Note 1Summary of Material Accounting Policies
General Information
Atlantic Sapphire ASA (\u201cASA\u201d) is a Norwegian company headquartered in Vikebukt, Norway, domiciled in Vestnes, Norway, and listed on the Oslo Stock Exchange with the ticker symbol ASA. ASA owns the following subsidiaries (collectively, \u201cAtlantic Sapphire\u201d, the \u201cCompany\u201d, or the \u201cGroup\u201d):
\u2022\tAtlantic Sapphire Denmark A/S (\u201cASDK\u201d, registered in Hvide Sande, Denmark)
\u2022\tAtlantic Sapphire USA LLC (\u201cASUS\u201d, registered in Miami, Florida, US)
\u2022\tS.F. Development, L.L.C. (\u201cASSF\u201d, registered in Miami, Florida, US)
\u2022\tAtlantic Sapphire IP, LLC (\u201cASIP\u201d, registered in Miami, Florida, US)
The Group owns and operates a land-based Atlantic salmon farm in Homestead, Florida, US (the \u201cMiami Bluehouse\u201d facility) and previously operated a land-based Atlantic salmon farm in Hvide Sande, Denmark (the \u201cDenmark Bluehouse\u201d facility). A Bluehouse\u00ae facility (\u201cBluehouse\u201d) is proprietary production technology developed by the Group in collaboration with a wide range of supply chain partners to optimize growing conditions for Atlantic salmon. A Bluehouse contains the facilities needed to grow and produce Atlantic salmon from egg hatchery to grow-out tanks to primary processing. The Miami Bluehouse also incorporates value-added processing. Consolidated operations enable the Group to control the entire production cycle without having to transport salmon to and from ocean-based net pens. Phase 1 of the Miami Bluehouse has an annual design production capacity of approximately 8,500tons HOG1.
On 4 March 2024, AS Purchasing, LLC, a wholly owned subsidiary of ASA, filed for voluntary dissolution under the Florida Division of Corporations as it was utilized for construction of US Phase 1 and no longer held formal operations since its completion.
Basis for Preparation of the Annual Accounts
The consolidated financial statements were prepared in accordance with IFRS\u00ae Accounting Standards (\u201cIFRS\u201d) as adopted by the European Union (\u201cEU\u201d) and mandatory for financial years beginning on or after 1 January 2025, and additional Norwegian disclosure requirements under the Norwegian Accounting Act as of 31 December 2025. References to \u201cIFRS\u201d in these consolidated financial statements refer to IFRS as adopted by the EU.
The consolidated financial statements have been prepared based on uniform accounting principles for similar transactions and events under otherwise similar circumstances and are expressed in United States (\u201cUS\u201d) dollars (\u201cUSD\u201d). The consolidated financial statements are based on historical cost, except for biological assets at fair value less cost to sell.
Going Concern
The consolidated financial statement and the parent company\u2019s financial statement are prepared on the assumption of going concern. This assumption is based on the current market outlook and financial forecasts for the year 2026 and the Group\u2019s long-term financial forecast, including funding.
The Group has demonstrated improved biological performance resulting in higher average harvest weights and the subsequent increase in realized sales prices. These operational improvements provide a strong foundation for the Group\u2019s current activities and its planned expansion into Phase 2.
To support this expansion, the Group intends to secure financing for further improvements to Phase 1 and ramp up production to prepare for a future phase 2 construction. Management is actively pursuing additional funding and aims to raise capital in the first half of 2026.
The Group will require additional capital to continue to fund its operations in 2026 and beyond. The Board has determined that there is a reasonable expectation that the Group can raise the required funding to continue operating for the foreseeable future, including at least 12 months from the date of the balance sheet. However, there can be no assurance that the Group will be successful in these efforts.
The events described above indicate that material uncertainty exists that may cast substantial doubt on the Group\u2019s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. See Note 23 \u2013 Subsequent Events for further detail.
New and Amended IFRS Standards Adopted by the Group
There are numerous standards, amendments to standards, and interpretations in 2025 that have been issued by the IASB that are effective in future accounting periods. The Group has decided not to early adopt any as they are not expected to have a significant effect on the Group\u2019s consolidated financial statements.
1HOG \u2013 \u201cHead-On-Gutted\u201d fish, a term used industry-wide, is approximately 81% of live weight fish.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
The Group did not adopt any new standards, amendments to standards, and interpretations in 2025 that would impact the Group\u2019s consolidated financial statements for the year ended 31 December 2025.
The Group will be impacted by IFRS 18 which is a new mandatory standard from 1 January 2027 but has not assessed the consequences of implementing IFRS 18.
Other amendments, interpretations, and changes based on the annual improvement cycle were assessed by the Group but had no material impact nor were they expected to significantly affect the current or future reporting periods.
Consolidation
Subsidiaries are all entities over which the Group has control. The Group considers control over an entity to exist when the Group is exposed to, or has the right to, variable returns from its involvement with the entity and can affect those returns through its ability to direct the operations of the entity. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
The accompanying consolidated financial statements include the accounts of ASA, ASDK, ASUS, and ASSF. When necessary, adjustments are made to the local financial statements of the Group subsidiaries to conform with the consolidated Group\u2019s accounting policies presented under IFRS.
All intercompany balances, transactions, and unrealized gains from intercompany transactions are eliminated upon consolidation. Unrealized losses from intercompany transactions are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the transferred asset.
The assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date in which the Group gains control until the date in which the Group ceases to control the subsidiary.
Foreign Currency
Items included in the respective financial statements of each entity within the Group are measured using the functional currency of the primary economic environment in which the entity operates. The accompanying consolidated financial statements are presented in USD.
Foreign currency transactions are translated using the applicable exchange rate at the time of the transaction. Receivables, debt, and other monetary items in foreign currency are measured at the exchange rate at the end of the reporting period, and the translation differences are recognized as part of the Group\u2019s consolidated net profit or loss. Other assets in foreign currencies are translated at the exchange rate in effect on the transaction date.
Upon consolidation, exchange differences arising from the translation of non-USD denominated Group entities and non-USD denominated investments are recognized as part of consolidated other comprehensive income or loss (\u201cOCI\u201d). When a foreign operation is sold, the associated exchange differences related to the gain or loss on sale are reclassified to profit or loss.
The profit and loss transactions of non-USD denominated Group entities are translated into the presentation currency using the average exchange rate for the reporting period. The assets and liabilities of respective entities are translated at the exchange rate at the end of the reporting period.
Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing exchange rate.
