Gorilla Technology Group Inc 6-K, filed Aug 24, 2026
Gorilla Technology Group Inc. (GRRR)
About this 6-K
Gorilla Technology Group Inc filed this 6-K on August 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-41448
Gorilla Technology Group Inc.
(Translation of registrant’s name into English)
64 North Row
London, United Kingdom W1K 7DA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On August 24, 2026, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), issued a press release announcing earnings for the first half of fiscal year 2026. The press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K. The numbers presented in this press release and on the call are unaudited and unreviewed. Condensed interim consolidated financial statements of the Company for the six months ended June 30, 2026 and 2025 (Unaudited) are filed as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K and are incorporated by reference herein.
INCORPORATION BY REFERENCE
Only the information included in Exhibit 99.2 of this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File Nos. 333-274053, 333-267838, 333-276708, 333-296439, and 333-298246) and on Forms S-8 (File No. 333-275749 and 333-294405) (including any prospectuses forming a part of such registration statements) and shall be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished. The information included in Exhibit 99.1 of this Report of Foreign Private Issuer on Form 6-K is not incorporated by reference into the foregoing registration statements (nor into any prospectuses forming a part thereof).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Gorilla Technology Group Inc. |
||
|
Date: August 24, 2026 |
By: |
/s/ Jayesh Chandan |
|
Name: |
Jayesh Chandan |
|
|
Title: |
Chief Executive Officer |
|
|
(Principal Executive Officer) |
||
EXHIBIT INDEX
|
Exhibit |
Description |
|
|
99.1 |
||
| 99.2 | ||
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Exhibit 99.1
Gorilla Technology H1 Revenue Surges 99% to
US$78.4 Million; Raises FY2026 Revenue Outlook to
at Least US$200 Million
London, United Kingdom – (Newsfile Corp. – August 24, 2026) – Gorilla Technology Group Inc. (NASDAQ: GRRR) (“Gorilla” or the “Company”), a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence, IoT technology and data centres, today announced its unaudited financial results for the six months ended June 30, 2026.
Gorilla delivered a significant acceleration in revenue and a marked sequential improvement in reported operating performance during the second quarter. The outperformance was principally driven by earlier-than-anticipated delivery across multiple contracted customer programmes, enabling the Company to recognize the associated revenue ahead of its original expectations. This was complemented by continued execution across Gorilla’s broader portfolio.
Financial highlights
|
● |
H1 revenue nearly doubled: Revenue increased 99.3% to approximately US$78.4 million, compared with US$39.3 million in H1 2025. Growth was driven by the scaling of Gorilla’s AI infrastructure and data-centre programmes, alongside continued delivery across its security intelligence, network intelligence and smart-city operations, including Egypt, Taiwan and Thailand. |
|
● |
Reported and adjusted operating performance: Gorilla reported an IFRS operating loss of approximately US$47.2 million for H1 2026, compared with US$9.1 million in H1 2025. The 2026 results included approximately US$25.4 million of stock-based compensation expense, US$4.0 million of downward fair-value measurement effects, US$2.0 million of debt-transaction costs and US$0.3 million of acquisition-related expenses. Adjusted EBITDA was a loss of approximately US$14.6 million, compared with adjusted EBITDA of approximately US$6.2 million in H1 2025. |
|
● |
Reported and adjusted net result: Gorilla reported an IFRS net loss of approximately US$46.9 million for H1 2026, compared with US$8.5 million in H1 2025. Adjusted net loss was approximately US$15.6 million, or US$0.58 per share, compared with adjusted net income of approximately US$6.3 million, or US$0.32 per share, in H1 2025. |
|
● |
Operating cash efficiency improved year on year: Net cash used in operating activities declined by approximately US$8.2 million, or 65.3%, from US$12.5 million in H1 2025 to US$4.3 million in H1 2026. |
|
● |
Cash position strengthened: Cash increased by approximately US$79.8 million during H1, driven principally by financing inflows and supported by customer collections. Gorilla closed the period with approximately US$179.4 million in cash. |
|
● |
Infrastructure investment accelerated: Gorilla deployed approximately US$14.1 million during H1 for the acquisition of property and equipment, including capital advances and project work-in-progress. Property and equipment, including capital work-in-progress, reached approximately US$29.4 million at June 30, 2026. |
Comparative financial performance
|
Six Months Ended June 30, |
|||||||||
|
2026 |
2025 |
||||||||
|
(Unaudited and Unreviewed) |
Changes |
||||||||
|
(Amount in USD Millions, except percentages) |
|||||||||
|
Revenue |
$ | 78.4 | $ | 39.3 |
+99.3% |
||||
|
Operating cash used |
$ | (4.3 | ) | $ | (12.5 | ) |
65.3% less cash used |
||
|
Operating cash used as a percentage of revenue |
5.5 | % | 31.8 | % |
26.3% improvement |
||||
|
Overall change in cash |
$ | 79.8 | $ | (11.6 | ) |
$91.4m turnaround |
|||
|
Closing cash |
$ | 179.4 | $ | 10.1 |
+1674.1% |
||||
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
(Unaudited and Unreviewed) |
||||||||
| Financial measure |
(Amount in USD Millions) |
|||||||
|
Operating loss (IFRS) |
$ | (47.2 | ) | $ | (9.1 | ) | ||
|
EBITDA loss (non-IFRS) |
$ | (46.4 | ) | $ | (8.4 | ) | ||
|
Adjusted EBITDA (non-IFRS) |
$ | (14.6 | ) | $ | 6.2 | |||
|
Net loss (IFRS) |
$ | (46.9 | ) | $ | (8.5 | ) | ||
|
Adjusted net income (loss) (non-IFRS) |
$ | (15.6 | ) | $ | 6.3 | |||
|
Diluted loss per share (IFRS) |
$ | (1.74 | ) | $ | (0.43 | ) | ||
|
Adjusted diluted earnings (loss) per share (non-IFRS) |
$ | (0.58 | ) | $ | 0.30 | |||
Statement from Jay Chandan, Chairman and Chief Executive Officer
“This is the clearest evidence yet that Gorilla has entered a different phase of scale.” Said Jay Chandan, Chairman & CEO.
“In one year we managed to nearly double our first half revenue to US$78.4 million. Our second quarter revenue increased 78% sequentially and 138% year-on-year to US$50.1 million, while our reported operating loss narrowed by approximately 85% compared with Q1.
The progression matters. In the first half, we absorbed a significant share-based compensation charge largely tied to services rendered prior to 2025 and other significant accounting effects. With their removal during the first half of 2026, we are poised for an improvement in operating results.
We are now converting years of preparation into delivery at scale. We are investing in hardware, infrastructure, people and execution capacity because we see a substantial opportunity ahead of us. Infrastructure cannot be switched on like a tap. Equipment must be procured, installed, commissioned and integrated. Customers must migrate workloads and utilisation must then progress toward steady-state levels.
That investment is happening now. During H1, Gorilla deployed approximately US$14.1 million for the acquisition of property and equipment, while property and equipment, including capital work-in-progress, reached approximately US$29.4 million at June 30, 2026. We are building the capacity and delivery platform required to support a much larger business. Our priorities for the remainder of 2026 are unambiguous: bring more capacity into service, increase utilisation, expand the workloads we deliver for existing customers and convert additional demand into revenue. We are on track to meet previously announced delivery timelines. The objective is not simply to deploy hardware. It is to build long-term customer relationships around infrastructure, compute and associated services.”
Statement from Bruce Bower, Chief Financial Officer
“The first-half results demonstrate both the scale of Gorilla’s investment and the improvement in cash efficiency,” said Bruce Bower, Chief Financial Officer.
“On an IFRS basis, Gorilla reported an operating loss of approximately US$47.2 million and a net loss of approximately US$46.9 million. Adjusted EBITDA was a loss of approximately US$14.6 million, and adjusted net loss was approximately US$15.6 million. The reconciliation included below provides investors with the individual adjustments and their respective treatment.”
“H1 revenue increased 99.3%, while net cash used in operating activities declined by approximately US$8.2 million, or 65.3%, to US$4.3 million. Put simply, we nearly doubled revenue while reducing operating cash usage from 31.8% to 5.5% of revenue.”
“This improvement was achieved while Gorilla deployed approximately US$14.1 million during H1 for the acquisition of property and equipment. Cash deployment may increase as we fund equipment purchases, project-related deposits, construction and commissioning activities. These expenditures represent the planned conversion of liquidity into productive infrastructure and delivery capacity intended to support future revenue—not a weakening of our underlying operating discipline.”
“The Company recorded an overall increase in cash of approximately US$79.8 million during H1, driven principally by financing inflows and supported by customer collections. We closed the period with approximately US$179.4 million in cash. As this liquidity is deployed, our cash balance may fluctuate as we fund existing projects and build the capacity required to support future revenue.”
“We are investing ahead of the revenue and utilisation curve, but we are doing so from a position of substantial liquidity. Our priorities remain disciplined capital allocation, project execution, improved utilisation and the conversion of infrastructure investment into sustainable revenue and cash flow.
“Infrastructure investment and the path to steady state
Gorilla’s current financial profile reflects the deliberate acceleration of its AI infrastructure strategy.
Infrastructure projects require capital to be deployed before their full revenue and margin potential can be realized. Hardware procurement is followed by installation, commissioning, integration, customer onboarding, workload migration and utilisation growth. Consequently, expenditure and accounting recognition may precede steady-state revenue generation.
The Company’s priorities for the second half of 2026 are to:
|
● |
Bring additional infrastructure capacity into service. |
|
● |
Increase utilisation across existing deployments. |
|
● |
Expand the range of workloads delivered for existing customers. |
|
● |
Onboard new customers and convert additional demand. |
|
● |
Develop a broader revenue mix across infrastructure, compute and associated services. |
|
● |
Maintain disciplined capital allocation and liquidity management while investing for growth. |
Financial Outlook
Gorilla is increasing its Q3 2026 revenue planning range to approximately US$48 million to US$50 million, compared with its previous planning range of US$36 million to US$40 million. Gorilla now expects revenue for the 2026 fiscal year of at least US$200 million, raising the minimum from its previously announced range of US$160 million to US$200 million.
2027 guidance
Gorilla is targeting a revenue range of US$450 to US$500 million in 2027, with substantial gross margin improvement.
This objective is supported by the infrastructure being installed in connection with previously disclosed projects, the opportunity to increase utilisation, the potential to expand existing customer relationships and Gorilla’s pipeline of additional demand. The objective remains subject to execution, customer demand, deployment schedules and prevailing market conditions.
Financials
Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Balance Sheets
(Expressed in United States dollars)
|
As of |
||||||||
| June 30, 2026 | December 31, 2025 | |||||||
|
Items |
(Unaudited and Unreviewed) |
|||||||
|
Assets |
||||||||
|
Current assets |
||||||||
|
Cash and cash equivalents |
$ | 179,361,146 | $ | 99,532,115 | ||||
|
Restricted deposits |
45,933 | 5,298,442 | ||||||
|
Accounts receivable, net and contract assets |
145,301,296 | 111,994,621 | ||||||
|
Other current assets |
20,045,479 | 17,221,988 | ||||||
|
Total current assets |
344,753,854 | 234,047,166 | ||||||
|
Non-current assets |
||||||||
|
Property and equipment, net |
29,441,217 | 15,749,411 | ||||||
|
Right-of-use assets |
1,055,377 | 1,091,526 | ||||||
|
Goodwill and other intangible assets |
3,360,361 | 2,432,278 | ||||||
|
Deferred tax assets, net |
5,201,078 | 11,938,173 | ||||||
|
Other non-current assets |
6,072,360 | 6,624,980 | ||||||
|
Total non-current assets |
45,130,393 | 37,836,368 | ||||||
|
Total assets |
$ | 389,884,247 | $ | 271,883,534 | ||||
|
Liabilities and Equity |
||||||||
|
Liabilities |
||||||||
|
Current liabilities |
||||||||
|
Borrowings |
$ | 10,221,241 | $ | 10,391,379 | ||||
|
Derivative liability |
48,200,000 | - | ||||||
|
Accounts and other payables |
91,708,655 | 46,042,759 | ||||||
|
Contract liabilities |
1,523,600 | 1,305,644 | ||||||
|
Income tax liabilities |
1,378,280 | 11,588,564 | ||||||
|
Other current liabilities |
899,764 | 951,094 | ||||||
|
Total current liabilities |
153,931,540 | 70,279,440 | ||||||
|
Non-current liabilities |
||||||||
|
Long-term borrowings |
63,025,823 | 3,404,363 | ||||||
|
Deferred tax liabilities |
827,315 | 652,782 | ||||||
|
Other non-current liabilities |
1,246,054 | 1,467,110 | ||||||
|
Total non-current liabilities |
65,099,192 | 5,524,255 | ||||||
|
Total liabilities |
219,030,732 | 75,803,695 | ||||||
|
Equity |
||||||||
|
Share capital |
27,664 | 26,356 | ||||||
|
Treasury shares at cost |
(5,285,347 | ) | (2,105,274 | ) | ||||
|
Other equity |
176,111,198 | 198,158,757 | ||||||
|
Total equity |
170,853,515 | 196,079,839 | ||||||
|
Total liabilities and equity |
$ | 389,884,247 | $ | 271,883,534 | ||||
Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Statements of Comprehensive Loss
(Expressed in United States dollars)
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Items |
(Unaudited and Unreviewed) |
|||||||
|
Revenues |
$ | 78,361,225 | $ | 39,325,839 | ||||
|
Cost of revenues |
(74,516,947 | ) | (25,877,004 | ) | ||||
|
Gross profit |
3,844,278 | 13,448,835 | ||||||
|
Operating expenses: |
||||||||
|
Foreign currency exchange losses, net |
(2,594,853 | ) | (11,552,001 | ) | ||||
|
Stock-based compensation expenses |
(25,426,746 | ) | (472,642 | ) | ||||
|
Other operating expenses |
(23,003,400 | ) | (10,494,639 | ) | ||||
|
Total operating expenses |
(51,024,999 | ) | (22,519,282 | ) | ||||
|
Operating loss |
(47,180,721 | ) | (9,070,447 | ) | ||||
|
Net loss |
(46,893,714 | ) | (8,503,060 | ) | ||||
|
Other comprehensive income (loss), net of tax |
(748,898 | ) | 1,057,235 | |||||
|
Total comprehensive loss |
$ | (47,642,612 | ) | $ | (7,445,825 | ) | ||
|
Basic and diluted loss per share |
$ | (1.74 | ) | $ | (0.43 | ) | ||
Gorilla Technology Group Inc. and Subsidiaries
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in United States dollars)
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
(Unaudited and Unreviewed) |
||||||||
|
Net cash used in operating activities |
$ | (4,339,769 | ) | $ | (12,518,511 | ) | ||
|
Net cash used in investing activities |
(12,675,421 | ) | (4,852,819 | ) | ||||
|
Net cash flows from financing activities |
98,511,610 | 5,334,134 | ||||||
|
Effect of foreign exchange rate changes on cash and cash equivalents |
(1,667,389 | ) | 448,200 | |||||
|
Net increase (decrease) in cash and cash equivalents |
$ | 79,829,031 | $ | (11,588,996 | ) | |||
|
Cash and cash equivalents at beginning of the period |
99,532,115 | 21,699,202 | ||||||
|
Cash and cash equivalents at end of the period |
$ | 179,361,146 | $ | 10,110,206 | ||||
Reconciliation of non-IFRS Financial Measures to IFRS Measures
In addition to its reported results in accordance with International Financial Reporting Standards ("IFRS") followed by the Company, it has included in this release certain financial measures that are considered non-IFRS financial measures, including the following:
(i) Earnings before interest, taxes, depreciation, and amortization ("EBITDA");
(ii) Adjusted EBITDA; and
(iii) Adjusted net income (loss) and adjusted earnings (loss) per share.
