Capital and reserves

12 Months Ended

Dec. 31, 2025

(a)Movement in ordinary shares of the Company

Authorized and issued share capital


		2025			2024
	Note	No. of shares			No. of shares
Authorized Class A ordinary shares of $0.0015 each	(i)	198,000,001	$	297	30,000,001	$	45
Authorized Class B ordinary shares of $0.0015 each	(i)	15,333,333	23		3,333,333	5
		213,333,334	$	320	33,333,334	$	50
Class A ordinary shares, issued and fully paid:
Balance at January 1		11,403,872	$	17	10,624,208	$	16
Shares issued for advisors	(iv)	6,148	—		721,106	1
Shares issued for vesting of RSUs		1,160,455	2		58,558	—
Shares issued for public placement	(v)	2,722,642	4		—	—
Balance at December 31	(ii)	15,293,117	$	23	11,403,872	$	17
Class B ordinary shares, issued and fully paid:
Balance at January 1 and December 31	(iii)	1,580,972	$	2	1,580,972	$	2
Total share capital			$	25		$	19

Notes:

(i)The authorized share capital of the Company is $320 and $50 as at December 31, 2025 and 2024, respectively divided into 213,333,334 and 33,333,334 shares, respectively, with a par value of $0.0015 per share. Of these (i) 198,000,001 shares (2024: 30,000,001 shares) are designated as Class A Ordinary Shares, and (ii) 15,333,333 shares (2024: 3,333,333 shares) are designated as convertible Class B Ordinary Shares. The share capital would reflect the par value with the excess recorded as share premium.

(ii)Class A ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets.

(iii)Class B ordinary shareholders are entitled to receive dividends as declared from time to time and are entitled to twenty vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Group’s residual assets.

(iv)The Company has issued shares to advisors during December 31, 2025 and 2024 (see note 30(d)).

(v)On October 28, 2025, the Company issued ordinary shares pursuant to a public placement.

(b)Nature and purpose of reserves

(i)Capital reserve

The capital reserve represents restricted shares granted to shareholders but are subjected to certain restrictions and portion of the grant date fair value of unexercised share options granted to employees of the Company that has been recognized.

(ii)Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

(iii)Other reserves

The other reserves comprise (i) the fair value of shares to be issued of $5,061 in connection with the ACT Acquisition in 2022, which were issued in January 2023; (ii) the amortized cost of puttable financial instrument in connection with the ACT Acquisition; (iii) the then shareholders of Oxsed Limited exchanged GBP5,865,450 (equivalent to $7,549) into 110,150 ordinary shares in connection with the acquisition of Oxsed Limited; (iv) the remaining balance of the unconverted portion of the exchange loan notes recognized as equity instrument in accordance with the accounting policy adopted for convertible securities; and (v) the change in fair value of liabilities for puttable financial instrument, which had been granted under the shareholders’ agreements to the NCI of ACT.

(iv)Share premium

Under the Companies Law of the Cayman Islands, the funds in the share premium account of the Company are distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business.

(v)Treasury stock

At December 31, 2025 and 2024, the Company holds 143,072 shares in treasury and the aggregate price of the purchased shares is deducted from equity as “Treasury stock” for an amount of $639.

(c)Capital management

The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and to support the Group’s stability and growth, by pricing products and services commensurately with the level of risk.

The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholders return, taking into consideration the future of the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Group's overall capital management objectives remained unchanged during the years ended December 31, 2023, 2024 and 2025. During the year ended December 31, 2025, the Group expanded its treasury management approach to include digital assets (primarily Bitcoin) as part of its capital resources. This resulted in enhanced monitoring procedures over market risk, liquidity and capital preservation in respect of such holdings. Digital assets are considered alongside cash and other financial resources in assessing the Group’s capital position and financial flexibility.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.