Use of Estimates and Judgements
The preparation of the consolidated financial statements in accordance with IFRS requires management to make accounting estimates and assumptions that affect the recognized amounts of consolidated assets, liabilities, income, and expenses. The estimates and underlying assumptions are based on the Group\u2019s prior experience and information perceived to be relevant and probable when the judgments are made.
Estimates are reviewed on an ongoing basis, and actual values and results may deviate from these estimates. Adjustments to accounting estimates are recognized in the period in which the estimates are revised.
The evaluations and estimates deemed to be of greatest significance for the Group are as follows:
Fair Value Adjustment of Biomass
Biological assets are measured at fair value less cost to sell, with any change therein recognized in profit or loss. The estimated fair value of the biological assets is based on historical prices achieved and the most relevant forward prices for salmon at the reporting period date in the respective markets in which the Group operates. The fair value calculation considers estimates of biomass volumes, quality, size distribution, production cost, mortality, and normal costs of harvest and sale (see Note 5 \u2013 Biological Assets).
Provisions
A provision is recognized when the Group has a legal or constructive obligation as a result of a past event, it is likely that there will be a financial settlement as a result of this obligation, and the amount can be reliable. If the effect is significant, the provision is calculated by discounting future cash flows using a discounted pre-tax rate that reflects market assessments of time, value of money, and if relevant, risks specifically related to the obligation. Provisions are reviewed at each reporting period date, and their level reflects the best estimate of the liability. Changes in best estimates are recognized in the accompanying consolidated statements of operations.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Classification of Current vs. Non-Current Items
Assets are classified as current when they are expected to be realized or sold, to be used in the Group\u2019s normal operating cycle, falls due, or is expected to be realized within 12 months after the end of the reporting period date. Other assets are classified as non-current. Liabilities are classified as current when they are expected to be settled in the normal operating cycle of the Group, are expected to be settled within 12 months of the end of the reporting period, or if the Group does not have an unconditional right to postpone settlement for at least 12 months after the reporting period date.
Revenue Recognition
The Group operates proprietary Bluehouse facilities for land-based salmon farming and derives revenue from the sale of salmon. Revenue from salmon sales is recognized when the customer obtains control of the goods transferred and there is no unfulfilled obligation that could affect the customer\u2019s acceptance of the goods upon delivery (i.e. at a point in time). The Group grants certain customers sales incentives such as rebates or discounts and treats these as a reduction of revenue at the time the sale is recognized.
Receivables are recognized when the goods are delivered as this is the point in time in which consideration is unconditional and only the passage of time is required before payment is due. Depending on credit assessment, customers are generally provided with 30-day payment terms.
Leases
Leases are recognized under IFRS 16, Leases, in which all leasing agreements with a duration exceeding 12 months are to be capitalized as financial leases. The Group assesses whether a legally enforceable contract is or contains a lease at the inception date of the contract. The assessment includes several criteria to be determined based on judgment that includes whether there is an identifiable asset in connection to the lease, whether the Group has the right to control the use of the identifiable asset, and whether the Group can obtain substantially all economic benefits from the identifiable asset.
The Group recognizes a right of use (\u201cROU\u201d) asset and a lease liability at the lease commencement date. The lease liability is calculated based on the present value of the contractual minimum lease payments using the implicit interest rate of the lease. The Group uses the incremental borrowing rate in the case the implicit rate cannot be readily determined from the lease contract. The contractual minimum lease payments consist of fixed or variable payments, including those resulting from options in which management is reasonably certain it will exercise during the lease term. The lease liability is subsequently measured at amortized cost under the effective interest rate during the lease term and may also be adjusted to management\u2019s reassessment of future lease payments based on options exercised, renegotiations, or changes of an index rate.
The ROU asset is calculated based on the lease liability, plus initial direct costs towards the lease, and less any incentives granted by the lessor. The ROU asset is subsequently amortized under the straight-line method under the shorter of the lease term or the useful life of the underlying asset and is included as part of depreciation and amortization in the accompanying consolidated statements of operations.
Leases that fall under the IFRS 16 short-term exception are recognized on a straight-line method over the lease term.
Taxes
Tax expense consists of the tax payable and changes to deferred tax. Tax is recognized in the accompanying consolidated statements of operations, except to the extent that it relates to items recognized in consolidated OCI or directly in consolidated equity.
Deferred tax assets and liabilities are calculated based on the temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and their tax bases, together with tax losses carried forward at the consolidated statement of financial position date. Deferred tax assets and liabilities are calculated based on the applicable tax rates and legislations that are expected to apply when the assets are realized or the liabilities are settled, based on the tax rates and legislations that have been enacted or substantially enacted on the consolidated statement of financial position date. Deferred tax assets are recognized only when convincing evidence can support the availability of future taxable profits will be available, against which the assets can be utilized. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The entities included in the Group\u2019s consolidated financial statements are subject to income tax in the respective countries in which they are domiciled.
Investments and Other Financial Assets
The Group classifies its financial assets based on the following measurement categories:
\u2022\tThose to be measured at amortized cost,
\u2022\tThose to be measured subsequently at fair value (through other comprehensive income or loss), and
\u2022\tThose to be measured subsequently at fair value (through profit or loss).
Upon initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (\u201cFVPL\u201d), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in the accompanying consolidated statements of operations.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Financial Assets at Amortized Cost
Trade receivables consist of amounts due from customers for goods sold in the ordinary course of business and are generally due for settlement within 30 days and classified as current. Trade receivables are initially recognized at the amount of consideration that is unconditional and when no element of financing is present. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.
Other financial assets are classified at amortized cost only if both of the following criteria are met:
\u2022\tThe asset is held within a business model whose objective is to collect the contractual cash flows, and
\u2022\tThe contractual terms give rise to cash flows that are solely payments of principal and interest.
Property, Plant, and Equipment
Property, plant, and equipment is capitalized at acquisition cost, which includes capitalized borrowing costs under IAS 23, Borrowing Costs, less accumulated depreciation and impairment losses, if any. Acquisition costs include expenditures that are directly attributable to the acquisition and placement of fixed assets in service. Costs of major replacements and renewals that substantially extend the economic life and functionality of a fixed asset are capitalized. Costs associated with normal maintenance and repairs are expensed as they are incurred.
Assets are normally considered property, plant, and equipment if the useful economic life exceeds one year. Straight-line depreciation is applied over the useful life of property, plant, and equipment based on the asset\u2019s historical cost and estimated residual value at disposal. If a substantial part of an asset has an individual and different useful life, that portion is depreciated separately. The asset\u2019s residual value and useful life are evaluated annually. Gains or losses arising from the disposal or retirement of an asset are determined as the difference between the sales proceeds and the carrying amount of the asset and recognized as part of other income in the accompanying consolidated statements of operations.