Reconciliation of Operating Loss to EBITDA and Adjusted EBITDA
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
(Unaudited and Unreviewed) |
||||||||
|
Items |
(Amount in USD) |
|||||||
|
Operating loss (IFRS) |
$ | (47,180,721 | ) | $ | (9,070,447 | ) | ||
|
Add: Depreciation expenses |
588,726 | 325,824 | ||||||
|
Add: Amortization expenses |
181,200 | 317,806 | ||||||
|
EBITDA loss (non-IFRS) |
$ | (46,410,795 | ) | $ | (8,426,817 | ) | ||
|
Add: Foreign currency devaluation (1) |
- | 12,630,726 | ||||||
|
Add: Fair value measurement of financial instruments, net (2) |
4,002,918 | 1,531,210 | ||||||
|
Add: Stock-based compensation expenses |
25,426,746 | 472,642 | ||||||
|
Add: Acquisition-related expenses (3) |
340,000 | - | ||||||
|
Add: Debt transaction costs (4) |
2,044,673 | - | ||||||
|
Adjusted EBITDA (non-IFRS) |
$ | (14,596,458 | ) | $ | 6,207,761 | |||
Reconciliation of Net Loss and Loss per Share to Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share
|
Six Months Ended June 30, |
||||||||||||||||
|
2026 |
2025 |
|||||||||||||||
|
(Unaudited and Unreviewed) |
||||||||||||||||
|
(Amount in USD) |
||||||||||||||||
|
Items |
Amount |
Per share |
Amount |
Per share |
||||||||||||
|
Net loss (IFRS) |
$ | (46,893,714 | ) | $ | (1.74 | ) | $ | (8,503,060 | ) | $ | (0.43 | ) | ||||
|
Add: Foreign currency devaluation (1) |
- | - | 12,630,726 | 0.64 | ||||||||||||
|
Add: Fair value measurement of financial instruments, net (2) |
4,002,918 | 0.15 | 1,531,210 | 0.08 | ||||||||||||
|
Add: Stock-based compensation expenses |
25,426,746 | 0.94 | 472,642 | 0.02 | ||||||||||||
|
Less: Tax effects of stock-based compensation expenses |
(727,217 | ) | (0.03 | ) | (21,145 | ) | - | |||||||||
|
Add: Acquisition-related expenses (3) |
340,000 | 0.01 | - | - | ||||||||||||
|
Add: Debt transaction costs (4) |
2,044,673 | 0.08 | - | - | ||||||||||||
|
Add: Amortization of acquired intangible assets (5) |
171,000 | 0.01 | 171,000 | 0.01 | ||||||||||||
|
Adjusted net income (loss) (non-IFRS) |
$ | (15,635,594 | ) | $ | (0.58 | ) | $ | 6,281,373 | $ | 0.32 | ||||||
|
Adjusted diluted earnings (loss) per share (non-IFRS) |
$ | (0.58 | ) | $ | 0.30 | |||||||||||
Notes:
|
1. |
Foreign currency devaluation – effects of material depreciation of the Egyptian pound against the U.S. dollar. |
|
2. |
Fair value measurement of financial instruments – includes effects of fair value measurement of stock warrants and derivative liabilities. |
|
3. |
Acquisition-related expenses – includes expenses incurred for acquisition of Shackleton Finance Limited in June 2026. |
| 4. |
Debt transaction costs – includes the portion allocated to derivative liabilities for one-time issuance costs incurred in connection with the convertible notes. |
| 5. | Amortization of acquired intangible assets – includes non-cash amortization expense related to acquired intangible assets. |
About Gorilla Technology Group Inc.
Headquartered in London U.K., Gorilla is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence, IoT technology and data centres. We provide a wide range of solutions, including Smart City, Network, Video, Security Convergence and IoT, across select verticals of Government and Public Services, Manufacturing, Telecom, Retail, Transportation and Logistics, Healthcare and Education, by using AI and Deep Learning Technologies.
Our expertise lies in revolutionizing urban operations, bolstering security and enhancing resilience. We deliver pioneering products that harness the power of AI in intelligent video surveillance, facial recognition, license plate recognition, edge computing, post-event analytics and advanced cybersecurity technologies. By integrating these AI-driven technologies, we empower Smart Cities to enhance efficiency, safety and cybersecurity measures, ultimately improving the quality of life for residents.
For more information, please visit our website: Gorilla-Technology.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Gorilla’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding our beliefs about the expected timing and amount of revenues that may be recognized under our existing contracts during the second half of 2026 and during 2027, our ability to sign new contracts and execute existing contracts, equipment deployment schedules and overall market conditions, along with those other risks described under the heading “Risk Factors” in the Form 20-F Gorilla filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026 and those that are included in any of Gorilla’s future filings with the SEC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Gorilla and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Gorilla undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
|
Investor Relations Contact |
|
Dave Gentry RedChip Companies, Inc. 1-407-644-4256 GRRR@redchip.com |
Exhibit 99.2
GORILLA TECHNOLOGY GROUP INC. AND ITS SUBSIDIARIES
Condensed Interim Consolidated Financial Statements for the six months ended June 30, 2026 and 2025 (Unaudited)
TABLE OF CONTENTS
Condensed Interim CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
|
As of |
||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||
|
Items |
Notes |
(Unaudited) |
(Audited) |
|||||||||
|
Assets |
||||||||||||
|
Current assets |
||||||||||||
|
Cash and cash equivalents |
5 | $ | 179,361,146 | $ | 99,532,115 | |||||||
|
Financial assets at fair value through profit or loss ("FVTPL”) |
6 | 501,000 | 501,000 | |||||||||
|
Restricted deposits |
8 | 45,933 | 5,298,442 | |||||||||
|
Accounts receivable, net |
9 | 40,493,942 | 54,141,591 | |||||||||
|
Other receivables, net |
426,286 | 390,619 | ||||||||||
|
Contract assets |
22 | 104,807,354 | 57,853,030 | |||||||||
|
Prepayments |
10 | 14,653,778 | 15,781,284 | |||||||||
|
Other current assets |
14 | 4,464,415 | 549,085 | |||||||||
|
Total current assets |
344,753,854 | 234,047,166 | ||||||||||
|
Non-current assets |
||||||||||||
|
Property and equipment, net |
11 | 29,441,217 | 15,749,411 | |||||||||
|
Right-of-use assets |
12 | 1,055,377 | 1,091,526 | |||||||||
|
Goodwill |
13 | 1,102,867 | - | |||||||||
|
Other intangible assets |
13 | 2,257,494 | 2,432,278 | |||||||||
|
Deferred tax assets, net |
5,201,078 | 11,938,173 | ||||||||||
|
Prepayments |
10 | 111,902 | 204,020 | |||||||||
|
Financial assets at FVTPL |
6 | 4,075,304 | 4,000,000 | |||||||||
|
Equity method investments |
7 | 1,377,818 | - | |||||||||
|
Other non-current assets |
14 | 507,336 | 2,420,960 | |||||||||
|
Total non-current assets |
45,130,393 | 37,836,368 | ||||||||||
|
Total assets |
$ | 389,884,247 | $ | 271,883,534 | ||||||||
(Continued)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Condensed Interim CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
|
As of |
||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||
|
Items |
Notes |
(Unaudited) |
(Audited) |
|||||||||
|
Liabilities and Equity |
||||||||||||
|
Liabilities |
||||||||||||
|
Current liabilities |
||||||||||||
|
Short-term borrowings |
15 | $ | 9,282,183 | $ | 9,427,501 | |||||||
|
Long-term borrowings, current portion |
15 | 939,058 | 963,878 | |||||||||
|
Derivative liability |
17 | 48,200,000 | - | |||||||||
|
Accounts and other payables |
16 | 91,708,655 | 46,042,759 | |||||||||
|
Lease liabilities |
36 | 304,975 | 451,368 | |||||||||
|
Stock warrant liabilities |
20 | 343,924 | 241,006 | |||||||||
|
Contract liabilities |
22 | 1,523,600 | 1,305,644 | |||||||||
|
Provisions |
72,372 | 124,441 | ||||||||||
|
Income tax liabilities |
1,378,280 | 11,588,564 | ||||||||||
|
Other current liabilities |
18 | 178,493 | 134,279 | |||||||||
|
Total current liabilities |
153,931,540 | 70,279,440 | ||||||||||
|
Non-current liabilities |
||||||||||||
|
Long-term borrowings |
15 | 63,025,823 | 3,404,363 | |||||||||
|
Lease liabilities |
36 | 931,660 | 873,114 | |||||||||
|
Provisions |
64,483 | 89,006 | ||||||||||
|
Deferred tax liabilities |
827,315 | 652,782 | ||||||||||
|
Other non-current liabilities |
18 | 249,911 | 504,990 | |||||||||
|
Total non-current liabilities |
65,099,192 | 5,524,255 | ||||||||||
|
Total liabilities |
219,030,732 | 75,803,695 | ||||||||||
|
Equity |
||||||||||||
|
Share capital |
21 | 27,664 | 26,356 | |||||||||
|
Capital surplus |
384,669,540 | 359,074,487 | ||||||||||
|
Accumulated deficit |
(206,409,041 | ) | (159,515,327 | ) | ||||||||
|
Foreign currency translation reserve |
(2,149,301 | ) | (1,400,403 | ) | ||||||||
|
Treasury shares at cost |
21 | (5,285,347 | ) | (2,105,274 | ) | |||||||
|
Equity attributable to owners of the parent |
170,853,515 | 196,079,839 | ||||||||||
|
Total equity |
170,853,515 | 196,079,839 | ||||||||||
|
Commitments and contingencies |
33 | - | - | |||||||||
|
Total liabilities and equity |
$ | 389,884,247 | $ | 271,883,534 | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Condensed Interim CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in United States dollars)
|
Six Months Ended June 30, |
||||||||||||
|
2026 |
2025 |
|||||||||||
|
Items |
Notes |
(Unaudited) |
||||||||||
|
Revenues |
22 | $ | 78,361,225 | $ | 39,325,839 | |||||||
|
Cost of revenues |
26 | (74,516,947 | ) | (25,877,004 | ) | |||||||
|
Gross profit |
3,844,278 | 13,448,835 | ||||||||||
|
Operating expenses: |
26 | |||||||||||
|
Selling and marketing expenses |
(829,468 | ) | (742,592 | ) | ||||||||
|
General and administrative expenses |
(36,622,705 | ) | (7,264,448 | ) | ||||||||
|
Research and development expenses |
(2,171,450 | ) | (1,226,139 | ) | ||||||||
|
Expected credit losses |
(4,284,687 | ) | (6,107 | ) | ||||||||
|
Foreign currency exchange losses, net |
(2,594,853 | ) | (11,552,001 | ) | ||||||||
|
Fair value measurement of financial instruments, net |
17 and 20 | (4,002,918 | ) | (1,531,210 | ) | |||||||
|
Other gains (losses), net |
23 | (518,918 | ) | (196,785 | ) | |||||||
|
Total operating expenses |
(51,024,999 | ) | (22,519,282 | ) | ||||||||
|
Operating loss |
(47,180,721 | ) | (9,070,447 | ) | ||||||||
|
Non-operating income (expenses): |
||||||||||||
|
Interest income |
24 | 1,734,858 | 1,177,271 | |||||||||
|
Finance costs |
25 | (3,209,222 | ) | (293,673 | ) | |||||||
|
Total non-operating income (expenses), net |
(1,474,364 | ) | 883,598 | |||||||||
|
Loss before income tax and share of results of equity affiliates |
(48,655,085 | ) | (8,186,849 | ) | ||||||||
|
Income tax benefit (expense) |
27 | 1,805,143 | (316,211 | ) | ||||||||
|
Loss from equity method investments |
7 | (43,772 | ) | - | ||||||||
|
Net loss |
$ | (46,893,714 | ) | $ | (8,503,060 | ) | ||||||
|
Other comprehensive income (loss) |
||||||||||||
|
Components of other comprehensive income (loss) that may be reclassified to profit or loss |
||||||||||||
|
Exchange differences on translation of foreign operations |
(748,898 | ) | 1,057,235 | |||||||||
|
Other comprehensive income (loss), net of tax |
(748,898 | ) | 1,057,235 | |||||||||
|
Total comprehensive loss |
$ | (47,642,612 | ) | $ | (7,445,825 | ) | ||||||
|
Loss per share |
||||||||||||
|
Basic |
28 | $ | (1.74 | ) | $ | (0.43 | ) | |||||
|
Diluted |
28 | $ | (1.74 | ) | $ | (0.43 | ) | |||||
|
Weighted average number of shares used in computing loss per share |
||||||||||||
|
Basic |
26,967,731 | 19,819,284 | ||||||||||
|
Diluted |
26,967,731 | 19,819,284 | ||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Condensed Interim CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in United States dollars)
|
Equity attributable to owners of the parent |
||||||||||||||||||||||||||||||||||||
|
Capital Surplus |
||||||||||||||||||||||||||||||||||||
|
Notes |
Ordinary Share Capital |
Additional Paid-in Capital |
Employee Share Options |
Restricted Share Units (“RSU”) |
Accumulated Deficit |
Foreign Currency Translation Reserve |
Treasury Shares |
Total |
||||||||||||||||||||||||||||
|
Balance at January 1, 2026 |
$ | 26,356 | $ | 355,370,757 | $ | 189,721 | $ | 3,514,009 | $ | (159,515,327 | ) | $ | (1,400,403 | ) | $ | (2,105,274 | ) | $ | 196,079,839 | |||||||||||||||||
|
Net loss |
- | - | - | - | (46,893,714 | ) | - | - | (46,893,714 | ) | ||||||||||||||||||||||||||
|
Other comprehensive loss |
- | - | - | - | - | (748,898 | ) | - | (748,898 | ) | ||||||||||||||||||||||||||
|
Total comprehensive loss |
- | - | - | - | (46,893,714 | ) | (748,898 | ) | - | (47,642,612 | ) | |||||||||||||||||||||||||
|
Share issued against: |
||||||||||||||||||||||||||||||||||||
|
Exercise of employee stock options |
19 | 15 | 224,735 | (55,135 | ) | - | - | - | - | 169,615 | ||||||||||||||||||||||||||
|
Restricted share units |
19 | 1,853 | 21,472,717 | - | (21,474,570 | ) | - | - | - | - | ||||||||||||||||||||||||||
|
Share-based compensation expenses |
19 | - | - | - | 25,426,746 | - | - | - | 25,426,746 | |||||||||||||||||||||||||||
|
Acquisition of treasury stock |
21 | - | - | - | - | - | - | (3,180,073 | ) | (3,180,073 | ) | |||||||||||||||||||||||||
|
Cancellation of shares held in escrow |
21 | (560 | ) | 560 | - | - | - | - | - | - | ||||||||||||||||||||||||||
|
Balance at June 30, 2026 |
$ | 27,664 | $ | 377,068,769 | $ | 134,586 | $ | 7,466,185 | $ | (206,409,041 | ) | $ | (2,149,301 | ) | $ | (5,285,347 | ) | $ | 170,853,515 | |||||||||||||||||
(Continued)
Condensed Interim CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in United States dollars)
|
Equity attributable to owners of the parent |
||||||||||||||||||||||||||||||||||||
|
Capital Surplus |
||||||||||||||||||||||||||||||||||||
|
Notes |
Ordinary Share Capital |
Additional Paid-in Capital |
Employee Share Options |
RSU |
Accumulated Deficit |
Foreign Currency Translation Reserve |
Treasury Shares |
Total |
||||||||||||||||||||||||||||
|
Balance at January 1, 2025 |
$ | 19,443 | $ | 253,786,028 | $ | 764,333 | $ | 34,906 | $ | (148,238,729 | ) | $ | (55,500 | ) | $ | (33,206,628 | ) | $ | 73,103,853 | |||||||||||||||||
|
Net loss |
- | - | - | - | (8,503,060 | ) | - | - | (8,503,060 | ) | ||||||||||||||||||||||||||
|
Other comprehensive income |
- | - | - | - | - | 1,057,235 | - | 1,057,235 | ||||||||||||||||||||||||||||
|
Total comprehensive income (loss) |
- | - | - | - | (8,503,060 | ) | 1,057,235 | - | (7,445,825 | ) | ||||||||||||||||||||||||||
|
Share issued against: |
||||||||||||||||||||||||||||||||||||
|
Exercise of employee stock options |
19 | 2 | 17,794 | - | - | - | - | - | 17,796 | |||||||||||||||||||||||||||
|
Share-based payment for services |
19 | 15 | 271,035 | - | - | - | - | - | 271,050 | |||||||||||||||||||||||||||
|
Restricted share units |
19 | 16 | 69,129 | - | (69,145 | ) | - | - | - | - | ||||||||||||||||||||||||||
