v3.26.1
SHARE-BASED PAYMENTS
12 Months Ended
Dec. 31, 2025
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
SHARE-BASED PAYMENTS
14. SHARE-BASED PAYMENTS
On October 22, 2020, at an extraordinary general meeting, the Company’s shareholders approved the 2020 Stock Incentive Plan (“the Plan”). Under the current Amended and Restated 2020 Plan, which was last amended and restated on May 18, 2022, employees, officers, directors, consultants and advisors are eligible to be awarded share warrants, and receive share options, RSUs and other stock-based awards.

Share Options and Warrants

Share options can be in the form of incentive stock options and non-statutory stock options. No amounts are paid or payable by the recipient upon receipt of the option. The options carry neither the right to dividends nor voting rights. Options may be exercised at any time after the vesting date(s) up to the date of expiration. The number of options granted, and the exercise price of the options is fixed by the board of directors or compensation committee of the board of directors of the Company.
Under the Plan, awards may be made for up to 4,345,244 shares as of December 31, 2025, which, unless otherwise determined by the Company’s board of directors, increases by an amount equal to 2% of the outstanding ordinary shares at the beginning of each year. If any award expires or is terminated, surrendered, or canceled without having been fully exercised or is forfeited in whole or in part, or results in any ordinary shares not being issued, then the unused common stock covered by such award shall again be available for the grant of awards under the Plan.
The number of share options and warrants outstanding under the Plan and the Founders’ Awards as at December 31, 2025, 2024, and 2023 were as follows:
NUMBER
OF
AWARDS
WEIGHTED
AVERAGE
EXERCISE
PRICE PER
SHARE IN
USD
Awards outstanding as of January 1, 20255,222,6888.32 
Granted28,34012.35 
Forfeited(6,458)9.88 
Exercised(48,221)4.81 
Expired(2,500)12.69 
Awards outstanding as of December 31, 20255,193,8498.37 
Awards exercisable as of December 31, 20251,038,8349.48 
Awards outstanding as of January 1, 20245,852,8648.25 
Granted41,7878.47 
Forfeited(202,093)13.13 
Exercised(434,454)4.77 
Expired(35,416)13.46 
Awards outstanding as of December 31, 20245,222,6888.32 
Awards exercisable as of December 31, 2024833,3909.22 
Awards outstanding as of January 1, 20235,562,984 8.03 
Granted359,666 11.50 
Forfeited(26,042)9.94 
Exercised(39,786)4.10 
Expired(3,958)14.61 
Awards outstanding as of December 31, 20235,852,8648.25 
Awards exercisable as of December 31, 2023825,8977.73 
The weighted-average share price for share options exercised during the years ended December 31, 2025, 2024 and 2023 was $13.23, $10.55 and $12.73, respectively.
Determination of Fair Value of Options

The options granted during the years ended December 31, 2025, 2024 and 2023 were valued using the Black-Scholes model with the following assumptions:
Years ended December 31,
202520242023
Exercise price, USD12.358.47
8.97 - 13.19
Share price, USD12.358.47
8.97 - 13.19
Risk free interest rate3.99%4.4%
3.7% - 4.5%
Estimated volatility45%35%45%
Dividend yieldnilnilnil
Expected option term, years44
4 - 4.6
Estimated volatility is based on historical volatility of comparable companies.

In July 2021, the Company granted options for 4,056,770 shares subject to performance vesting under the Founders' Award. Each option is divided into twelve tranches subject to different market capitalization thresholds. Holders are required to hold the shares for a period of three years after the exercise date. Each tranche was valued individually using Monte Carlo simulations with the main input data being volatility of 55%, risk free rate of 1.24%, holding period restriction discount of 20% and expected weighted average time to vest is 6.62 years. The exercise price is $8.00 per share. The weighted average fair value was determined at $1.92 per share as at measurement date. As of December 31, 2025, the performance conditions were not achieved for any of the tranches.

As of December 31, 2025, 2024 and 2023, the weighted average remaining contractual life for options and warrants outstanding was 5.11 years, 6.08 years and 6.99 years, respectively. The range of exercise prices for options and warrants issued as share based payments was $3.52 to $14.71 per share as of each of December 31, 2025, 2024 and 2023.

Restricted Share Units

During the year ended December 31, 2025 and 2024, the Company’s board of directors approved the issuance of 543,960 and 628,515 RSUs, respectively, of which 198,771 and 222,113, respectively, were issued to key management and executive directors. There were no RSUs approved and issued in the year ended December 31, 2023. The RSUs vest 25% annually and become non-forfeitable over four years from the date of grant, subject to continuing employment. The fair value of the RSUs is based on the fair market value of the Company’s ordinary shares on the date of grant and is amortized over the vesting period.

A summary of the RSU activity as of and for the year ended December 31, 2025 and 2024 is as follows:
NUMBER OF SHARESWEIGHTED AVERAGE GRANT DATE FAIR VALUE, USD
Outstanding as of January 1, 2025611,831 9.42 
Granted543,960 12.90 
Vested(152,286)9.42 
Forfeited(75,665)11.58 
Outstanding as of December 31, 2025927,840 11.28 
Outstanding as of January 1, 2024— — 
Granted628,5159.42 
Forfeited(16,684)9.26 
Outstanding as of December 31, 2024611,8319.42 

Restricted Shares

During the years ended December 31, 2025, 2024 and 2023, there were 44,086, 56,995 and 33,194 restricted share awards, respectively, issued to non-executive directors in connection with their service on the board of directors. The shares were valued using the Finnerty model, with the main input data being the underlying issued price of $12.35, $8.47 and $10.13, respectively, an annualized volatility of 45%, 35% and 40%, respectively, and a restricted period of one year.

Share-based Payment Expense
Year Ended December 31,
202520242023
Share options expense1,893 1,963 3,124 
RSU expense4,408 2,479 — 
Restricted shares expense569 475 483 
Other share based related expenses67 36 — 
Share-based payment expense6,937 4,953 3,607 

As of December 31,
20252024
Unrecognized share-based payment expense, USD
  Equity classified share options (excluding Founder Awards)168 887 
  Founders Awards2,161 2,821 
  RSUs5,1383,223
Weighted average remaining amortization period, years
  Equity classified share options (excluding Founder Awards)0.761.34
  Founders Awards2.313.23
  RSUs1.441.63

Share-based Compensation Reserve
Share-based payment reserve is included within the share-based compensation reserve (see Note 13).