Depreciation is charged to expense when the property, plant or equipment is ready for use or placed in service. As such, assets under construction are not depreciated.
Impairment
Management reviews long-lived assets for impairment annually, or more frequently, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset\u2019s carrying value to determine if an adjustment for impairment to such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Inventories
Inventories consist of feed, raw materials, packaging, spare parts, and processed fish. Inventories are measured at the lower of cost or net realizable value under the first-in-first-out principle. Cost price includes both the production or acquisition costs for goods and the costs of bringing goods into saleable condition. Net realizable value consists of estimated sales price minus remaining costs to sell. Generally, feed, raw materials, packaging, and spare parts are maintained at cost whereas processed fish is recognized at net realizable value. Live fish are accounted for separately as biological assets under IAS 41, Agriculture, and IFRS 13, Fair Value Measurement.
Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. For further information regarding the Group\u2019s biological assets, see Note 5 \u2013 Biological Assets.
Cash and Restricted Cash
Cash includes cash on hand and bank deposits. Current restricted cash is not available for immediate or general business use and is presented separately from cash in the accompanying consolidated statements of financial position. Non-current restricted cash is presented separately as restricted deposits in the accompanying consolidated statements of financial position and is not included as part of the cash and restricted cash balances presented in the accompanying consolidated statements of cash flows. Cash equivalents consist of short-term investments that can be converted into a known amount in cash within three months and contain an insignificant risk element. The Group did not hold any cash equivalents as of 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Borrowings
Borrowings are recognized at fair value when proceeds have been received less transaction costs. In subsequent periods, borrowings are recognized at amortized cost calculated using the effective interest method. The difference between the proceeds from borrowings received (less transaction costs) and its redemption value is reflected over the term of the borrowing as part of financial expense in the accompanying consolidated statements of operations.
Share Option Program
Share-based compensation benefits are provided to employees through an employee share scheme (see Note 18 \u2013 Share Option Program). The total expense is recognized over the vesting period, which is the period over which all specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions and recognizes the impact of the revision to original estimates, if any, in the accompanying consolidated statements of operations, with a corresponding adjustment to equity. Social Security contributions payable in connection with an option grant are considered an integral part of the grant itself and the charges are treated as cash-settled transactions.
Statements of Cash Flows
The accompanying consolidated statements of cash flows are prepared in accordance with the indirect method.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
General Information
Atlantic Sapphire ASA (\u201cASA\u201d) is a Norwegian company headquartered in Vikebukt, Norway, domiciled in Vestnes, Norway, and listed on the Oslo Stock Exchange with the ticker symbol ASA. ASA owns the following subsidiaries (collectively, \u201cAtlantic Sapphire\u201d, the \u201cCompany\u201d, or the \u201cGroup\u201d):
\u2022\tAtlantic Sapphire Denmark A/S (\u201cASDK\u201d, registered in Hvide Sande, Denmark)
\u2022\tAtlantic Sapphire USA LLC (\u201cASUS\u201d, registered in Miami, Florida, US)
\u2022\tS.F. Development, L.L.C. (\u201cASSF\u201d, registered in Miami, Florida, US)
\u2022\tAtlantic Sapphire IP, LLC (\u201cASIP\u201d, registered in Miami, Florida, US)
The Group owns and operates a land-based Atlantic salmon farm in Homestead, Florida, US (the \u201cMiami Bluehouse\u201d facility) and previously operated a land-based Atlantic salmon farm in Hvide Sande, Denmark (the \u201cDenmark Bluehouse\u201d facility). A Bluehouse\u00ae facility (\u201cBluehouse\u201d) is proprietary production technology developed by the Group in collaboration with a wide range of supply chain partners to optimize growing conditions for Atlantic salmon. A Bluehouse contains the facilities needed to grow and produce Atlantic salmon from egg hatchery to grow-out tanks to primary processing. The Miami Bluehouse also incorporates value-added processing. Consolidated operations enable the Group to control the entire production cycle without having to transport salmon to and from ocean-based net pens. Phase 1 of the Miami Bluehouse has an annual design production capacity of approximately 8,500tons HOG1.
On 4 March 2024, AS Purchasing, LLC, a wholly owned subsidiary of ASA, filed for voluntary dissolution under the Florida Division of Corporations as it was utilized for construction of US Phase 1 and no longer held formal operations since its completion.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__16": { "value": "General Information
Atlantic Sapphire ASA (\u201cASA\u201d) is a Norwegian company headquartered in Vikebukt, Norway, domiciled in Vestnes, Norway, and listed on the Oslo Stock Exchange with the ticker symbol ASA. ASA owns the following subsidiaries (collectively, \u201cAtlantic Sapphire\u201d, the \u201cCompany\u201d, or the \u201cGroup\u201d):
\u2022\tAtlantic Sapphire Denmark A/S (\u201cASDK\u201d, registered in Hvide Sande, Denmark)
\u2022\tAtlantic Sapphire USA LLC (\u201cASUS\u201d, registered in Miami, Florida, US)
\u2022\tS.F. Development, L.L.C. (\u201cASSF\u201d, registered in Miami, Florida, US)
\u2022\tAtlantic Sapphire IP, LLC (\u201cASIP\u201d, registered in Miami, Florida, US)
The Group owns and operates a land-based Atlantic salmon farm in Homestead, Florida, US (the \u201cMiami Bluehouse\u201d facility) and previously operated a land-based Atlantic salmon farm in Hvide Sande, Denmark (the \u201cDenmark Bluehouse\u201d facility). A Bluehouse\u00ae facility (\u201cBluehouse\u201d) is proprietary production technology developed by the Group in collaboration with a wide range of supply chain partners to optimize growing conditions for Atlantic salmon. A Bluehouse contains the facilities needed to grow and produce Atlantic salmon from egg hatchery to grow-out tanks to primary processing. The Miami Bluehouse also incorporates value-added processing. Consolidated operations enable the Group to control the entire production cycle without having to transport salmon to and from ocean-based net pens. Phase 1 of the Miami Bluehouse has an annual design production capacity of approximately 8,500tons HOG1.