|
Exercise of stock warrants |
20 and 21 |
2,149 | 33,558,178 | - | - | - | - | - | 33,560,327 | |||||||||||||||||||||||||||
|
Share-based compensation expenses |
19 | - | - | - | 472,642 | - | - | - | 472,642 | |||||||||||||||||||||||||||
|
Acquisition of treasury stock |
21 | - | - | - | - | - | - | (1,798,849 | ) | (1,798,849 | ) | |||||||||||||||||||||||||
|
Balance at June 30, 2025 |
$ | 21,625 | $ | 287,702,164 | $ | 764,333 | $ | 438,403 | $ | (156,741,789 | ) | $ | 1,001,735 | $ | (35,005,477 | ) | $ | 98,180,994 | ||||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Condensed Interim CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
|
Six Months Ended June 30, |
||||||||||||
|
2026 |
2025 |
|||||||||||
|
Notes |
(Unaudited) |
|||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
|
Loss before tax |
$ | (48,698,857 | ) | $ | (8,186,849 | ) | ||||||
|
Adjustments to reconcile loss to net cash used in operating activities: |
||||||||||||
|
Expected credit losses |
9 | 4,284,687 | 6,107 | |||||||||
|
Depreciation expenses |
11 and 12 |
588,726 | 325,824 | |||||||||
|
Amortization expenses |
13 | 181,200 | 317,806 | |||||||||
|
Share-based payment expenses |
19 | - | 271,050 | |||||||||
|
Share-based compensation expenses |
19 | 25,426,746 | 472,642 | |||||||||
|
Interest expense |
25 | 3,209,222 | 293,673 | |||||||||
|
Interest income |
24 | (1,734,858 | ) | (1,177,271 | ) | |||||||
|
Unrealized foreign currency exchange losses, net |
3,858,039 | 11,224,264 | ||||||||||
|
Write-back of accounts and other payables |
23 | (42,414 | ) | - | ||||||||
|
Fair value measurement of financial instruments, net |
17 and 20 |
4,002,918 | 1,531,210 | |||||||||
|
Remeasurement of lease liabilities due to lease modifications and terminations |
23 | (36,908 | ) | - | ||||||||
|
Loss from equity method investment |
7 | 43,772 | - | |||||||||
|
Loss on sale of equity shares held-for-trading |
23 | 687,475 | - | |||||||||
|
Changes in working capital |
||||||||||||
|
Changes in working capital assets |
||||||||||||
|
Contract assets |
- | (39,419,954 | ) | |||||||||
|
Accounts receivable, net |
- | 6,933,000 | ||||||||||
|
Accounts receivable and contract assets |
(40,461,664 | ) | - | |||||||||
|
Inventories |
- | 5,362 | ||||||||||
|
Prepayments |
984,884 | 12,749,966 | ||||||||||
|
Other receivables |
(59,200 | ) | - | |||||||||
|
Other assets |
(2,126,996 | ) | (18,406 | ) | ||||||||
|
Changes in working capital liabilities |
||||||||||||
|
Contract liabilities |
143,653 | (37,362 | ) | |||||||||
|
Accounts and other payables |
45,615,501 | 2,760,021 | ||||||||||
|
Provisions |
(73,058 | ) | 24,003 | |||||||||
|
Other liabilities |
(195,678 | ) | (54,308 | ) | ||||||||
|
Cash used in operations |
(4,402,810 | ) | (11,979,222 | ) | ||||||||
|
Interest received |
1,753,895 | 1,205,745 | ||||||||||
|
Interest paid |
(244,460 | ) | (324,623 | ) | ||||||||
|
Income tax paid |
(1,446,394 | ) | (1,420,411 | ) | ||||||||
|
Net cash used in operating activities |
(4,339,769 | ) | (12,518,511 | ) | ||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
|
Acquisition of property and equipment |
29 | (14,144,869 | ) | (328,833 | ) | |||||||
|
Acquisition of intangible assets |
29 | (6,661 | ) | (54,987 | ) | |||||||
|
Investment in financial assets at FVTPL |
6 | - | (4,000,000 | ) | ||||||||
|
Investments in equity affiliates |
7 | (1,444,755 | ) | - | ||||||||
|
Business acquisition (net of cash and cash equivalents acquired) |
13 | (1,075,561 | ) | - | ||||||||
|
Proceeds from sale of shares held-for-trading |
9,658,005 | - | ||||||||||
|
Acquisition of shares held-for-trading |
(10,345,480 | ) | - | |||||||||
|
Proceeds from (investment in) restricted deposits |
4,683,900 | (179,930 | ) | |||||||||
|
Increase in guarantee deposits assets |
- | (289,069 | ) | |||||||||
|
Net cash used in investing activities |
(12,675,421 | ) | (4,852,819 | ) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
|
Proceeds from short-term borrowings |
30 | - | 14,327,643 | |||||||||
|
Repayments of short-term borrowings |
30 | - | (18,680,180 | ) | ||||||||
|
Repayments of long-term borrowings |
30 | (486,622 | ) | (1,105,138 | ) | |||||||
|
Proceeds from issuance of convertible notes |
15 and 30 |
107,000,000 | - | |||||||||
|
Payment of debt issuance costs |
15 | (4,688,600 | ) | - | ||||||||
|
Principal payment of lease liabilities |
30 | (302,710 | ) | (106,870 | ) | |||||||
|
Acquisition of treasury stock |
21 | (3,180,073 | ) | (1,798,849 | ) | |||||||
|
Proceeds from exercise of stock options |
19 | 169,615 | 17,796 | |||||||||
|
Proceeds from exercise of stock warrants |
20 and 21 |
- | 12,679,732 | |||||||||
|
Net cash flows from financing activities |
98,511,610 | 5,334,134 | ||||||||||
|
Effect of foreign exchange rate changes on cash and cash equivalents |
(1,667,389 | ) | 448,200 | |||||||||
|
Net increase (decrease) in cash and cash equivalents |
79,829,031 | (11,588,996 | ) | |||||||||
|
Cash and cash equivalents at beginning of the period |
5 | 99,532,115 | 21,699,202 | |||||||||
|
Cash and cash equivalents at end of the period |
5 | $ | 179,361,146 | $ | 10,110,206 | |||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Notes to Condensed Interim Consolidated Financial Statements
(Expressed in US dollars, except as otherwise indicated)
|
1. |
Corporate and group information |
Gorilla Technology Group Inc. (the “Company”) was incorporated in the Cayman Islands in May 2001. The Company and its subsidiaries (collectively referred herein as the “Group”) is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence, Internet of Things ("IoT”) technology and data centres.
On July 14, 2022, the Company’s shares and warrants commenced trading on The Nasdaq Capital Markets under the ticker symbols “GRRR” and “GRRRW”, respectively.
|
2. |
The authorization of the condensed interim consolidated financial statements |
The accompanying condensed interim consolidated financial statements were authorized for issuance by the Audit Committee on August 24, 2026.
|
3. |
Application of new and revised International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), International Financial Reporting Interpretations Committee (“IFRIC”) Interpretations and Standing Interpretations Committee (“SIC”) Interpretations issued by the International Accounting Standards Board (“IASB”), (collectively, “IFRS”) |
|
a) |
Amendments to IFRS and the new interpretation that are mandatorily effective for the current year |
|
New Standards, Interpretations and Amendments |
Effective date issued by IASB |
|
|
Amendments to IFRS 9 and IFRS 7, ‘Contracts referencing nature–dependent electricity’ and ‘Classification and Measurement of Financial Instruments’ |
January 1, 2026 |
|
|
Annual improvements to IFRS Accounting Standards–Volume 11 |
January 1, 2026 |
The Group adopted the above amendments on January 1, 2026, and based on its assessment, the above have no significant impact on its condensed interim consolidated financial statements.
|
b) |
New standards, interpretations and amendments in issue but not yet effective |
New standards, interpretations and amendments in issue but not yet effective are as follows:
|
New Standards, Interpretations and Amendments |
Effective date issued by IASB |
|
|
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ |
To be determined by IASB |
|
|
IFRS 18, ‘Presentation and disclosure in financial statements’ |
January 1, 2027 |
|
|
IFRS 19, ‘Subsidiaries without public accountability: disclosures’ |
January 1, 2027 |
|
|
Amendments to IAS 21, ‘Translation to a hyperinflationary presentation currency’ |
January 1, 2027 |
|
|
Amendments to IAS 28, ‘Fair value option for investments in associates and joint ventures’ |
January 1, 2027 |
The Group is currently evaluating the impact of the above amendments on its condensed interim consolidated financial statements.
|
4. |
Summary of material accounting policy information |
The principal accounting policies applied in the preparation of these condensed interim consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
|
a) |
Statement of compliance |
The condensed interim consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS”) that were effective as issued by the International Accounting Standards Board ("IASB”).
|
b) |
Basis of preparation |
|
(a) |
These condensed interim consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with IFRS as issued by the IASB and in accordance with IAS 34, Interim Financial Reporting. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Group’s Annual Report on Form 20-F for the year ended December 31, 2025.
Except for the following item, these condensed interim consolidated financial statements have been prepared under the historical cost convention: |
|
i) |
Financial assets and liabilities at FVTPL. |
|
(b) |
The preparation of condensed interim consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Other than policies noted below, there have been no significant changes in the Group’s critical accounting policies and estimates during the six months ended June 30, 2026, compared to those disclosed in Note 4 dd) – Critical Accounting Judgments, Estimates and Key Sources of Assumption Uncertainty to the Group’s audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2025. |
|
c) |
Seasonality of operations |
The Group’s results of operations and cash flows may fluctuate due to various factors, including seasonality and the timing of material capital spending in long-term contracts. Historically, the first quarter of the Group’s fiscal year generally has relatively lower sales, with sales generally increasing in subsequent quarters and substantial increases during the fourth quarter. This seasonality results primarily from the fiscal year-end procurement cycle and budgeting process of certain customers, seasonal reductions in business activity during the first quarter in Asia and certain other regions, and the timing of projects and customers’ evaluation of progress. Such seasonality may result in variability in the timing of revenue recognition and collections and may cause fluctuations in the Group’s results of operations and cash flows.
|
d) |
Basis of consolidation |
|
(a) |
Basis for preparation of condensed interim consolidated financial statements: |
|
i) |
All subsidiaries are included in the Group’s condensed interim consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries. |
|
ii) |
Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group. |
|
iii) |
When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, as if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of. |
|
iv) |
The Group’s investments in equity affiliates are recorded using equity method of accounting. Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group's share of post-acquisition profits or losses and that of other comprehensive income of the associate. The Group may gain significant influence over an existing investment upon acquisition of further interest or due to a change in circumstances, in which case, the Group measures its investment in an associate by way of accumulated cost approach on the date of inception of significant influence. |
|
e) |
Convertible notes |
|
The Group classifies the convertible notes in accordance with the guidance established by IAS 32, Financial Instruments: Presentation, and IFRS 9, Financial Instruments. The Group considers a convertible note as a hybrid contract if it contains an embedded conversion feature, an embedded redemption option and a non-derivative debt host.
The debt host is accounted for as a financial liability. The financial liability component of such hybrid contract, along with non-separable embedded derivative liability, if any, is initially measured as a whole, at fair value, which is achieved by discounting the contractual cash flows using a market interest rate for a similar non-convertible debt instrument with similar features of the Group’s convertible notes, excluding the conversion feature. The financial liability is subsequently measured at amortized cost until it is extinguished by way of conversion, redemption or repayment at maturity.
The conversion feature, which does not have the effect of converting the debt host into a fixed number of shares of the Group for a fixed amount of cash or another financial assets, is accounted for as an embedded derivative liability and is separated from the debt host if it is not deemed closely related to the debt host. The embedded derivative liability is initially recognized and measured at fair value, and is subsequently remeasured at FVTPL, with any resulting fair value changes recognized as part of finance costs or interest income.
The redemption option, which does not have the effect of converting the debt host into a fixed number of shares of the Group for a fixed amount of cash or another financial assets, is accounted for as an embedded derivative liability and is not separated from the debt host if it is deemed closely related to the debt host.
Debt issuance costs are apportioned between the financial liability and embedded derivative liability in proportion to their initial carrying amounts. The debt issuance costs allocated to the financial liability component forms part of the effective interest rate and are amortized over the expected lifetime of the liability. Debt issuance costs allocated to the embedded derivative liability are expensed as incurred.
The financial liability is presented within “long-term borrowings” as “convertible notes,” while the embedded derivative liability is presented separately as derivative liabilities in the condensed interim consolidated balance sheets of the Group. The derivative liability is classified as a current liability if the Group does not have the right to defer settlement for at least 12 months after the reporting date. |
|
f) |
Business combinations |
|
|
The Group recognizes business combinations using the acquisition method under the provisions of IFRS 3 (Revised), Business Combinations.
The purchase price in a business acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Group. The purchase price also includes the fair value of any contingent consideration, which is assessed at each reporting date for the probability of the contingent event materializing leading to payment. The contingent consideration is remeasured at fair value at such reporting date and changes in the fair value of the contingent consideration are recognized in the condensed interim consolidated statement of comprehensive loss.
