Multiple Voting Shares are entitled to notice of and to attend any meetings of the shareholders of the Company, except a meeting of which only holders of another particular class or series of shares of the Company have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted (100 votes per Multiple Voting Share). The “Conversion Ratio” for Multiple Voting Shares is 100 Subordinate Voting Shares for each Multiple Voting Share, subject to adjustment in certain events, such as, among other things, share splits, share combinations and certain distributions. Holders of Multiple Voting Shares have the right to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Conversion Ratio) as to dividends and any declaration or payment of any dividend on the Subordinate Voting Shares. No dividend may be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends on the Subordinate Voting Shares, with holders of Subordinate Voting Shares simultaneously receiving a dividend on each Subordinate Voting Share so held in an amount at least equal to (A) the dividend declared, paid or set aside per Multiple Voting Share divided by (B) the number of Subordinate Voting Shares issuable upon conversion of a Multiple Voting Share. (iii)Preferred Stock Except as otherwise required by the Delaware General Corporation Law (the “DGCL”), or as provided by the Board of Directors in a Preferred Stock certificate of designation filed pursuant to the DGCL for a particular series (a “Preferred Stock Designation”), the holders of record of Preferred Stock will not be entitled to vote at meetings of the stockholders of the Company; provided that the holders of Preferred Stock will be entitled to receive notice of (but not vote at) meetings of stockholders called for the purpose of authorizing the dissolution of the Company, or any merger, consolidation, sale, lease, transfer, exclusive license, or other disposition of all or substantially all the assets of the Company. Unless the Board of Directors expressly provides otherwise in a Preferred Stock Designation, the holders of Preferred Stock will not be entitled to receive any dividends or other distributions from the Company. There were no shares of Preferred Stock outstanding as of September 30, 2026.
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