On 4 March 2024, AS Purchasing, LLC, a wholly owned subsidiary of ASA, filed for voluntary dissolution under the Florida Division of Corporations as it was utilized for construction of US Phase 1 and no longer held formal operations since its completion.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__7": { "value": "Atlantic Sapphire ASA ", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__12": { "value": "Atlantic Sapphire ASA ", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__13": { "value": "Atlantic Sapphire ASA ", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__8": { "value": "ASA ", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__10": { "value": "Vikebukt", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__9": { "value": "Norway", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__14": { "value": "Vestnes", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__6": { "value": "The Group owns and operates a land-based Atlantic salmon farm ", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__11": { "value": "Homestead, Florida", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__17": { "value": "Basis for Preparation of the Annual Accounts
The consolidated financial statements were prepared in accordance with IFRS\u00ae Accounting Standards (\u201cIFRS\u201d) as adopted by the European Union (\u201cEU\u201d) and mandatory for financial years beginning on or after 1 January 2025, and additional Norwegian disclosure requirements under the Norwegian Accounting Act as of 31 December 2025. References to \u201cIFRS\u201d in these consolidated financial statements refer to IFRS as adopted by the EU.
The consolidated financial statements have been prepared based on uniform accounting principles for similar transactions and events under otherwise similar circumstances and are expressed in United States (\u201cUS\u201d) dollars (\u201cUSD\u201d). The consolidated financial statements are based on historical cost, except for biological assets at fair value less cost to sell.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__18-1": { "value": "Going Concern
The consolidated financial statement and the parent company\u2019s financial statement are prepared on the assumption of going concern. This assumption is based on the current market outlook and financial forecasts for the year 2026 and the Group\u2019s long-term financial forecast, including funding.
The Group has demonstrated improved biological performance resulting in higher average harvest weights and the subsequent increase in realized sales prices. These operational improvements provide a strong foundation for the Group\u2019s current activities and its planned expansion into Phase 2.
To support this expansion, the Group intends to secure financing for further improvements to Phase 1 and ramp up production to prepare for a future phase 2 construction. Management is actively pursuing additional funding and aims to raise capital in the first half of 2026.
The Group will require additional capital to continue to fund its operations in 2026 and beyond. The Board has determined that there is a reasonable expectation that the Group can raise the required funding to continue operating for the foreseeable future, including at least 12 months from the date of the balance sheet. However, there can be no assurance that the Group will be successful in these efforts.
The events described above indicate that material uncertainty exists that may cast substantial doubt on the Group\u2019s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. See Note 23 \u2013 Subsequent Events for further detail.
As of 31 December 2025, and 2024, the Group\u2019s consolidated equity consisted of USD 12.0m and USD 202.8m, respectively, equity share, which comprise of total equity divided by total assets, was 9% and 74%, respectively, and net interest-bearing debt, which comprise of total net interest-bearing borrowings excluding the effects of IFRS 16, minus cash and restricted deposits, was USD 91.5m and USD 17.5m, respectively. The Group will require additional capital to continue to fund its operations in 2026 and beyond. The Board has determined that there is a reasonable expectation that the Group can raise the required funding to continue operating for the foreseeable future, including at least 12 months from the date of the balance sheet.
On 22 May 2025, the Group held its Annual General Meeting (the \u201c2025 AGM\u201d). Through the 2025 AGM, the Board was given authority to increase total authorized share capital by up to NOK 107,562,140 through the issuance of up to 10,756,214 total shares, with a face value of NOK 10.00. Further, the EGM on 30 September 2025 reduced the face value of the share from NOK 10.00 to NOK 0.50 per share. The EGM also replaced the prior authorization to the Board to increase the share capital with a new authorization to increase share capital by up to NOK 8,963,511 through the issuance of up to 17,927,022 new shares, with a face value of NOK 0.50. The AGM also approved a convertible loan of USD 59,246,066, including merging the former $20 million convertible loan into the new convertible loan.
The Group holds the financial instruments necessary for its operations. The Group\u2019s principal financial liabilities, other than interest-bearing borrowings and excluding the effects of IFRS 16, consist of trade and other payables and most of the Group\u2019s third-party financing. The Group\u2019s principal financial assets consist of trade and other receivables, cash and restricted cash, restricted deposits, and other investments.
The Group\u2019s material accounting policies regarding financial instruments are disclosed in Note 1 \u2013 Summary of Material Accounting Policies, and the Group\u2019s financial instruments are detailed in Note 13 \u2013 Financial Instruments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__19": { "value": "New and Amended IFRS Standards Adopted by the Group
There are numerous standards, amendments to standards, and interpretations in 2025 that have been issued by the IASB that are effective in future accounting periods. The Group has decided not to early adopt any as they are not expected to have a significant effect on the Group\u2019s consolidated financial statements.
1HOG \u2013 \u201cHead-On-Gutted\u201d fish, a term used industry-wide, is approximately 81% of live weight fish.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
The Group did not adopt any new standards, amendments to standards, and interpretations in 2025 that would impact the Group\u2019s consolidated financial statements for the year ended 31 December 2025.
The Group will be impacted by IFRS 18 which is a new mandatory standard from 1 January 2027 but has not assessed the consequences of implementing IFRS 18.
Other amendments, interpretations, and changes based on the annual improvement cycle were assessed by the Group but had no material impact nor were they expected to significantly affect the current or future reporting periods.
", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__20": { "value": "Consolidation
Subsidiaries are all entities over which the Group has control. The Group considers control over an entity to exist when the Group is exposed to, or has the right to, variable returns from its involvement with the entity and can affect those returns through its ability to direct the operations of the entity. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
The accompanying consolidated financial statements include the accounts of ASA, ASDK, ASUS, and ASSF. When necessary, adjustments are made to the local financial statements of the Group subsidiaries to conform with the consolidated Group\u2019s accounting policies presented under IFRS.
All intercompany balances, transactions, and unrealized gains from intercompany transactions are eliminated upon consolidation. Unrealized losses from intercompany transactions are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the transferred asset.
The assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date in which the Group gains control until the date in which the Group ceases to control the subsidiary.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__21": { "value": "Consolidation
Subsidiaries are all entities over which the Group has control. The Group considers control over an entity to exist when the Group is exposed to, or has the right to, variable returns from its involvement with the entity and can affect those returns through its ability to direct the operations of the entity. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
The accompanying consolidated financial statements include the accounts of ASA, ASDK, ASUS, and ASSF. When necessary, adjustments are made to the local financial statements of the Group subsidiaries to conform with the consolidated Group\u2019s accounting policies presented under IFRS.
All intercompany balances, transactions, and unrealized gains from intercompany transactions are eliminated upon consolidation. Unrealized losses from intercompany transactions are also eliminated upon consolidation unless the transaction provides evidence of an impairment of the transferred asset.
The assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date in which the Group gains control until the date in which the Group ceases to control the subsidiary.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__22": { "value": "Foreign Currency
Items included in the respective financial statements of each entity within the Group are measured using the functional currency of the primary economic environment in which the entity operates. The accompanying consolidated financial statements are presented in USD.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__23": { "value": "Foreign Currency
Items included in the respective financial statements of each entity within the Group are measured using the functional currency of the primary economic environment in which the entity operates. The accompanying consolidated financial statements are presented in USD.