Identifiable tangible and intangible assets acquired, and liabilities and contingent liabilities assumed in a business acquisition are measured initially at their fair value, using generally accepted valuation methods appropriate for the nature of the asset acquired and liability assumed, on the date of acquisition, and these are subsequently measured based on the Group’s accounting policies for similar assets, liabilities and contingent liabilities. Identifiable intangible assets acquired are reported separately from goodwill.
Acquisition-related costs are expensed as incurred.
Goodwill represents the excess of consideration paid over the fair value of identifiable tangible and intangible net assets purchased in a business combination. Goodwill is not amortized but is tested for impairment at least on an annual basis, relying on several factors including operating results, business plans and estimated future cash flows of the cash generating units to which it is assigned. Goodwill is subsequently measured at its initial cost less accumulated impairment losses. |
|
g) |
Equity method investments |
|
The Group accounts for investments in equity affiliates using the equity method under the provisions of IAS 28, Investments in Associates and Joint Ventures.
Investments in equity affiliates are initially recorded at cost and any excess purchase consideration paid over proportionate share of the fair value of the net assets of the investee at the acquisition date is included in the carrying amount of the investment as goodwill and is not recognized separately. Such goodwill is not amortized. The results of equity affiliates are incorporated in the condensed interim consolidated financial statements using the equity method of accounting. The proportionate share of post-acquisition profits or losses and that of other comprehensive income of the associate is recognized in the condensed interim consolidated statements of comprehensive loss. The Company periodically reviews the carrying value of its investment to determine if there has been any other-than-temporary decline in carrying value. The investment balance for an investee is increased or decreased for cash contribution and distributions to or from, respectively. The Group may gain significant influence over an existing investment upon acquisition of further interest or due to a change in circumstances, in which case, the Group measures its investment in an associate by way of accumulated cost approach on the date of inception of significant influence. |
|
5. |
Cash and cash equivalents |
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Cash on hand |
$ | 7,207 | $ | 5,555 | ||||
|
Demand deposits |
167,950,434 | 100,274,335 | ||||||
|
Cash in brokerage accounts |
11,403,505 | 4,498,033 | ||||||
|
Time deposits |
45,933 | 52,634 | ||||||
| 179,407,079 | 104,830,557 | |||||||
|
Restricted deposits (Refer to Note 8) |
(45,933 | ) | (5,298,442 | ) | ||||
| $ | 179,361,146 | $ | 99,532,115 | |||||
|
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. |
|
b) |
As of June 30, 2026 and December 31, 2025, range of interest rate of time deposits was 1.51%~1.64% and 1.38%~1.64%, respectively. Some time and demand deposits provided as guarantees and with maturity over three months were reclassified as “restricted deposits.” Refer to Note 8 for further details. |
|
6. |
Financial assets at FVTPL |
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Current items: |
||||||||
|
Investment in a rent-a-captive company (1) |
$ | 1,000 | $ | 1,000 | ||||
|
Convertible loan (2) |
500,000 | 500,000 | ||||||
| $ | 501,000 | $ | 501,000 | |||||
|
Non-current items: |
||||||||
|
Investment in SAFE (3) |
$ | 4,000,000 | $ | 4,000,000 | ||||
|
Investments as a Carried Interest Partner in LLPs (Refer to Note 13(a)) |
75,304 | - | ||||||
| $ | 4,075,304 | $ | 4,000,000 | |||||
|
(1) |
In 2022, the Group entered into a rent-a-captive arrangement with an insurance company. In a rent-a-captive structure, an insurance company provides insurance services through a captive company to its participants. The Group participates in the captive insurance agreement by investing certain capital and insures itself against future losses, wherein such investment covers the premium for future claims payments. The insurance company agrees to cause dividends of the rent-a-captive company to be declared and paid to the Group, if approved. |
|
(2) |
In December 2025, the Group, through its wholly owned subsidiary Gorilla Technology UK Limited (“Gorilla UK”), entered into a convertible loan agreement (the “Astrikos Loan Agreement”) with Astrikos Pte. Ltd. (“Astrikos AI”) and Hegde Chinmaya (Controlling Shareholder of Astrikos AI), for setting-up a loan facility of $500,000 (the “Astrikos Loan Facility”) for Astrikos AI. The Group disbursed the loan of $500,000 in December 2025.
The Astrikos Loan Agreement provides for a 0% interest rate for the first twelve months from the date of drawdown and 20% per annum thereafter. The interest shall be rolled and added to the principal amount of loan and shall be payable as and when the principal amount outstanding under the agreement is redeemed or repaid in full. The loan is repayable 12 months from the date of the agreement, unless repaid earlier or converted. On the repayment date, the Borrower may elect to repay the outstanding amount in cash or, failing such repayment, the outstanding principal and accrued interest will convert into preference shares representing 3.9375% of the fully diluted share capital of Astrikos AI.
During the six months ended June 30, 2026, certain developments occurred, which shall lead to repayment and full settlement of the loan outstanding under the Astrikos Loan Facility, which the Group expects to close by September 30, 2026. Considering the Group’s estimates of short-term duration of the loan, the Group considers the fair value of the convertible loan to approximate its cost. |
|
(3) |
On March 11, 2025, the Company entered into a partnership agreement with One Amazon USA Inc., in connection with an investment through a Simple Agreement for Future Equity (“SAFE”) for a total investment commitment of up to $5,000,000. The agreement designates the Company as the primary technology provider for One Amazon’s Internet of Forests initiative. The SAFE represents a future right to equity that automatically converts into preferred stock upon a qualifying equity financing at a 15% discount to the lowest price paid by new investors, while providing for a payout equal to the greater of the purchase price or the fair market value conversion amount upon an IPO, direct listing, or change of control. Although the Company holds no voting rights prior to conversion, the SAFE entitles the Company to receive dividends on par with common stock and maintains liquidation priority junior to indebtedness but pari passu with other SAFE and preferred stockholders. The Company classifies this investment as a FVTPL and remeasures the instrument at each reporting date.
As of June 30, 2026, management evaluated whether any significant changes in facts and circumstances had occurred since the most recent valuation date of December 31, 2025 that would indicate a material change in the fair value of the SAFE and concluded that none had occurred. |
|
7. |
Equity method investments |
|
2026 |
2025 |
|||||||
|
At January 1 |
$ | - | $ | - | ||||
|
Additions (1) |
1,444,755 | - | ||||||
|
Loss from equity method investments |
(43,772 | ) | - | |||||
|
Currency translation adjustments |
(23,165 | ) | - | |||||
|
At June 30 |
$ | 1,377,818 | $ | - | ||||
|
(1) |
In March 2026, the Group, through its wholly owned subsidiary, Gorilla UK entered into an agreement (the “Astrikos CCD Agreement”) with Astrikos AI Private Limited (Astrikos India) and Chinmaya Hegde (the Promoter and controlling shareholder of Astrikos India), an affiliate and a direct holding company of Astrikos AI, to subscribe to 932,524 unsecured and compulsorily convertible debentures (“CCDs”) of Astrikos India in an amount of INR 45,479,195 (equivalent to $491,896 at the transaction date). In May 2026, the Group amended the Astrikos CCD Agreement (the “Amended and Restated Astrikos CCD Agreement”) to comply with certain regulatory norms in India. CCDs shall mandatorily and automatically convert into equity shares of Astrikos India in the ratio of 1:1 at the earliest of (a) anytime at the option of the Group; or (b) completion of an equity financing round; or (c) expiry of 18 months from the date of issuance. Following the investment, the Group obtained an interest of 8.51% on a fully diluted basis in the equity of Astrikos India.
Subsequently, in May 2026, the Group, through its wholly owned subsidiary, Gorilla UK entered into a Share Subscription Agreement (“Astrikos SSA”) with Astrikos India and Chinmaya Hegde. Pursuant to the Astrikos SSA, Gorilla UK agreed to subscribe for 1,787,537 compulsory convertible preference shares (“CCPS”) and 10 equity shares of Astrikos India for an aggregate consideration of INR 90,950,391 (equivalent to $952,859 at the transaction date). CCPS are mandatorily convertible into equity shares of Astrikos India at any time on or before the expiry of 19 years from the date of issuance in the ratio of 1:1. Following the investment, the Company obtained an interest of 20.78%, inclusive of its March 2026 investment, on a fully diluted basis in the equity of Astrikos India. The Group concluded that it has significant influence over Astrikos India and accounted for its investments in Astrikos India using the equity method. |
|
8. |
Restricted deposits |
| As of | ||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Restricted deposits: |
||||||||
|
Time deposits |
$ | 45,933 | $ | 52,634 | ||||
|
Demand deposits |
- | 5,245,808 | ||||||
| $ | 45,933 | $ | 5,298,442 | |||||
|
a) |
As of June 30, 2026 and December 31, 2025, 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 these financial assets held by the Group was $45,933 and $5,298,442, respectively. |
|
b) |
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. |
|
9. |
Accounts receivable, net |
| As of | ||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Accounts receivable |
$ | 45,655,394 | $ | 55,085,782 | ||||
|
Less: Allowance for Expected Credit Losses ("ECLs") |
(5,161,452 | ) | (944,191 | ) | ||||
| $ | 40,493,942 | $ | 54,141,591 | |||||
|
a) |
Accounts receivable are non-interest bearing and are measured at the original invoice amount as the effect of discounting is immaterial. |
|
b) |
The aging analysis of accounts receivable is as follows: |
| As of | ||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Not past due |
$ | 22,292,978 | $ | 26,538,008 | ||||
|
Up to 90 days |
4,554,493 | 20,100,156 | ||||||
|
91 to 180 days |
10,616,105 | - | ||||||
|
181 to 365 days |
8,048,869 | 8,447,618 | ||||||
|
Over 365 days |
142,949 | - | ||||||
| $ | 45,655,394 | $ | 55,085,782 | |||||
The above aging analysis was based on days overdue.
|
c) |
As of June 30, 2026 and December 31, 2025, 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 Group’s accounts receivable were $45,655,394 and $55,085,782, respectively. |
|
d) |
The movement in “Allowance for ECLs” was as follows: |
|
2026 |
2025 |
|||||||
|
At January 1 |
$ | 944,191 | $ | 7,465,561 | ||||
|
Additions |
4,284,687 | 6,107 | ||||||
|
Write-off |
- | (7,353,344 | ) | |||||
|
Currency translation adjustments |
(67,426 | ) | (27,234 | ) | ||||
|
At June 30 |
$ | 5,161,452 | $ | 91,090 | ||||
|
10. |
Prepayments |
| As of | ||||||||
|
June 30, |
December 31, |
|||||||
|
Items |
2026 |
2025 |
||||||
|
Current items: |
||||||||
|
Prepayment for purchases of materials |
$ | 14,099,797 | $ | 14,803,350 | ||||
|
Prepaid expenses |
543,124 | 581,266 | ||||||
|
Others |
10,857 | 396,668 | ||||||
| $ | 14,653,778 | $ | 15,781,284 | |||||
|
Non-current items: |
||||||||
|
Prepayment for insurance expenses |
$ | 111,902 | $ | 204,020 | ||||
|
11. |
Property and equipment, net |
|
Land (1) |
Buildings and structures (1) |
Leasehold improvements |
Transportation equipment |
Office equipment |
Other equipment (2) |
Total |
||||||||||||||||||||||
|
At January 1, 2026 |
||||||||||||||||||||||||||||
|
Cost |
$ | 12,453,416 | $ | 3,207,327 | $ | 191,111 | $ | 20,331 | $ | 2,113,678 | $ | 2,632,264 | $ | 20,618,127 | ||||||||||||||
|
Accumulated depreciation |
- | (1,016,058 | ) | (4,709 | ) | (20,331 | ) | (1,583,346 | ) | (2,244,272 | ) | (4,868,716 | ) | |||||||||||||||
| $ | 12,453,416 | $ | 2,191,269 | $ | 186,402 | $ | - | $ | 530,332 | $ | 387,992 | $ | 15,749,411 | |||||||||||||||
|
January 1, 2026 |
$ | 12,453,416 | $ | 2,191,269 | $ | 186,402 | $ | - | $ | 530,332 | $ | 387,992 | $ | 15,749,411 | ||||||||||||||
|
Additions |
- | - | 5,440 | - | 36,249 | 5,561 | 47,250 | |||||||||||||||||||||
|
Depreciation expenses |
- | (38,794 | ) | (37,758 | ) | - | (176,335 | ) | (53,723 | ) | (306,610 | ) | ||||||||||||||||
|
Currency translation adjustments |
(191,960 | ) | (33,453 | ) | (8,026 | ) | - | (12,176 | ) | (6,008 | ) | (251,623 | ) | |||||||||||||||
|
June 30, 2026 |
$ | 12,261,456 | $ | 2,119,022 | $ | 146,058 | $ | - | $ | 378,070 | $ | 333,822 | $ | 15,238,428 | ||||||||||||||
|
At June 30, 2026 |
||||||||||||||||||||||||||||
|
Cost |
$ | 12,261,456 | $ | 3,157,888 | $ | 187,961 | $ | 20,018 | $ | 2,083,970 | $ | 2,051,399 | $ | 19,762,692 | ||||||||||||||
|
Accumulated depreciation |
- | (1,038,866 | ) | (41,903 | ) | (20,018 | ) | (1,705,900 | ) | (1,717,577 | ) | (4,524,264 | ) | |||||||||||||||
| $ | 12,261,456 | $ | 2,119,022 | $ | 146,058 | $ | - | $ | 378,070 | $ | 333,822 | $ | 15,238,428 | |||||||||||||||
|
Capital work-in-progress |
14,202,789 | |||||||||||||||||||||||||||
|
Net carrying value as at June 30, 2026 |
$ | 29,441,217 | ||||||||||||||||||||||||||
|
Land (1) |
Buildings and structures (1) |
Transportation equipment |
Office equipment |
Other equipment (2) |
Total |
|||||||||||||||||||
|
At January 1, 2025 |
||||||||||||||||||||||||
|
Cost |
$ | 11,901,824 | $ | 3,061,195 | $ | 19,431 | $ | 1,872,113 | $ | 2,263,591 | $ | 19,118,154 | ||||||||||||
|
Accumulated depreciation |
- | (896,601 | ) | (19,431 | ) | (1,199,925 | ) | (2,063,054 | ) | (4,179,011 | ) | |||||||||||||
| $ | 11,901,824 | $ | 2,164,594 | $ | - | $ | 672,188 | $ | 200,537 | $ | 14,939,143 | |||||||||||||
|
January 1, 2025 |
$ | 11,901,824 | $ | 2,164,594 | $ | - | $ | 672,188 | $ | 200,537 | $ | 14,939,143 | ||||||||||||
|
Additions |
- | 26,690 | - | 302,143 | - | 328,833 | ||||||||||||||||||
|
Depreciation expenses |
- | (38,146 | ) | - | (179,366 | ) | (26,550 | ) | (244,062 | ) | ||||||||||||||
|
Currency translation adjustments |
1,451,006 | 260,455 | - | 78,835 | 17,058 | 1,807,354 | ||||||||||||||||||
|
June 30, 2025 |
$ | 13,352,830 | $ | 2,413,593 | $ | - | $ | 873,800 | $ | 191,045 | $ | 16,831,268 | ||||||||||||
|
At June 30, 2025 |
||||||||||||||||||||||||
|
Cost |
$ | 13,352,830 | $ | 3,461,175 | $ | 21,799 | $ | 2,404,965 | $ | 2,521,961 | $ | 21,762,730 | ||||||||||||
|
Accumulated depreciation |
- | (1,047,582 | ) | (21,799 | ) | (1,531,165 | ) | (2,330,916 | ) | (4,931,462 | ) | |||||||||||||
| $ | 13,352,830 | $ | 2,413,593 | $ | - | $ | 873,800 | $ | 191,045 | $ | 16,831,268 | |||||||||||||
|
Capital work-in-progress |
- | |||||||||||||||||||||||
|
Net carrying value as at June 30, 2025 |
$ | 16,831,268 | ||||||||||||||||||||||
|
(1) |
Information relating to property and equipment that were pledged to others as collaterals is provided in Note 32. |
|
(2) |
Other equipment primarily includes big data platform for image analytics, data storage equipment and server equipment. |
|
12. |
Leasing arrangements – lessee |
|
a) |
The carrying amount of right-of-use (“ROU”) assets and the depreciation expenses are as follows: |
|
Carrying amount of ROU assets |
||||||||
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Office facilities |
$ | 1,055,377 | $ | 1,091,526 | ||||
|
Depreciation expenses |
||||||||
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Office facilities |
$ | 282,116 | $ | 81,762 | ||||
|
b) |
During the six months ended June 30, 2026 and 2025, the additions to right-of-use assets were $824,886 and $Nil, respectively. |
|
c) |
During the six months ended June 30, 2026, the Group modified certain of its operating leases resulting in a reduction of its lease liabilities by $545,514, with a corresponding reduction in ROU assets. |
|
d) |
Supplemental information relating to lease contracts is as follows: |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Items affecting profit or loss |
||||||||
|
Interest expense on lease liabilities |
$ | 57,966 | $ | 8,914 | ||||
|
Expense recognized for short-term lease contracts |
$ | 159,966 | $ | 99,998 | ||||
|
Expense recognized for leases of low-value assets |
$ | 1,825 | $ | 1,972 | ||||
|
e) |
During the six months ended June 30, 2026 and 2025, the Group’s total cash outflow for leases, including short-term and low-value leases, were $522,467 and $217,754, respectively. |
|
13. |
Business Combinations, Goodwill and Other Intangible Assets |
a) Business Combinations
Shackleton Finance Limited
On June 24, 2026, the Company completed the acquisition of Shackleton Finance Limited ("SFL") pursuant to an equity securities purchase agreement (the "Purchase Agreement"). SFL was renamed to Gorilla Tech Capital Limited (“GTC”) following completion of the acquisition. The Company acquired 100% of the issued and outstanding equity securities of SFL for an initial cash consideration of GBP 1,004,585, including cash and cash equivalents acquired at the closing of the acquisition (the “Closing”), subject to a post-closing working capital adjustment to be determined in accordance with the Purchase Agreement. To finance the acquisition at closing, the company utilized its available cash on hand.
