Related Party Transactions

6 Months Ended

Jun. 30, 2026

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Consultant Agreement

On June 1, 2026, the Company assumed a consulting agreement which provides for an individual, who is an existing shareholder of the Company that owns more than 5.0% of the Company’s outstanding common shares, to act as a head of strategy (the “Head of Strategy”) who is responsible for providing senior strategic and advisory services and support the development of the Company’s business strategy. Fees are $0.4 million annually, payable in equal monthly installments. The Company may terminate the agreement at any time for just cause, as defined in the agreement. If the Company terminates the agreement without just cause, the consultant is entitled to a termination fee of $0.4 million, payable on the effective date of termination.

On June 1, 2026, in connection with the Combination, the Head of Strategy was issued 665,107 Series I Preferred Shares with a fair value of $1.3 million. On June 8, 2026, the Head of Strategy was granted 250,000 RSUs that vest over two years and have a grant date fair value of $0.9 million. For the three and six months ended June 30, 2026, the Company recorded $27,000 of share-based compensation expense related to these awards.

At June 30, 2026, the Company had an aggregate of $0.3 million in accounts payable and accrued liabilities due to the Head of Strategy, and recorded $29,000 of expense for the three and six months ended June 30, 2026.

On July 1, 2026, the Company terminated the prior consulting agreement and entered into a new consulting agreement with its Head of Strategy. Under the new agreement, the Head of Strategy provides senior strategic and advisory services and supports the development of the Company’s business strategy. The agreement has an initial term of 12 months and automatically renews for additional periods of 12 months unless either party provides written notice of non‑renewal in accordance with the agreement. The annual consulting fee is $0.4 million, payable in equal monthly installments. The Company may terminate the agreement at any time for just cause, as defined in the agreement. If the Company terminates the agreement without just cause, the consultant is entitled to a termination fee of $0.4 million, payable on the effective date of termination.