Foreign currency transactions are translated using the applicable exchange rate at the time of the transaction. Receivables, debt, and other monetary items in foreign currency are measured at the exchange rate at the end of the reporting period, and the translation differences are recognized as part of the Group\u2019s consolidated net profit or loss. Other assets in foreign currencies are translated at the exchange rate in effect on the transaction date.
Upon consolidation, exchange differences arising from the translation of non-USD denominated Group entities and non-USD denominated investments are recognized as part of consolidated other comprehensive income or loss (\u201cOCI\u201d). When a foreign operation is sold, the associated exchange differences related to the gain or loss on sale are reclassified to profit or loss.
The profit and loss transactions of non-USD denominated Group entities are translated into the presentation currency using the average exchange rate for the reporting period. The assets and liabilities of respective entities are translated at the exchange rate at the end of the reporting period.
Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing exchange rate.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__24": { "value": "Use of Estimates and Judgements
The preparation of the consolidated financial statements in accordance with IFRS requires management to make accounting estimates and assumptions that affect the recognized amounts of consolidated assets, liabilities, income, and expenses. The estimates and underlying assumptions are based on the Group\u2019s prior experience and information perceived to be relevant and probable when the judgments are made.
Estimates are reviewed on an ongoing basis, and actual values and results may deviate from these estimates. Adjustments to accounting estimates are recognized in the period in which the estimates are revised.
The evaluations and estimates deemed to be of greatest significance for the Group are as follows:
Fair Value Adjustment of Biomass
Biological assets are measured at fair value less cost to sell, with any change therein recognized in profit or loss. The estimated fair value of the biological assets is based on historical prices achieved and the most relevant forward prices for salmon at the reporting period date in the respective markets in which the Group operates. The fair value calculation considers estimates of biomass volumes, quality, size distribution, production cost, mortality, and normal costs of harvest and sale (see Note 5 \u2013 Biological Assets).
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__25": { "value": "Provisions
A provision is recognized when the Group has a legal or constructive obligation as a result of a past event, it is likely that there will be a financial settlement as a result of this obligation, and the amount can be reliable. If the effect is significant, the provision is calculated by discounting future cash flows using a discounted pre-tax rate that reflects market assessments of time, value of money, and if relevant, risks specifically related to the obligation. Provisions are reviewed at each reporting period date, and their level reflects the best estimate of the liability. Changes in best estimates are recognized in the accompanying consolidated statements of operations.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition
The Group operates proprietary Bluehouse facilities for land-based salmon farming and derives revenue from the sale of salmon. Revenue from salmon sales is recognized when the customer obtains control of the goods transferred and there is no unfulfilled obligation that could affect the customer\u2019s acceptance of the goods upon delivery (i.e. at a point in time). The Group grants certain customers sales incentives such as rebates or discounts and treats these as a reduction of revenue at the time the sale is recognized.
Receivables are recognized when the goods are delivered as this is the point in time in which consideration is unconditional and only the passage of time is required before payment is due. Depending on credit assessment, customers are generally provided with 30-day payment terms.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__27": { "value": "Leases
Leases are recognized under IFRS 16, Leases, in which all leasing agreements with a duration exceeding 12 months are to be capitalized as financial leases. The Group assesses whether a legally enforceable contract is or contains a lease at the inception date of the contract. The assessment includes several criteria to be determined based on judgment that includes whether there is an identifiable asset in connection to the lease, whether the Group has the right to control the use of the identifiable asset, and whether the Group can obtain substantially all economic benefits from the identifiable asset.
The Group recognizes a right of use (\u201cROU\u201d) asset and a lease liability at the lease commencement date. The lease liability is calculated based on the present value of the contractual minimum lease payments using the implicit interest rate of the lease. The Group uses the incremental borrowing rate in the case the implicit rate cannot be readily determined from the lease contract. The contractual minimum lease payments consist of fixed or variable payments, including those resulting from options in which management is reasonably certain it will exercise during the lease term. The lease liability is subsequently measured at amortized cost under the effective interest rate during the lease term and may also be adjusted to management\u2019s reassessment of future lease payments based on options exercised, renegotiations, or changes of an index rate.
The ROU asset is calculated based on the lease liability, plus initial direct costs towards the lease, and less any incentives granted by the lessor. The ROU asset is subsequently amortized under the straight-line method under the shorter of the lease term or the useful life of the underlying asset and is included as part of depreciation and amortization in the accompanying consolidated statements of operations.
Leases that fall under the IFRS 16 short-term exception are recognized on a straight-line method over the lease term.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__28": { "value": "Taxes
Tax expense consists of the tax payable and changes to deferred tax. Tax is recognized in the accompanying consolidated statements of operations, except to the extent that it relates to items recognized in consolidated OCI or directly in consolidated equity.
Deferred tax assets and liabilities are calculated based on the temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and their tax bases, together with tax losses carried forward at the consolidated statement of financial position date. Deferred tax assets and liabilities are calculated based on the applicable tax rates and legislations that are expected to apply when the assets are realized or the liabilities are settled, based on the tax rates and legislations that have been enacted or substantially enacted on the consolidated statement of financial position date. Deferred tax assets are recognized only when convincing evidence can support the availability of future taxable profits will be available, against which the assets can be utilized. Deferred tax assets and liabilities are not discounted. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The entities included in the Group\u2019s consolidated financial statements are subject to income tax in the respective countries in which they are domiciled.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__29-1": { "value": "Investments and Other Financial Assets
The Group classifies its financial assets based on the following measurement categories:
\u2022\tThose to be measured at amortized cost,
\u2022\tThose to be measured subsequently at fair value (through other comprehensive income or loss), and
\u2022\tThose to be measured subsequently at fair value (through profit or loss).
Upon initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (\u201cFVPL\u201d), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in the accompanying consolidated statements of operations.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Financial Assets at Amortized Cost
Trade receivables consist of amounts due from customers for goods sold in the ordinary course of business and are generally due for settlement within 30 days and classified as current. Trade receivables are initially recognized at the amount of consideration that is unconditional and when no element of financing is present. The Group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method.