GTC is a UK-based Alternative Investment Fund Manager authorized and regulated by the Financial Conduct Authority ("FCA"). The acquisition strengthens the Group's capital formation capabilities by establishing GTC as its regulated capital platform, focused on mobilizing institutional investment into AI data centers, GPU-as-a-Service deployments, sovereign infrastructure and adjacent digital infrastructure assets.
The Company is in the process of finalizing the adjustments related to working capital position and other post-closing adjustments, which, when determined, may result in the recognition of additional assets or liabilities as of the acquisition date, and shall accordingly lead to finalization of the purchase consideration.
The Company accounted for the business combination using the acquisition method of accounting. The measurement period will not exceed one year from the acquisition date. Pursuant to the Company’s business combinations accounting policy, the aggregate purchase consideration for GTC was partially allocated to identifiable net tangible assets based upon their preliminary fair values. The Company is also in the process of identification of intangible assets acquired, which shall be measured and recognized upon the completion of such process. The excess of the estimated purchase consideration over fair value of identifiable net tangible and intangible assets was recorded as goodwill, which is preliminary. The goodwill recognized represents the acquired capabilities, operating synergies and other benefits expected to result from combining the acquired operations with the Company’s existing operations.
The Company's preliminary purchase price allocation to the assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date, is as follows:
|
Assets: |
||||
|
Cash and cash equivalents |
$ | 250,089 | ||
|
Accounts receivable, net |
4,618 | |||
|
Contract assets |
5,189 | |||
|
Other current assets |
660 | |||
|
Intangible assets |
- | |||
|
Financial assets at FVTPL |
75,076 | |||
|
Total assets |
$ | 335,632 | ||
|
Liabilities: |
||||
|
Accounts and other payables |
83,115 | |||
|
Contract liabilities |
26,394 | |||
|
Total liabilities |
109,509 | |||
|
Net assets acquired |
226,123 | |||
|
Goodwill |
1,099,527 | |||
|
Total purchase consideration |
$ | 1,325,650 |
Acquisition-related costs are being expensed as incurred and are included in general and administrative expenses in the condensed interim consolidated statements of comprehensive loss. The Company recognized acquisition-related costs of $340,000 during the six months ended June 30, 2026.
The results of operations of the acquired business and the fair value of the assets acquired and liabilities assumed are included in the Group’s condensed interim consolidated financial statements with effect from the date of the acquisition. The acquisition did not materially impact the Group's financial position, results of operations or cash flows for the period.
b) Goodwill
Following is a summary of changes in the carrying amount of goodwill:
|
2026 |
2025 |
|||||||
|
At January 1 |
$ | - | $ | - | ||||
|
Acquisition |
1,099,527 | - | ||||||
|
Currency translation adjustments |
3,340 | - | ||||||
|
At June 30 |
$ | 1,102,867 | $ | - | ||||
c) Other Intangible Assets
|
Computer software |
Intellectual property rights |
Total |
||||||||||
|
At January 1, 2026 |
||||||||||||
|
Cost |
$ | 567,424 | $ | 3,850,000 | $ | 4,417,424 | ||||||
|
Accumulated amortization |
(557,646 | ) | (1,427,500 | ) | (1,985,146 | ) | ||||||
| $ | 9,778 | $ | 2,422,500 | $ | 2,432,278 | |||||||
|
At January 1, 2026 |
$ | 9,778 | $ | 2,422,500 | $ | 2,432,278 | ||||||
|
Additions |
6,661 | - | 6,661 | |||||||||
|
Amortization expenses |
(10,200 | ) | (171,000 | ) | (181,200 | ) | ||||||
|
Currency translation adjustments |
(245 | ) | - | (245 | ) | |||||||
|
At June 30, 2026 |
$ | 5,994 | $ | 2,251,500 | $ | 2,257,494 | ||||||
|
At June 30, 2026 |
||||||||||||
|
Cost |
$ | 520,813 | $ | 3,850,000 | $ | 4,370,813 | ||||||
|
Accumulated amortization |
(514,819 | ) | (1,598,500 | ) | (2,113,319 | ) | ||||||
| $ | 5,994 | $ | 2,251,500 | $ | 2,257,494 | |||||||
|
Computer software |
Intellectual property rights |
Total |
||||||||||
|
At January 1, 2025 |
||||||||||||
|
Cost |
$ | 582,461 | $ | 3,850,000 | $ | 4,432,461 | ||||||
|
Accumulated amortization |
(415,300 | ) | (1,085,500 | ) | (1,500,800 | ) | ||||||
| $ | 167,161 | $ | 2,764,500 | $ | 2,931,661 | |||||||
|
January 1, 2025 |
$ | 167,161 | $ | 2,764,500 | $ | 2,931,661 | ||||||
|
Additions |
54,987 | - | 54,987 | |||||||||
|
Amortization expenses |
(146,806 | ) | (171,000 | ) | (317,806 | ) | ||||||
|
Currency translation adjustments |
7,074 | - | 7,074 | |||||||||
|
June 30, 2025 |
$ | 82,416 | $ | 2,593,500 | $ | 2,675,916 | ||||||
|
At June 30, 2025 |
||||||||||||
|
Cost |
$ | 582,461 | $ | 3,850,000 | $ | 4,432,461 | ||||||
|
Accumulated amortization |
(500,045 | ) | (1,256,500 | ) | (1,756,545 | ) | ||||||
| $ | 82,416 | $ | 2,593,500 | $ | 2,675,916 | |||||||
Details of amortization of intangible assets were as follows:
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Selling and marketing expenses |
$ | - | $ | 1,088 | ||||
|
General and administrative expenses |
1,599 | 131,760 | ||||||
|
Research and development expenses |
179,601 | 184,958 | ||||||
| $ | 181,200 | $ | 317,806 | |||||
|
14. |
Other assets |
|
As of |
||||||||||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Current |
Non-current |
Total |
Current |
Non-current |
Total |
|||||||||||||||||||
|
Guarantee deposits assets |
$ | 2,883,026 | $ | 38,429 | $ | 2,921,455 | $ | 317,959 | $ | 2,070,230 | $ | 2,388,189 | ||||||||||||
|
Lease and other deposits |
853,967 | 468,907 | 1,322,874 | 46,478 | 285,269 | 331,747 | ||||||||||||||||||
|
Receivables from statutory authorities |
727,422 | - | 727,422 | 184,075 | - | 184,075 | ||||||||||||||||||
|
Advances to employees |
- | - | - | 573 | - | 573 | ||||||||||||||||||
|
Others |
- | - | - | - | 65,461 | 65,461 | ||||||||||||||||||
| $ | 4,464,415 | $ | 507,336 | $ | 4,971,751 | $ | 549,085 | $ | 2,420,960 | $ | 2,970,045 | |||||||||||||
|
15. |
Borrowings |
A) Credit Facilities and Term Loans
Refer to table below for details of borrowings, presented separately for short-term loans, long-term loans and letter of guarantee (“LG”). Lender A refers to Shanghai Commercial & Savings Bank, Ltd.; Lender B refers to Hua Nan Commercial Bank, and Lender C refers to Credit Agricole Egypt S.A.E.
|
As of June 30, 2026 |
||||||||||||||||||||||||||
|
Lender |
Facility Period |
Credit Facility |
Outstanding Amount of Borrowings (Cash) | Outstanding Amount of LG (Non-cash) |
Undrawn Amount |
Interest Rate |
Guarantor |
Collateral |
||||||||||||||||||
|
Short-term borrowings |
||||||||||||||||||||||||||
|
Lender A |
12.2025-11.2026 | $ | 6,341,532 | $ | 2,773,636 | $ | 905,036 | $ | 2,662,860 | 2.805 | % |
None |
Land, Buildings and Structures |
|||||||||||||
|
Lender B |
08.2025-08.2026 | 5,964,808 | 4,646,271 | 371,070 | 947,467 | 2.85 | % |
None |
Same as above |
|||||||||||||||||
|
Lender B |
04.2026-10.2026 | 2,197,561 | 1,862,276 | 30,370 | 304,915 | 2.80 | % |
None |
Blank promissory notes held by the bank |
|||||||||||||||||
|
Lender C (1) |
09.2025-08.2026 | 8,125,127 | - | 1,705,499 | - | - | % |
None |
None |
|||||||||||||||||
| 9,282,183 | 3,011,975 | 3,915,242 | ||||||||||||||||||||||||
|
Long-term borrowings |
||||||||||||||||||||||||||
|
Lender A |
03.2016-03.2031 | $ | 2,982,404 | $ | 2,080,192 | 3.045 | % |
None |
Land, Buildings and Structures |
|||||||||||||||||
|
Lender A |
03.2016-03.2031 | 1,569,686 | 1,094,838 | 3.045 | % |
None |
Same as above |
|||||||||||||||||||
|
Lender B |
06.2023-08.2028 | 1,700,912 | 643,465 | 2.52 | % |
None |
Land, Buildings and Structures |
|||||||||||||||||||
| 3,818,495 | ||||||||||||||||||||||||||
|
Current |
939,058 | |||||||||||||||||||||||||
|
Non-current |
2,879,437 | |||||||||||||||||||||||||
|
As of December 31, 2025 |
||||||||||||||||||||||||||
|
Lender |
Facility Period |
Credit Facility |
Outstanding Amount of Borrowings (Cash) | Outstanding Amount of LG (Non-cash) |
Undrawn Amount |
Interest Rate |
Guarantor |
Collateral |
||||||||||||||||||
|
Short-term borrowings |
||||||||||||||||||||||||||
|
Lender A |
12.2025-11.2026 | $ | 6,440,812 | $ | 2,817,059 | $ | 954,244 | $ | 2,669,509 | 2.805 | % |
None |
Land, Buildings and Structures |
|||||||||||||
|
Lender B |
08.2025-08.2026 | 6,058,190 | 4,719,011 | 1,014,584 | 324,595 | 2.85 | % |
None |
Same as above |
|||||||||||||||||
|
Lender B |
09.2025-03.2026 | 2,231,965 | 1,891,431 | 81,862 | 258,672 | 2.80 | % |
None |
Blank promissory notes held by the bank |
|||||||||||||||||
|
Lender C (1) |
09.2025-08.2026 | 8,393,293 | - | 4,487,980 | - | - | % |
None |
None |
|||||||||||||||||
| 9,427,501 | 6,538,670 | 3,252,776 | ||||||||||||||||||||||||
|
Long-term borrowings |
||||||||||||||||||||||||||
|
Lender A |
03.2016-03.2031 | $ | 3,029,095 | $ | 2,321,836 | 3.045 | % |
None |
Land, Buildings and Structures |
|||||||||||||||||
|
Lender A |
03.2016-03.2031 | 1,594,261 | 1,222,019 | 3.045 | % |
None |
Same as above |
|||||||||||||||||||
|
Lender A |
03.2016-03.2026 | 318,852 | 20,030 | 3.045 | % |
None |
None |
|||||||||||||||||||
|
Lender B |
06.2023-08.2028 | 1,727,541 | 804,356 | 2.52 | % |
None |
Land, Buildings and Structures |
|||||||||||||||||||
| 4,368,241 | ||||||||||||||||||||||||||
|
Current |
963,878 | |||||||||||||||||||||||||
|
Non-current |
3,404,363 | |||||||||||||||||||||||||
|
(1) |
The credit facility from Lender C is restricted to letter of credit to be utilized for furnishing it to the Group's customers and does not permit cash borrowings. |
B) Convertible notes
The details are as follows:
|
As of |
||||||||||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Current |
Non-current |
Total |
Current |
Non-current |
Total |
|||||||||||||||||||
|
Long-term borrowings |
$ | - | $ | 62,999,355 | $ | 62,999,355 | $ | - | $ | - | $ | - | ||||||||||||
|
Unamortized debt issuance costs |
- | (2,852,969 | ) | (2,852,969 | ) | - | - | - | ||||||||||||||||
| $ | - | $ | 60,146,386 | $ | 60,146,386 | $ | - | $ | - | $ | - | |||||||||||||
In June 2026, the Company issued $107,000,000 in aggregate principal amount of 7.50% per annum Senior Unsecured Convertible Notes due in June 2031 (the “June 2026 Notes”). The June 2026 Notes are direct senior unsecured obligations of the Company. The holders of the June 2026 Notes rank pari passu in right of payment with all other holders of the Company's unsecured and unsubordinated indebtedness. The Company intends to use the net proceeds from the June 2026 Notes to fund purchases of equipment for its data centre projects and with any remaining proceeds to be used for general corporate purposes.
The June 2026 Notes bear interest at a fixed rate of 7.50% per annum, payable semi-annually in arrears, at the Company’s discretion either in cash or by way of issuance of equity shares of the Company, on June 15 and December 15 of each year, beginning on December 15, 2026. During the six months ended June 30, 2026 and 2025, the Company recognized interest expense of $579,583 and $Nil, respectively.
The June 2026 Notes will mature on June 15, 2031, unless earlier repurchased, redeemed or converted. Subject to restricted ownership percentages in effect, holders may convert, at their option, all or any part of their principal amount, together with accrued and unpaid interest thereon, into the Company's ordinary shares at the then applicable conversion rate, together with cash in lieu of any fractional shares, if applicable. The initial conversion rate was 39.2425 ordinary shares per $1,000 principal amount plus accrued and unpaid interest on the June 2026 Notes (which represents an initial conversion price of approximately $25.4826 per share). The conversion rate is subject to customary adjustments upon the occurrence of certain events.
The Company may redeem the principal amount of the June 2026 Notes, at its option, in whole or in part, at a redemption price equal to the principal amount redeemed, plus accrued and unpaid interest to the redemption date, on or after June 15, 2029, provided that the volume weighted average price (“VWAP”) of the Company’s ordinary shares exceeds 150% of the then current conversion price for at least 20 trading days out of 30 consecutive trading days period immediately preceding the notice of redemption. The Company shall settle redemption of the June 2026 Notes by paying or delivering cash. At any time, the Company may, to the extent permitted by law, repurchase the June 2026 Notes in the open market or by tender offer at any price or by private agreement. Upon a fundamental change, as defined in the Indenture, the holders of the June 2026 Notes may require the Company to repurchase for cash all or a part of their June 2026 Notes in principal amounts of $1,000 or any integral multiple thereof, at a repurchase price equal to the principal amount plus accrued and unpaid interest.
The June 2026 Notes contain a host debt contract, an embedded redemption feature and an embedded conversion feature. Upon issuance, the Company assessed the terms of the embedded redemption and conversion features and concluded that except for the redemption feature, the conversion feature was not closely related to the host debt contract. The embedded conversion feature did not meet the fixed-for-fixed criterion under IAS 32, accordingly, such feature was separated from the host debt contract and accounted separately as an embedded derivative liability. The embedded redemption feature was considered a part of the host debt contract (collectively as the “Debt Liability”) and was accounted for as a financial liability under IAS 32.
At initial recognition, the fair value of the embedded derivative liability was $44,300,000, and the initial carrying amount of the Debt Liability was $62,700,000, being the residual amount of the proceeds received. The initial carrying amount of the Debt Liability represents its estimated fair value at issuance and corroborates with debt issuances with similar features of the 2026 June Notes, excluding the conversion feature. The resulting effective interest rate for the 2026 June Notes was 21.59% per annum.
The net proceeds from the issuance of the June 2026 Notes were $102,061,400, after deducting debt issuance costs of $4,575,000 and offering expenses of $363,600 incurred by the Company, collectively called as Debt Transaction Costs. These Debt Transaction Costs were apportioned between the Debt Liability and embedded derivative liability based on their relative fair values on initial recognition. Debt Transaction Costs apportioned to the Debt Liability are deferred and amortized as an adjustment to interest expense over the term of the 2026 June Notes. Debt Transaction Costs allocated to the derivative component are expensed as incurred. During the six months ended June 30, 2026 and 2025, the Company amortized $40,959 and $Nil, respectively of the Debt Transaction Costs allocated to Debt Liability, which has been presented in Note 25 – Finance costs – Interest expense on convertible notes.
|
16. |
Accounts and other payables |
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Accounts payable |
$ | 88,161,502 | $ | 43,853,976 | ||||
|
Accrued expenses |
2,262,754 | 1,009,469 | ||||||
|
Employee payable |
569,561 | 771,701 | ||||||
|
Capital creditors |
128,304 | - | ||||||
|
Other payables (1) |
586,534 | 407,613 | ||||||
| $ | 91,708,655 | $ | 46,042,759 | |||||
|
(1) |
Other payables primarily includes accrued interest payable on borrowings and liabilities related to acquisition of treasury stock. |
|
17. |
Derivative liabilities |
The details are as follows:
|
2026 |
2025 |
|||||||
|
At January 1 |
$ | - | $ | - | ||||
|
Additions |
44,300,000 | - | ||||||
|
Fair value changes |
3,900,000 | - | ||||||
|
At June 30 |
$ | 48,200,000 | $ | - | ||||
In connection with the issuance of the June 2026 Notes, the Company recognized a derivative liability related to the embedded conversion feature. See Note 15 for further details on the accounting treatment of the convertible notes and associated derivative liability.
The fair value of the derivative liability was determined using the following assumptions on the respective measurement dates:
|
As of |
||||||||
|
June 30, 2026 |
June 5, 2026 |
|||||||
|
Stock Price |
$ | 19.88 | $ | 17.14 | ||||
|
Dividend yield (%) |
0.0 | % | 0.0 | % | ||||
|
Risk-free interest rate (%) |
4.2 | % | 4.3 | % | ||||
|
Expected volatility (%) |
143.9 | % | 144.9 | % | ||||
|
18. |
Other liabilities |
|
As of |
||||||||||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
Current |
Non-current |
Total |
Current |
Non-current |
Total |
|||||||||||||||||||
|
Payable to statutory authorities |
$ | 121,626 | $ | - | $ | 121,626 | $ | 134,185 | $ | - | $ | 134,185 | ||||||||||||
|
Retirement benefits |
28,030 | 128,255 | 156,285 | - | - | - | ||||||||||||||||||
|
Guarantee deposits liabilities |
27,743 | 121,656 | 149,399 | - | 504,990 | 504,990 | ||||||||||||||||||
|
Others |
1,094 | - | 1,094 | 94 | - | 94 | ||||||||||||||||||
| $ | 178,493 | $ | 249,911 | $ | 428,404 | $ | 134,279 | $ | 504,990 | $ | 639,269 | |||||||||||||
|
19. |
Share-based payment |
|
a) |
During the six months ended June 30, 2025, the Company issued 15,000 ordinary shares to RedChip Companies, Inc. as performance-based compensation, upon achievement of specified stock price performance targets, in accordance with the terms of the agreement. |
|
Type of arrangement |
Grant Period |
Quantity Granted (Ordinary shares) |
Contract Period |
Vesting Conditions |
|||
|
Obtain professional service through share-based payment |
July 2024 |
15,000 |
Upon completion of targets |
Upon completion of stock price targets |
|||
|
b) |
Share option activity under the Group’s stock-based compensation plans for employees is shown below: |
|
2026 |
2025 |
|||||||||||||||
|
No. of options |
Weighted average exercise price |
No. of Options |
Weighted average exercise price |
|||||||||||||
|
Outstanding as of January 1 |
44,243 | $ | 11.66 | 50,421 | $ | 11.66 | ||||||||||
|
Granted |
- | - | - | - | ||||||||||||
|
Exercised |
(14,497 | ) | 11.66 | (1,521 | ) | 11.66 | ||||||||||
|
Cancelled / forfeited |
- | - | - | - | ||||||||||||
|
Outstanding as of June 30 |
29,746 | $ | 11.66 | 48,900 | $ | 11.66 | ||||||||||
|
Exercisable as of June 30 |
29,746 | $ | 11.66 | 48,900 | $ | 11.66 | ||||||||||
|
c) |
In March 2026, the Group granted 550,000 performance-based restricted stock units (“PRSUs”) under the Company's 2023 Omnibus Incentive Plan to certain employees. Each PRSU represents the right to receive one ordinary share of the Company, subject to the satisfaction of specified vesting conditions over a performance period of ~3.8 years from the date of grant.
The PRSUs are subject to service condition and performance condition, both, wherein the performance condition is a market condition. Such market condition is based on the market capitalization of the Company. The awards vest in tranches upon the Company’s market capitalization exceeding specified thresholds for 20 consecutive trading days prior to January 1, 2030, subject to the recipient’s continued service through the applicable vesting date. The first tranche of 250,000 PRSUs vests upon achievement of a market capitalization of $500,000,000, with an additional 100,000 PRSUs vesting upon achievement of each of the $1,000,000,000, $2,000,000,000 and $3,000,000,000 market capitalization thresholds. In the event of termination without cause, subject to the terms and conditions of the underlying award agreement, the PRSUs may vest if the applicable market capitalization milestones are achieved within the subsequent 12 months from such termination. |
PRSUs activity under the Group’s stock-based compensation plans for employees is shown below:
|
2026 |
2025 |
|||||||||||||||
|
No. of Units |
Weighted average fair value |
No. of Units |
Weighted average fair value |
|||||||||||||
|
Outstanding as of January 1 |
- | $ | - | - | $ | - | ||||||||||
|
Granted |
550,000 | 9.83 | - | - | ||||||||||||
|
Vested |
- | - | - | - | ||||||||||||
|
Cancelled / forfeited |
- | - | - | - | ||||||||||||
|
Outstanding as of June 30 |
550,000 | $ | 9.83 | - | $ | - | ||||||||||
|
(1) |
As of June 30, 2026, unrecognized compensation cost is expected to be expensed over a weighted average period of 2.63 years. |
The fair value of PRSUs granted to employees is estimated on the date of grant using the following assumptions:
|
Six Months Ended June 30, 2026 |
||||
|
Stock Price on grant date |
$ | 11.10 | ||
|
Risk-free interest rate (%) |
3.80 | % | ||
|
Expected volatility (%) |
123.30 | % | ||
|
Valuation model |
Monte Carlo Simulation | |||
|
d) |
Restricted stock units activity under the Group’s stock-based compensation plans for employees is shown below: |
|
2026 |
2025 |
|||||||||||||||
|
No. of Units |
Weighted average fair value (3) |
No. of Units |
Weighted average fair value (3) |
|||||||||||||
|
Outstanding as of January 1 |
346,647 | $ | 16.59 | 256 | $ | 7.02 | ||||||||||
|
Granted |
2,197,691 | 11.47 | 369,989 | 3.41 | ||||||||||||
|
Vested (1) |
(1,745,081 | ) | 11.29 | (24,973 | ) | 3.99 | ||||||||||
|
Cancelled / forfeited |
(7,630 | ) | 16.80 | - | - | |||||||||||
|
Outstanding as of June 30 |
791,627 | $ | 14.07 | 345,272 | $ | 3.37 | ||||||||||
|
(1) |
As of June 30, 2026 and 2025, restricted stock units vested for which the underlying ordinary shares is yet to be issued are 1,756,795 and 20,341, respectively. For the six months ended June 30, 2026 and 2025, restricted stock units for which the underlying ordinary shares were issued were 96,656 and 16,177, respectively. |
|
(2) |
As of June 30, 2026, unrecognized share-based compensation cost is expected to be expensed over a weighted average period of 1.00 year. |
|
(3) |
The fair value of restricted stock units is the market price of the Company’s ordinary shares on the date of grant. |
|
e) |
Share-based payment for services and share-based compensation for employee stock awards (RSUs, PRSUs and stock options), recognized in condensed interim consolidated statements of comprehensive loss are presented below: |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Share-based payment expenses |
$ | - | $ | 271,050 | ||||
|
Share-based compensation expenses |
25,426,746 | 472,642 | ||||||
| $ | 25,426,746 | $ | 743,692 | |||||
|
20. |
Stock warrant liabilities |
|
2026 |
2025 |
|||||||||||||||
|
Public Warrants |
No. of units |
Amount |
No. of units |
Amount |
||||||||||||
|
At January 1 |
958,272 | $ | 241,006 | 958,272 | $ | 910,263 | ||||||||||
|
Change in fair value |
- | 102,918 | - | (177,376 | ) | |||||||||||
|
At June 30 |
958,272 | $ | 343,924 | 958,272 | $ | 732,887 | ||||||||||
|
2026 |
2025 |
|||||||||||||||
|
Private Warrants |
No. of units |
Amount |
No. of units |
Amount |
||||||||||||
|
At January 1 |
- | $ | - | 1,206,250 | $ | 19,172,009 | ||||||||||
|
Exercised |
- | - | (1,206,250 | ) | (20,880,595 | ) | ||||||||||
|
Change in fair value |
- | - | - | 1,708,586 | ||||||||||||
|
At June 30 |
- | $ | - | - | $ | - | ||||||||||
|
a) |
The public warrants will expire five years from the consummation of the Business Combination on July 13, 2023 or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants for redemption at a price of $0.01 per warrant upon satisfaction of certain conditions. Each warrant entitles the registered holder to purchase one share of ordinary share at a price of $115.00 per share, which is adjustable in certain circumstances. |
|
b) |
The private warrants were granted along with convertible preference shares associated with a securities purchase agreement entered on September 19, 2023 and February 20, 2024, respectively. The private warrants had an exercise price of $5.90 per ordinary share and were exercisable at any time after its issuance and shall expire on the fifth anniversary of the date on which the private warrants become exercisable. As of June 30, 2025, all private warrants were fully exercised. |
|
21. |
Share capital |
|
a) |
The Company issued 2,142,858 Series C Ordinary Share (the “Ordinary Shares”) and Purchase Warrants (the “Series C Private Warrants”) associated with the securities purchase agreement entered on June 10, 2024. Each warrant was issued at a price of $5.90 per ordinary share. The Series C Private Warrants will expire on the fifth anniversary of the date on which they become exercisable.
The Series C Private Warrants were classified as equity instruments under IFRS based on their fixed-for-fixed nature, as each warrant entitles the holder to acquire a fixed number of ordinary shares at a fixed exercise price. The warrants do not contain any features that would require or permit cash settlement, nor do they impose any contractual obligation on the Company to deliver cash or another financial asset. Accordingly, Series C Private Warrants were initially recognized at fair value and were presented within equity at the date of issuance, with no subsequent measurement.
Movements in the number of Series C Private Warrants outstanding were as follows: |
|
2026 |
2025 |
|||||||
|
At January 1 |
200,000 | 1,542,858 | ||||||
|
Granted |
- | - | ||||||
|
Exercised |
- | (942,857 | ) | |||||
|
At June 30 |
200,000 | 600,001 | ||||||
|
b) |
On July 2, 2025, the Company closed a registered direct offering pursuant to a prospectus supplement filed under its existing shelf registration statement on Form F-3. In the offering, the Company issued to a limited number of institutional investors, 2,529,946 ordinary shares at an offering price of $17.50 per ordinary share and pre-funded warrants (“PFW”) to purchase 3,470,054 ordinary shares at $17.4999 per PFW. Each PFW was immediately exercisable upon issuance at an exercise price of $0.0001 per share. Of the 2,529,946 ordinary shares issued in the offering, 1,485,978 ordinary shares were reissued from treasury shares held by the Company as of the issuance date. The PFWs were exercised in full in 2025.