Other financial assets are classified at amortized cost only if both of the following criteria are met:
\u2022\tThe asset is held within a business model whose objective is to collect the contractual cash flows, and
\u2022\tThe contractual terms give rise to cash flows that are solely payments of principal and interest.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__31": { "value": "Property, Plant, and Equipment
Property, plant, and equipment is capitalized at acquisition cost, which includes capitalized borrowing costs under IAS 23, Borrowing Costs, less accumulated depreciation and impairment losses, if any. Acquisition costs include expenditures that are directly attributable to the acquisition and placement of fixed assets in service. Costs of major replacements and renewals that substantially extend the economic life and functionality of a fixed asset are capitalized. Costs associated with normal maintenance and repairs are expensed as they are incurred.
Assets are normally considered property, plant, and equipment if the useful economic life exceeds one year. Straight-line depreciation is applied over the useful life of property, plant, and equipment based on the asset\u2019s historical cost and estimated residual value at disposal. If a substantial part of an asset has an individual and different useful life, that portion is depreciated separately. The asset\u2019s residual value and useful life are evaluated annually. Gains or losses arising from the disposal or retirement of an asset are determined as the difference between the sales proceeds and the carrying amount of the asset and recognized as part of other income in the accompanying consolidated statements of operations.
Depreciation is charged to expense when the property, plant or equipment is ready for use or placed in service. As such, assets under construction are not depreciated.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__32": { "value": "Property, plant, and equipment is capitalized at acquisition cost, which includes capitalized borrowing costs under IAS 23, Borrowing Costs, less accumulated depreciation and impairment losses, if any. Acquisition costs include expenditures that are directly attributable to the acquisition and placement of fixed assets in service. Costs of major replacements and renewals that substantially extend the economic life and functionality of a fixed asset are capitalized. Costs associated with normal maintenance and repairs are expensed as they are incurred.
Assets are normally considered property, plant, and equipment if the useful economic life exceeds one year. Straight-line depreciation is applied over the useful life of property, plant, and equipment based on the asset\u2019s historical cost and estimated residual value at disposal. If a substantial part of an asset has an individual and different useful life, that portion is depreciated separately. The asset\u2019s residual value and useful life are evaluated annually. Gains or losses arising from the disposal or retirement of an asset are determined as the difference between the sales proceeds and the carrying amount of the asset and recognized as part of other income in the accompanying consolidated statements of operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__33": { "value": "Depreciation is charged to expense when the property, plant or equipment is ready for use or placed in service. As such, assets under construction are not depreciated.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__34": { "value": "Impairment
Management reviews long-lived assets for impairment annually, or more frequently, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is the higher of an asset\u2019s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset\u2019s carrying value to determine if an adjustment for impairment to such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__35": { "value": "Inventories
Inventories consist of feed, raw materials, packaging, spare parts, and processed fish. Inventories are measured at the lower of cost or net realizable value under the first-in-first-out principle. Cost price includes both the production or acquisition costs for goods and the costs of bringing goods into saleable condition. Net realizable value consists of estimated sales price minus remaining costs to sell. Generally, feed, raw materials, packaging, and spare parts are maintained at cost whereas processed fish is recognized at net realizable value. Live fish are accounted for separately as biological assets under IAS 41, Agriculture, and IFRS 13, Fair Value Measurement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__36-1": { "value": "Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. For further information regarding the Group\u2019s biological assets, see Note 5 \u2013 Biological Assets.
NOTE 5
Biological Assets
Fair Value Measurement of Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. Biomass comprises of salmon roe and live fish in tanks from fry to adult grow-out. The historical cost of biological assets (\u201cproduction costs\u201d) includes all costs required to raise salmon from roe to harvest. Direct production costs, which include salmon roe and other raw materials such as feed, are allocated fully to production costs. Indirect production costs, which consist of salary and personnel costs, depreciation, and other overhead costs, are allocated based on a ratio of actual vs hypothetical feed capacity per fish system that approximates normal capacity under IAS 2. Portions of indirect production costs attributed to underutilized Bluehouse tank capacity are recognized as period cost under cost of goods sold in the accompanying consolidated statements of operations. Fish in the saltwater ongrowing systems (from approximately 1kg average weight) are considered to be harvestable.
Non-Harvestable Fish (Measured at Cost)
Fish held in tanks prior to being stocked in the ongrowing tanks, including salmon roe, are considered non-harvestable due to their little biological conversion and are therefore measured at historical cost (IAS 41.24). Fish measured at cost are routinely assessed for impairment losses whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Harvestable Fish (Measured at Fair Value Less Cost to Sell)
Fish held in ongrowing tanks are considered harvestable and is therefore calculated based on an implied estimated fair value of the fish in a hypothetical market using a future cash flow model that calculates the net present value of the estimated revenue cash flows from harvested biomass based on the available biomass as of the reporting period date as a starting point, less estimated remaining costs to sell until the fish is harvested from a specific batch.
The difference between the fair value and the remaining cost to sell is recognized under fair value adjustments in the accompanying consolidated statements of operations to adjust the biomass value on the balance sheet accordingly. As the key assumptions above towards biomass input are not derived from observable markets, biomass valuation is categorized at Level 3 in the fair value hierarchy under IFRS 13. As of 31 December 2025, all biological assets in ongrowing tanks were classified as Level 3 and there were no transfers to or from Level 1 or Level 2 during the year.
Incident-Based Mortality
Incident-based mortality is recognized when a Bluehouse system experiences elevated or substantial mortality due to an incident out of expected normal capacity. In such cases, mortality expense is included as part of cost of goods sold in the accompanying consolidated statements of operations, and the fair value associated with the affected biomass is then adjusted under fair value adjustments in the accompanying consolidated statements of operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBiologicalAssetsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__37": { "value": "Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. For further information regarding the Group\u2019s biological assets, see Note 5 \u2013 Biological Assets.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__38": { "value": "Cash and Restricted Cash
Cash includes cash on hand and bank deposits. Current restricted cash is not available for immediate or general business use and is presented separately from cash in the accompanying consolidated statements of financial position. Non-current restricted cash is presented separately as restricted deposits in the accompanying consolidated statements of financial position and is not included as part of the cash and restricted cash balances presented in the accompanying consolidated statements of cash flows. Cash equivalents consist of short-term investments that can be converted into a known amount in cash within three months and contain an insignificant risk element. The Group did not hold any cash equivalents as of 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Cash and Restricted Cash
Cash includes cash on hand and bank deposits. Current restricted cash is not available for immediate or general business use and is presented separately from cash in the accompanying consolidated statements of financial position. Non-current restricted cash is presented separately as restricted deposits in the accompanying consolidated statements of financial position and is not included as part of the cash and restricted cash balances presented in the accompanying consolidated statements of cash flows. Cash equivalents consist of short-term investments that can be converted into a known amount in cash within three months and contain an insignificant risk element. The Group did not hold any cash equivalents as of 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Borrowings
Borrowings are recognized at fair value when proceeds have been received less transaction costs. In subsequent periods, borrowings are recognized at amortized cost calculated using the effective interest method. The difference between the proceeds from borrowings received (less transaction costs) and its redemption value is reflected over the term of the borrowing as part of financial expense in the accompanying consolidated statements of operations.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__41": { "value": "Share Option Program
Share-based compensation benefits are provided to employees through an employee share scheme (see Note 18 \u2013 Share Option Program). The total expense is recognized over the vesting period, which is the period over which all specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions and recognizes the impact of the revision to original estimates, if any, in the accompanying consolidated statements of operations, with a corresponding adjustment to equity. Social Security contributions payable in connection with an option grant are considered an integral part of the grant itself and the charges are treated as cash-settled transactions.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__42": { "value": "Statements of Cash Flows
The accompanying consolidated statements of cash flows are prepared in accordance with the indirect method.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Capital Management and Financial Risk
Capital management represents the Group\u2019s policy to assess, acquire, and utilize its capital base efficiently towards satisfactory operations and future development of the business to foster and maintain investor, lender, and market confidence. The Group\u2019s capital management contemplates available alternatives, the cyclical nature of the fish farming industry, and current socioeconomic factors. Access to borrowings is monitored periodically and the Group engages in dialogue continuously with its lenders.