In connection with the offering, the Company also issued 120,000 warrants to the placement agent to purchase up to 120,000 ordinary shares of the Company (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $21.00 per ordinary share, are immediately exercisable and expire five years following the date of issuance. As of June 30, 2026, 120,000 Placement Agent Warrants remain outstanding.
All these warrants are classified as equity instruments under IFRS based on their fixed-for-fixed nature, as each warrant entitles the holder to acquire a fixed number of ordinary shares at a fixed exercise price. The warrants do not contain any features that would require or permit cash settlement, nor do they impose any contractual obligation on the Company to deliver cash or another financial asset.
Gross proceeds from the offering aggregated to $105,000,000, less cash offering transaction costs of $6,530,746, and non-cash transaction costs, which represent the issue-date fair value of the Placement Agent Warrants, of $2,187,206.
The net proceeds from the offering are intended to be used for working capital needs, including performance guarantees or bid bonds, fulfillment of statutory capital reserve requirements for project bids, growth initiatives related to previously announced acquisitions, and other general corporate purposes. |
|
c) |
The following table sets forth the Company’s authorized share capital and its issued and outstanding share capital: |
|
As of |
||||||||||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||
|
No. of Shares |
Par value per share |
Amount |
No. of Shares |
Par value per share |
Amount |
|||||||||||||||||||
|
Authorized share capital |
||||||||||||||||||||||||
|
Ordinary share capital |
73,500,000 | $ | 0.001 | $ | 73,500 | 73,500,000 | $ | 0.001 | $ | 73,500 | ||||||||||||||
|
Preference share capital |
15,000,000 | $ | 0.0001 | 1,500 | 15,000,000 | $ | 0.0001 | 1,500 | ||||||||||||||||
| $ | 75,000 | $ | 75,000 | |||||||||||||||||||||
|
Issued and outstanding share capital |
||||||||||||||||||||||||
|
Ordinary share capital |
27,664,460 | $ | 0.001 | $ | 27,664 | 26,356,512 | $ | 0.001 | $ | 26,356 | ||||||||||||||
|
Preference share capital |
- | $ | 0.0001 | - | - | $ | 0.0001 | - | ||||||||||||||||
| $ | 27,664 | $ | 26,356 | |||||||||||||||||||||
|
d) |
Movements in the number of the Company’s ordinary shares outstanding were as follows: |
|
2026 |
2025 |
|||||||
|
At January 1 |
26,188,972 | 18,058,135 | ||||||
|
Shares issued against: |
||||||||
|
Share-based payment for services (Refer to Note 19) |
- | 15,000 | ||||||
|
Exercise of stock options (Refer to Note 19) |
14,497 | 1,521 | ||||||
|
Restricted share units (Refer to Note 19) |
1,853,451 | 16,177 | ||||||
|
Exercise of stock warrants (Refer to Note 20 and 21) |
- | 2,149,107 | ||||||
|
Cancellation of shares held in escrow |
(560,000 | ) | - | |||||
|
Acquisition of treasury stock (Refer to Note 21) |
(257,729 | ) | (100,871 | ) | ||||
|
At June 30 |
27,239,191 | 20,139,069 | ||||||
|
e) |
Movements in the number of the Company’s treasury shares are as follows: |
|
2026 |
2025 |
|||||||
|
At January 1 |
167,540 | 1,385,107 | ||||||
|
Acquisition of treasury stock (1) |
257,729 | 100,871 | ||||||
|
At June 30 |
425,269 | 1,485,978 | ||||||
|
(1) |
During the six months ended June 30, 2026 and 2025, 257,729 and 100,871 shares were repurchased at a weighted average purchase price of $12.34 and $17.83 per share, for a total consideration of $3,180,073 and $1,798,849, respectively. Repurchased shares were recorded as treasury shares and are held until the Company’s board of directors designates them for retirement or used for other purposes. As of June 30, 2026 and December 31, 2025, liabilities related to the acquisition of treasury shares amounted to $Nil and $400,720, respectively, and are presented within Note 16. |
|
22. |
Revenues |
|
a) |
Disaggregated revenue information |
Set out below is the disaggregation of the Group’s revenue from contracts with customers:
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Type of goods or service |
||||||||
|
Hardware sales |
||||||||
|
-Security Convergence |
$ | 52,478,208 | $ | - | ||||
|
Service revenue |
||||||||
|
-Video IoT |
1,462,290 | 1,703,511 | ||||||
|
-Security Convergence |
24,378,295 | 37,622,328 | ||||||
|
-Fund Management and Advisory |
42,432 | - | ||||||
|
Revenue from contracts with customers |
$ | 78,361,225 | $ | 39,325,839 | ||||
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major products lines and all revenue took place mainly in Asia and MENA regions:
|
Six Months Ended June 30, 2026 |
Hardware |
Service |
Total |
|||||||||
|
Total revenue streams |
$ | 65,000,959 | $ | 27,294,360 | $ | 92,295,319 | ||||||
|
Inter-revenue streams |
(12,522,751 | ) | (1,411,343 | ) | (13,934,094 | ) | ||||||
|
Revenue from contracts with customers |
$ | 52,478,208 | $ | 25,883,017 | $ | 78,361,225 | ||||||
|
Timing of revenue recognition |
||||||||||||
|
At a point in time |
$ | 52,478,208 | $ | - | $ | 52,478,208 | ||||||
|
Over time |
- | 25,883,017 | 25,883,017 | |||||||||
|
Revenue from contracts with customers |
$ | 52,478,208 | $ | 25,883,017 | $ | 78,361,225 | ||||||
|
Six Months Ended June 30, 2025 |
Hardware |
Service |
Total |
|||||||||
|
Total revenue streams |
$ | 22,920,688 | $ | 40,131,990 | $ | 63,052,678 | ||||||
|
Inter-revenue streams |
(22,920,688 | ) | (806,151 | ) | (23,726,839 | ) | ||||||
|
Revenue from contracts with customers |
$ | - | $ | 39,325,839 | $ | 39,325,839 | ||||||
|
Timing of revenue recognition |
||||||||||||
|
At a point in time |
$ | - | $ | - | $ | - | ||||||
|
Over time |
- | 39,325,839 | 39,325,839 | |||||||||
| $ | - | $ | 39,325,839 | $ | 39,325,839 | |||||||
|
b) |
Contract assets and contract liabilities |
The Group has recognized the following revenue-related contract assets and liabilities:
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Contract assets relating to service contracts |
$ | 104,807,354 | $ | 57,853,030 | ||||
|
Contract liabilities relating to service contracts |
$ | 1,523,600 | $ | 1,305,644 | ||||
Revenue recognized that was included in the contract liability balance at the beginning of the year:
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Service revenue |
$ | 800,242 | $ | 42,673 | ||||
|
c) |
Significant changes in contract assets |
As of June 30, 2026 and December 31, 2025, contract assets increased primarily due to higher revenues in the first half of 2026 compared to 2025 leading to an increase in satisfaction of performance obligations under the customer contracts prior to the achievement of billing milestones. Contract assets were partially derecognized by invoicing the customers upon the achievement of billing milestones, at which point the related amounts were reclassified to accounts receivable, and by currency exchange losses primarily due to depreciation of the Egyptian pound against the U.S. dollar.
|
d) |
Unfulfilled long-term contracts |
Aggregate amount of the transaction price allocated to long-term service contracts that are partially or fully unsatisfied as of June 30, 2026 and December 31, 2025, amounting to $72,733,845 and $101,314,663, respectively, based on the currency conversion rate as of June 30, 2026 and December 31, 2025, respectively. During the year ended December 31, 2023, the Company entered into a significant firm-fixed price contract for building a secure governmental air-gapped network for the Government of Egypt (“GoE”) (“Egypt Contract”), denominated in EGP, which includes revenues of approximately EGP 8.4 billion.
Management expects that the transaction price allocated to the unsatisfied contracts as of June 30, 2026 and December 31, 2025, will be recognized as revenue over the remaining six months of 2026 through 2029 and from year 2026 through 2027, respectively. Except for the above mentioned contracts, all other service contracts are for periods of one year or less or are billed based on the amount of time incurred.
|
23. |
Other gains (losses), net |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Rental income |
$ | 87,006 | $ | 85,385 | ||||
|
Loss on sale of equity shares held-for-trading |
(687,475 | ) | (265,108 | ) | ||||
|
Write-back of accounts and other payables |
42,414 | - | ||||||
|
Remeasurement of lease liabilities due to lease modifications and terminations |
36,908 | - | ||||||
|
Other losses, net |
2,229 | (17,062 | ) | |||||
| $ | (518,918 | ) | $ | (196,785 | ) | |||
|
24. |
Interest income |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Interest income from demand deposits |
$ | 1,731,916 | $ | 1,054,310 | ||||
|
Interest income from time deposits |
2,942 | 122,953 | ||||||
|
Others |
- | 8 | ||||||
| $ | 1,734,858 | $ | 1,177,271 | |||||
|
25. |
Finance costs |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Interest expense on convertible notes |
$ | 919,897 | $ | - | ||||
|
Interest expense on bank borrowings |
186,686 | 284,759 | ||||||
|
Interest expense on Lease liabilities |
57,966 | 8,914 | ||||||
|
Debt Transaction Costs |
2,044,673 | - | ||||||
| $ | 3,209,222 | $ | 293,673 | |||||
|
26. |
Expenses by nature |
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Employee benefit expense (1) |
$ | 32,456,598 | $ | 5,759,701 | ||||
|
Outsourcing charges |
702,132 | 6,695,625 | ||||||
|
Professional services expenses |
5,529,533 | 2,353,266 | ||||||
|
Change in inventory of finished goods |
71,986,830 | 17,293,499 | ||||||
|
Expected credit losses |
4,284,687 | 6,107 | ||||||
|
Insurance expenses |
604,700 | 587,833 | ||||||
|
Traveling expenses |
594,893 | 508,169 | ||||||
|
Amortization expenses on intangible assets |
181,200 | 317,806 | ||||||
|
Depreciation expenses on property and equipment |
306,610 | 244,062 | ||||||
|
Depreciation expenses on ROU assets |
282,116 | 81,762 | ||||||
|
Others |
1,495,958 | 1,268,460 | ||||||
| $ | 118,425,257 | $ | 35,116,290 | |||||
(1) The Group’s contributions to various defined contribution plans during the six months ended June 30, 2026 and 2025 were $208,641 and $163,640, respectively.
|
27. |
Income tax |
Components of income tax expense (benefit):
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Current income tax expense (benefit): |
||||||||
|
On profits for the period |
$ | 443,831 | $ | 2,447,928 | ||||
|
On prior year adjustments |
(9,120,427 | ) | (22,022 | ) | ||||
|
Total current income tax expense (benefit) |
(8,676,596 | ) | 2,425,906 | |||||
|
Deferred income tax expense (benefit): |
||||||||
|
On temporary differences |
6,871,453 | (2,109,695 | ) | |||||
|
Income tax expense (benefit) |
$ | (1,805,143 | ) | $ | 316,211 | |||
|
28. |
Loss per share |
|
Six Months Ended June 30, 2026 |
||||||||||||
|
Loss after tax |
Weighted average number of ordinary shares outstanding |
Loss per share |
||||||||||
|
Basic and diluted loss per share |
||||||||||||
|
Loss attributable to the parent (1) |
$ | (46,893,714 | ) | 26,967,731 | $ | (1.74 | ) | |||||
|
Six Months Ended June 30, 2025 |
||||||||||||
|
Loss after tax |
Weighted average number of ordinary shares outstanding |
Loss per share |
||||||||||
|
Basic and diluted loss per share |
||||||||||||
|
Loss attributable to the parent (1) |
$ | (8,503,060 | ) | 19,819,284 | $ | (0.43 | ) | |||||
|
(1) |
Warrants, employee stock options, restricted stock units and convertible notes, as applicable were excluded from the computation of diluted loss per share for the six months ended June 30, 2026 and 2025, as they were anti-dilutive. Weighted average potentially dilutive shares considered anti-dilutive and not included in computing diluted loss per share calculation for the six months ended June 30, 2026 and 2025 were 1,041,037 and 777,094, respectively. |
|
29. |
Supplemental cash flow information |
Investing activities with partial cash payments:
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Purchase of equipment |
$ | 14,250,039 | $ | 328,833 | ||||
|
Add: Opening balance of capital creditors |
- | - | ||||||
|
Less: Ending balance of capital creditors |
(128,304 | ) | - | |||||
|
Currency translation adjustments |
23,134 | - | ||||||
|
Cash paid |
$ | 14,144,869 | $ | 328,833 | ||||
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Acquisition / Purchase of intangible assets |
$ | 6,661 | $ | 54,987 | ||||
|
Add: Opening balance of payables for intangible assets |
- | - | ||||||
|
Less: Ending balance of payables for intangible assets |
- | - | ||||||
|
Cash paid |
$ | 6,661 | $ | 54,987 | ||||
|
30. |
Changes in liabilities from financing activities |
|
Short-term borrowings |
Long-term borrowings |
Lease liabilities |
Total |
|||||||||||||
|
At January 1, 2026 |
$ | 9,427,501 | $ | 4,368,241 | $ | 1,324,482 | $ | 15,120,224 | ||||||||
|
Changes in cash flow from financing activities |
- | 101,824,778 | (302,710 | ) | 101,522,068 | |||||||||||
|
Changes in other non-cash items |
- | (42,165,013 | ) | 279,372 | (41,885,641 | ) | ||||||||||
|
Currency translation adjustments |
(145,318 | ) | (63,125 | ) | (64,509 | ) | (272,952 | ) | ||||||||
|
At June 30, 2026 |
$ | 9,282,183 | $ | 63,964,881 | $ | 1,236,635 | $ | 74,483,699 | ||||||||
|
Short-term borrowings |
Long-term borrowings |
Lease liabilities |
Total |
|||||||||||||
|
At January 1, 2025 |
$ | 15,073,458 | $ | 6,344,559 | $ | 790,147 | $ | 22,208,164 | ||||||||
|
Changes in cash flow from financing activities |
(4,352,537 | ) | (1,105,138 | ) | (106,870 | ) | (5,564,545 | ) | ||||||||
|
Changes in other non-cash items |
- | - | - | - | ||||||||||||
|
Currency translation adjustments |
1,466,108 | 667,854 | 3,900 | 2,137,862 | ||||||||||||
|
At June 30, 2025 |
$ | 12,187,029 | $ | 5,907,275 | $ | 687,177 | $ | 18,781,481 | ||||||||
|
31. |
Related party transactions |
Key management compensation:
|
Six Months Ended June 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Salaries and other short-term employee benefits |
$ | 1,209,821 | $ | 889,685 | ||||
|
Post-employment benefits |
3,337 | 2,447 | ||||||
|
Share-based compensation expenses |
22,024,034 | 394,281 | ||||||
| $ | 23,237,192 | $ | 1,286,413 | |||||
|
32. |
Pledged assets |
The Group’s assets pledged as collateral were as follows:
|
Book value |
|||||||||
|
As of |
|||||||||
|
June 30, |
December 31, |
||||||||
|
Pledged assets |
2026 |
2025 |
Purpose |
||||||
|
Restricted deposits (Refer to Note 8) |
$ | 45,933 | $ | 5,298,442 |
Performance guarantee deposit, and short-term borrowings. |
||||
|
Land (Refer to Note 11) |
12,261,456 | 12,453,416 |
Long-term and short-term borrowings |
||||||
|
Buildings and structures (Refer to Note 11) |
2,119,022 | 2,191,269 |
Long-term and short-term borrowings |
||||||
| $ | 14,426,411 | $ | 19,943,127 | ||||||
|
33. |
Commitments and contingencies |
|
a) |
Significant events occurred after the reporting period are provided in Note 34. |
|
b) |
Significant unrecognized contract commitments are listed below: |
|
i) |
As of June 30, 2026 and December 31, 2025, the guaranteed notes secured for service project or warranty of NSGUARD Technology Inc. amounted to $Nil and $57,393, respectively. |
|
ii) |
As of June 30, 2026, the Group committed to spend $227,965,267 under agreements to purchase property and equipment. This amount is net of (i) advances paid, which are recognized as “Capital work-in-progress” presented under “Property and equipment, net,” and (ii) liabilities recognized for such purchases presented under “Accounts and other payables” in the condensed interim consolidated balance sheets. |
|
34. |
Significant events after the reporting period |
|
The Group has evaluated subsequent events through the date the condensed interim consolidated financial statements were authorized for issuance. Except for the matters described below, no events or transactions have occurred subsequent to June 30, 2026, that would require adjustment to, or disclosure in the condensed interim consolidated financial statements. |
|
a) |
In July 2026, the Company issued $125,000,000 in aggregate principal amount of 7.50% per annum Senior Unsecured Convertible Notes due in June 2031 (the “July 2026 Notes”) by way of a private placement. The July 2026 Notes are direct senior unsecured obligations of the Company. The holders of the July 2026 Notes rank pari passu in right of payment with all other holders of the Company's unsecured and unsubordinated indebtedness.
The July 2026 Notes bear interest at a fixed rate of 7.50% per annum, payable semi-annually in arrears, at the Company’s discretion either in cash or by way of issuance of equity shares of the Company, on June 15 and December 15 of each year, beginning on December 15, 2026.
The July 2026 Notes will mature on June 15, 2031, unless earlier repurchased, redeemed or converted. Subject to restricted ownership percentages in effect, holders may convert, at their option, all or any part of their principal amount, together with accrued and unpaid interest thereon, into the Company's ordinary shares at the then applicable conversion rate, together with cash in lieu of any fractional shares, if applicable. The initial conversion rate was 39.2425 ordinary shares per $1,000 principal amount plus accrued and unpaid interest on the July 2026 Notes (which represents an initial conversion price of approximately $25.4826 per share). The conversion rate is subject to customary adjustments upon the occurrence of certain events. |
|
b) |
In July 2026, the Group entered into an agreement with Astrikos India and Chinmaya Hedge, CEO of Astrikos India, to subscribe to the convertible notes to be issued by Astrikos India in an amount of INR 71,303,153 (equivalent of ~USD 747,569) (the “Astrikos Notes”). In August 2026, the Group subscribed to the Astrikos Notes, which have a term of three years from the date of issuance. The Astrikos Notes bear a simple rate of interest of 10% per annum, which shall accrete on the investment amount over the term of the Astrikos Notes, becoming payable, or convertible into equity, as the case may be, only upon conversion or redemption of the Astrikos Notes. At any time on or after the expiry of 12 months from the date of execution of the agreement, the Group may, at its sole option, elect by written notice to Astrikos India convert all or part of the Astrikos Notes into equity shares of Astrikos India. Astrikos India may redeem the Astrikos Notes at any time during the 24 months following the drawdown date, subject to certain performance related conditions. |
|
35. |
Capital management |
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including short-term and long-term borrowings’ as shown in the condensed interim consolidated balance sheets) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the condensed interim consolidated balance sheets.
The gearing ratios were as follows:
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Total borrowings |
$ | 73,247,064 | $ | 13,795,742 | ||||
|
Less: Cash and cash equivalents |
(179,361,146 | ) | (99,532,115 | ) | ||||
|
Net cash |
(106,114,082 | ) | (85,736,373 | ) | ||||
|
Total equity |
170,853,515 | 196,079,839 | ||||||
|
Total capital |
$ | 170,853,515 | $ | 196,079,839 | ||||
|
Gearing ratio |
0 | % | 0 | % | ||||
|
36. |
Financial instruments |
|
a) |
Financial instruments by category |
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Financial assets |
||||||||
|
Financial assets at FVTPL |
$ | 4,576,304 | $ | 4,501,000 | ||||
|
Financial assets at amortized cost (1) |
224,571,636 | 162,083,276 | ||||||
| $ | 229,147,940 | $ | 166,584,276 | |||||
|
As of |
||||||||
|
June 30, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Financial liabilities |
||||||||
|
Financial liabilities at amortized cost (1) |
$ | 166,341,753 | $ | 61,667,973 | ||||
|
Stock warrant liabilities at FVTPL |
343,924 | 241,006 | ||||||
|
Derivative liabilities at FVTPL |
48,200,000 | - | ||||||
| $ | 214,885,677 | $ | 61,908,979 | |||||
|
(1) |
Financial assets at amortized cost include cash and cash equivalents, restricted deposits, accounts receivable, net, other receivables, net, guarantee deposits assets, lease and other deposits and advances to employees. Financial liabilities at amortized cost include short-term and long-term borrowings, lease liabilities, accounts and other payables and guarantee deposits liabilities. |
Non-derivative financial liabilities:
|
As of |
||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||
|
Less than 1 year |
Over 1 year |
Less than 1 year |
Over 1 year |
|||||||||||||
|
Lease liabilities |
$ | 304,975 | $ | 931,660 | $ | 451,368 | $ | 873,114 | ||||||||
|
Long-term borrowings (including current portion) |
$ | 939,058 | $ | 63,025,823 | $ | 963,878 | $ | 3,404,363 | ||||||||
|
37. |
Fair value information |
|
A. |
The different levels that the inputs to valuation techniques are used to measure fair value have been defined as follows: |
|
Level 1: |
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. |
|
Level 2: |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
|
Level 3: |
Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). |
|
B. |
The Group’s financial assets and liabilities not carried at fair value and for which the carrying amounts approximate their fair values are disclosed in Note 36. |
|
C. |
Information of assets and liabilities measured at fair value by level, based on their nature, characteristics and risks, is presented as follows: |
|
(a) |
The related information of nature of the assets and liabilities is as follows: |
|
As of |
||||||||||||||||||||||||||||||||
|
June 30, 2026 |
December 31, 2025 |
|||||||||||||||||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
|
Assets |
||||||||||||||||||||||||||||||||
|
Financial assets at FVTPL |
||||||||||||||||||||||||||||||||
|
Investment in a rent-a-captive company |
$ | - | $ | - | $ | 1,000 | $ | 1,000 | $ | - | $ | - | $ | 1,000 | $ | 1,000 | ||||||||||||||||
|
Investment in SAFE |
- | - | 4,000,000 | 4,000,000 | - | - | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||
|
Investment in LLP's |
- | - | 75,304 | 75,304 | - | - | - | - | ||||||||||||||||||||||||
|
Convertible loan |
- | - | 500,000 | 500,000 | - | - | 500,000 | 500,000 | ||||||||||||||||||||||||
| $ | - | $ | - | $ | 4,576,304 | $ | 4,576,304 | $ | - | $ | - | $ | 4,501,000 | $ | 4,501,000 | |||||||||||||||||
|
Liabilities |
||||||||||||||||||||||||||||||||
|
Financial liabilities at FVTPL |
||||||||||||||||||||||||||||||||
|
Stock warrant liabilities |
$ | 343,924 | $ | - | $ | - | $ | 343,924 | $ | 241,006 | $ | - | $ | - | $ | 241,006 | ||||||||||||||||
|
Derivative liability |
- | - | 48,200,000 | 48,200,000 | - | - | - | - | ||||||||||||||||||||||||
| $ | 343,924 | $ | - | $ | 48,200,000 | $ | 48,543,924 | $ | 241,006 | $ | - | $ | - | $ | 241,006 | |||||||||||||||||
|
(b) |
The methods and assumptions the Group used to measure fair value of investment in a rent-a-captive company categorized within Level 3 are based on net asset value. |
|
(c) |
The methods and assumptions the Group used to measure fair value of investment in LLP's are categorized within Level 3 are based on net asset value. |
|
(d) |
Convertible loan to Astrikos AI is recognized as a financial asset. Given the anticipated short-term duration of the loan due to its expected prepayment and settlement, fair value measurement was not performed as of June 30, 2026, as the effect was not considered material to the condensed interim consolidated financial statements. Accordingly, the convertible loan has been recorded at cost as of the reporting date. |
|
(e) |
The methods and assumptions the Group used to measure fair value of stock warrant liabilities categorized within Level 1 are based on market quoted closing price. |
|
(f) |
The fair value was determined based on the market yields for similar Notes. The Company considers the fair value of the convertible notes to be a Level 3 measurement due to the limited inputs available for its fair valuation. |
|
(g) |
For the six months ended June 30, 2026 and 2025, there was no transfers between Level 1 and Level 2, and no transfers into or out of level 3. |
|
D. |
For details of changes in Level 3 instruments for the six months ended June 30, 2026 and 2025 refer to Note 6, 17 and 20. |
|
38. |
Segment Information |
|
a) |
General information |
The Group uses the product line as basis for providing information to the chief operating decision-maker. The Group currently divides the sales order district into three major product lines: video IoT, security convergence and other. The chief operating decision-maker makes decision concerning financial management as well as evaluation of the business performance based on these three product lines; therefore, the reportable segments are video IoT, security convergence and other.
|
b) |
Measurement of segment information |
The Group evaluates the performance of the operating segments based on a measure of revenue and income before tax, in a manner consistent with that in the condensed interim consolidated statements of comprehensive loss.
|
c) |
Reconciliation of segment income, assets and liabilities |
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
|
Security Convergence |
Video IoT |
Other segment (1) |
Adjustment and write off (2) |
Consolidation |
||||||||||||||||
|
During the Six Months Ended June 30, 2026 |
||||||||||||||||||||
|
Revenue from external customers |
$ | 76,856,503 | $ | 1,462,290 | $ | 42,432 | $ | - | $ | 78,361,225 | ||||||||||
|
Inter-segment revenue |
13,934,094 | - | - | (13,934,094 | ) | - | ||||||||||||||
|
Total segment revenue |
$ | 90,790,597 | $ | 1,462,290 | $ | 42,432 | $ | (13,934,094 | ) | $ | 78,361,225 | |||||||||
|
Segment loss before tax and share of results of equity method investees |
$ | (5,303,419 | ) | $ | (7,832,516 | ) | $ | (35,510,828 | ) | $ | (8,322 | ) | $ | (48,655,085 | ) | |||||
|
Segment including: |
||||||||||||||||||||
|
Depreciation |
$ | 334,780 | $ | 253,638 | $ | 308 | $ | - | $ | 588,726 | ||||||||||
|
Amortization |
$ | 1,588 | $ | 8,612 | $ | 171,000 | $ | - | $ | 181,200 | ||||||||||
|
Interest income |
$ | (907,702 | ) | $ | (38,208 | ) | $ | (788,948 | ) | $ | - | $ | (1,734,858 | ) | ||||||
|
Interest expense |
$ | 270,158 | $ | 45,445 | $ | 2,964,570 | $ | (70,951 | ) | $ | 3,209,222 | |||||||||
|
Income tax expense (benefit) |
$ | (872,878 | ) | $ | (933,065 | ) | $ | 800 | $ | - | $ | (1,805,143 | ) | |||||||
|
As of June 30, 2026 |
||||||||||||||||||||
|
Segment assets |
$ | 280,408,136 | $ | 207,617,440 | $ | 314,182,621 | $ | (412,323,950 | ) | $ | 389,884,247 | |||||||||
|
Segment liabilities |
$ | 254,139,700 | $ | 207,144,488 | $ | 130,979,625 | $ | (373,233,081 | ) | $ | 219,030,732 | |||||||||
|
Security Convergence |
Video IoT |
Other segment (1) |
Adjustment and write off (2) |
Consolidation |
||||||||||||||||
|
During the Six Months Ended June 30, 2025 |
||||||||||||||||||||
|
Revenue from external customers |
$ | 37,622,328 | $ | 1,703,511 | $ | - | $ | - | $ | 39,325,839 | ||||||||||
|
Inter-segment revenue |
23,726,839 | - | - | (23,726,839 | ) | - | ||||||||||||||
|
Total segment revenue |
$ | 61,349,167 | $ | 1,703,511 | $ | - | $ | (23,726,839 | ) | $ | 39,325,839 | |||||||||
|
Segment loss before tax and share of results of equity method investees |
$ | (2,585,099 | ) | $ | (279,204 | ) | $ | (5,320,440 | ) | $ | (2,106 | ) | $ | (8,186,849 | ) | |||||
|
Segment including: |
||||||||||||||||||||
|
Depreciation |
$ | 263,102 | $ | 62,454 | $ | 268 | $ | - | $ | 325,824 | ||||||||||
|
Amortization |
$ | 65,859 | $ | 12,283 | $ | 239,664 | $ | - | $ | 317,806 | ||||||||||
|
Interest income |
$ | (932,055 | ) | $ | (14,086 | ) | $ | (231,130 | ) | $ | - | $ | (1,177,271 | ) | ||||||
|
Interest expense |
$ | 261,003 | $ | 32,670 | $ | - | $ | - | $ | 293,673 | ||||||||||
|
Income tax expense (benefit) |
$ | (684,861 | ) | $ | 1,000,272 | $ | 800 | $ | - | $ | 316,211 | |||||||||
|
As of June 30, 2025 |
||||||||||||||||||||
|
Segment assets |
$ | 175,406,409 | $ | 131,528,290 | $ | 104,688,196 | $ | (248,876,841 | ) | $ | 162,746,054 | |||||||||
|
Segment liabilities |
$ | 144,709,699 | $ | 126,321,498 | $ | 11,505,107 | $ | (217,971,244 | ) | $ | 64,565,060 | |||||||||
|
(1) |
Other segment is composed of holding companies and overseas subsidiaries which are excluded from reportable segments of Security Convergence or Video IoT. |
|
(2) |
Adjustment and write-off represents elimination for intercompany transactions for consolidation purpose. |
|
d) |
Reconciliation for segment profit or loss |
|
i) |
Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the condensed interim consolidated statements of comprehensive loss. |
|
ii) |
Refer to clause c) above for information on total consolidated profit or loss after reconciliation and reconciliation of reportable segments profit or loss before tax and share of results of equity method investees for the current period. |
|
e) |
Information on products and services |
|
|
The main businesses of the Group are providing information, software and data processing services. Refer to Note 22 for the disclosure information by products and services. |
|
f) |
Customer and credit risk concentration |
|
|
Three and one customers accounted for more than 10% of the Group's revenues during the six months ended June 30, 2026 and 2025, respectively. The Group’s management believes that the loss of any of its top ten clients could have a material adverse effect on its financial performance.
As of June 30, 2026 and December 31, 2025, two and one customers, respectively, accounted for more than 10% of the aggregate of the Group's accounts receivable, net and contract assets. |