The Group has obtained capital primarily from equity raises, interest-bearing borrowings, and interest-bearing convertible debt. The Group\u2019s interest-bearing borrowings require certain financial covenants to be maintained. The Group was in compliance with its financial covenants as of 31 December 2025 (see Note 19 \u2013 Borrowings).
", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__46": { "value": "The Group\u2019s risk management is carried out by the Group\u2019s Finance Department. The Group is exposed to market risk, credit risk, and liquidity risk.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__47": { "value": "Market Risk
Interest Rate
The Group\u2019s interest rate risk relates primarily from borrowings from financial institutions with variable rate interest. When possible, the Group manages its interest rate risk by entering fixed-interest loans. The Group through ASUS holds the US Term Loan which carried an annualized borrowing rate of SOFR plus 5.0% as of 31 December 2025 (see Note 19 \u2013 Borrowings). The margin grid calls for a maximum of 5.0% and allows for a lower margin based on the net debt to EBITDA ratio. Currently, the Group does not maintain a program to hedge its variable rate exposure. Changes in the interest rate can affect future investment opportunities.
The Group also holds a Convertible Debt that carries an annualized interest rate of 10.0% (paid-in-kind), in which the interest is capitalized and added to the outstanding principal and thus the interest cost is not paid.
Interest Rate Sensitivity
For the years ended 31 December 2025 and 2024, the following represents the Group\u2019s potential interest expense effect based on a 1% increase on the floating interest rate:
(USD 1,000) | 2025 | 2024 |
Effect on profit before income tax | 283 | 295 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency
The Group\u2019s foreign currency risk relates to the Group\u2019s operating, investing, and financing activities denominated in a foreign currency. This includes the Group\u2019s revenues, expenses, capital expenditures, and net investments in foreign subsidiaries. The Group\u2019s reporting currency is the United States dollar (\u201cUSD\u201d), and the predominant currencies transacted by the Group\u2019s subsidiaries are the USD, the Norwegian krone (\u201cNOK\u201d), the Danish krone (\u201cDKK\u201d), and the EU euro (\u201cEUR\u201d).
The Group manages its foreign currency risk by maintaining cash balances in foreign currency denominated bank accounts, analyzing future obligations by currency, and transferring funds as needed. The Group has not entered into derivative or other agreements to reduce the exchange rate risk and the related market risk.
As of 31 December 2025 and 2024, the Group\u2019s cash balances were held in the following currencies:
(USD 1,000) | 2025 | 2024 |
USD | 2,287 | 28,951 |
NOK | 123 | 259 |
DKK | 361 | 200 |
EUR | 30 | 37 |
Total cash | 2,801 | 29,447 |
As of 31 December 2025 and 2024, all of the Group\u2019s long-term interest-bearing borrowing balances were held in USD.
Foreign Currency Sensitivity
For the years ended 31 December 2025 and 2024, the Group\u2019s sensitivity to exchange rate movement was limited to its exposure to monetary items in a currency different than their functional currency.
Global Sensitivity
The Group is exposed to risk from changes in regulatory conditions for international trade. The Group imports salmon feed from Canada and is exposed to risk of changes in international trade regulatory conditions such as tariffs. The Group imports equipment, components, and services from various countries and is exposed to changes to international trade conditions. The Group sells salmon in the American market, and the price achievement may be affected by changes in international trading conditions accordingly.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__48": { "value": "Credit Risk
Financial instruments, which potentially subject the Group to credit risk, consist principally of cash and trade receivables. Cash is maintained with major financial institutions. The Group extends credit to some of its customers and management recognizes that extending credit and setting appropriate reserves for accounts receivable is largely a subjective decision based on knowledge of the customer. Accordingly, the Group trades only with recognized and creditworthy third parties and does not require collateral on trade receivables from its customers. Management periodically evaluates credit exposure in the aggregate and by individual credit and periodically reviews the creditworthiness of its customers to ensure the overall quality of the Group\u2019s credit portfolio. This takes into consideration expected 12-month and lifetime credit losses as well as other risks that may have arisen since original recognition. Further, the Group\u2019s trade receivables are credit insured unless an exception is approved by the CEO. As of 31 December 2025, the Group held an allowance for uncollectible trade receivables of USD 1.0m. Credit risk associated with revenue is limited to the amount of trade receivables outstanding for each customer.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__49": { "value": "Liquidity Risk
The Group continuously monitors liquidity and financial projections through budgets and monthly updated forecasts. The Group believes that it is appropriate to prepare the Annual Report based on a going concern assumption based on its forecasted performance, including planned capital raise, in which it has sufficient financing, to achieve proven state biomass and generate positive cash flow from operations.
The Group\u2019s estimation on its future financial position and liquidity requirements is based on several key assumptions, which are subject to various risks and uncertainties:
\u2022\tOur internal outlook on price achievement (vs salmon spot prices, which have historically been volatile).
\u2022\tImpacts from fluctuations in production, harvest volumes, and biological issues.
\u2022\tChanges in feed process, which generally correlate to the marine and agricultural commodity prices of the main ingredients.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
The provisions of the amended 2020 Credit Facility contain financial covenants to be maintained by the Group (see Note 19 \u2013 Borrowings). The Group believes it has made reasonable judgments and estimates with respect to the key assumptions above. Should there be any potential adverse impacts or factors to the above that may materially affect the Group\u2019s overall operational and construction plan, it could lead to a breach in the Group\u2019s required minimum EBITDA covenant. In turn, this would require the Group to obtain a formal waiver from its Lenders to prevent outstanding borrowings from becoming currently due.
The following are the remaining contractual maturities of the Group\u2019s financial liabilities as of 31 December 2025 and 2024, which include gross undiscounted principal and interest payments and exclude the impact of netting agreements:
As of 31 Dec 2025 (USD 1,000) | Trade and other payables | Lease liabilities | Interest on lease liabilities | Borrowings | Interest on borrowings | Total |
Up to 3 months | 10,729 | 75 | 70 | - | 976 | 11,752 |
Between 3 and 12 months | - | 236 | 200 | 750 | 2,856 | 4,042 |
Between 1 and 2 years | - | 361 | 240 | 48,471 | 2,132 | 51,204 |
Between 2 and 5 years | - | 1,241 | 547 | 60,760 | 35,600 | 98,148 |
Over 5 years | - | 1,265 | 195 | - | - | 1,460 |
Total financial liabilities | 10,729 | 3,178 | 1,252 | 109,981 | 41,564 | 166,704 |
As of 31 December 2024 (USD 1,000) | Trade and other payables | Lease liabilities | Interest on lease liabilities | Borrowings | Interest on borrowings | Total |
Up to 3 months | 6,968 | 120 | 34 | - | 996 | 8,118 |
Between 3 and 12 months | - | 374 | 86 | - | 3,044 | 3,504 |
Between 1 and 2 years | - | 545 | 80 | 41,674 | 3,232 | 45,531 |
Between 2 and 5 years | - | 394 | 128 | - | - | 522 |
Over 5 years | - | 308 | 119 | 20,458 | - | 20,885 |
Total financial liabilities | 6,968 | 1,741 | 447 | 62,132 | 7,272 | 78,560 |
The fourteenth amendment to the 2020 Credit Facility was formally signed and committed on 28 March 2025. The fourteenth amendment reset the required Q1 2025 EBITDA covenant levels while significantly all other key terms, including the debt structure, remained the same as the previous amendment.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__50": { "value": "NOTE 3
Segments
The Group has two strategic divisions, which represent its reportable segments. The Group\u2019s executive management reviews the internal management reports of each division. As of 31 December 2025 and 2024, the Group\u2019s reportable segments consisted of the following:
Denmark Operations
The Group\u2019s initial production facility in Hvide Sande, Denmark is a wholly owned subsidiary located on the west coast of Denmark and was in operation from 2011 to 2022. Since commencement of operations, approximately 45 batches of Atlantic salmon were introduced into the Denmark Bluehouse. The Denmark Bluehouse had an annual production capacity of approximately 2,400 tons HOG and a tank volume of approximately 17,000 m\u00b3, distributed across twenty tanks. The Group is currently reviewing its strategy for its Danish site including sale of the Danish entity which has a smolt facility, access to fresh and seawater and permits to farm fish.
US Operations
The Group owns the land in Homestead, FL, US through ASSF and operates the proprietary Bluehouse land-based salmon farm through ASUS. US Phase 1 construction of the Miami Bluehouse was complete as of 31 December 2021. The US Phase 2 expansion construction is currently on hold, and is expected to resume in 2027 and is expected to add an additional estimated 16,000 tons HOG of annual production capacity, for a total capacity of approximately 25,000 tons HOG.
For the years ended 31 December 2025 and 2024, the Group\u2019s segment information consisted of the following:
Year ended 31 December 2025 (USD 1,000) | Denmark operations | US operations | Other and eliminations | Consolidated |
Revenue from sale of salmon | - | 43,290 | - | 43,290 |
Cost of goods sold | 48 | 85,887 | - | 85,936 |
EBITDA | (178) | (166,512) | (164) | (166,854) |
EBITDA, pre-fair value adjustment | (178) | (174,502) | (164) | (174,844) |
EBITDA, adjusted* | (178) | (57,188) | (2,178) | (59,544) |
Pre-tax income (loss) | (231) | (191,188) | 157 | (191,262) |
Total assets | 1,794 | 135,183 | (1,180) | 135,797 |
Total liabilities | 2,317 | 170,978 | (49,408) | 123,887 |
Depreciation and amortization | 20 | 13,605 | - | 13,625 |
Interest income | - | 829 | 5,110 | 5,939 |
Interest expense | 33 | 11,900 | 4,789 | 16,722 |
Impairment of non-current assets | - | 115,300 | - | 115,300 |
ESOP Cost | - | 2,014 | - | 2,014 |
Cash flows from operating activities | (99) | (57,184) | (3,772) | (61,055) |
Cash flows from investing activities | - | (3,613) | 213 | (3,400) |
Cash flows from financing activities | 90 | 54,523 | (19,533) | 35,080 |
* EBITDA adjusted for fair value adjustment on biological assets, Share-Based compensation (ESOP) and impairment of non-current assets
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 December 2024 (USD 1,000) | Denmark operations | US operations | Other and eliminations | Consolidated |
Revenue from sale of salmon | - | 22,819 | - | 22,819 |
Cost of goods sold | 39 | 83,056 | - | 83,095 |
EBITDA | (100) | (148,121) | (124) | (148,345) |
EBITDA, pre-fair value adjustment | (100) | (152,178) | (124) | (152,402) |
EBITDA, adjusted* | (100) | (79,178) | (124) | (79,402) |
Pre-tax loss | (144) | (173,385) | 6,208 | (167,321) |
Total assets | 1,811 | 252,469 | 19,393 | 273,673 |
Total liabilities | 1,926 | 152,690 | (83,775) | 70,841 |
Depreciation and amortization | 20 | 14,406 | (8) | 14,418 |
Interest income | 7 | 1,088 | 3,080 | 4,175 |
Interest expense | 31 | 11,946 | (3,244) | 8,733 |
Impairment of non-current assets | - | 73,000 | - | 73,000 |
Insurance proceeds | - | - | - | - |
Capital expenditures | - | 8,782 | - | 8,782 |
Cash flows from operating activities | (153) | (87,184) | (28) | (87,365) |
Cash flows from investing activities | 4 | (8,103) | 727 | (7,372) |
Cash flows from financing activities | 378 | 93,892 | 8,589 | 102,859 |
* EBITDA adjusted for fair value adjustment on biological assets and impairment of non-current assets
For the years ended 31 December 2025 and 2024, significantly all the Group\u2019s revenue consisted of the sale of salmon, and the Group\u2019s disaggregation of revenue with customers consisted of the following:
(USD 1,000) | 2025 | 2024 |
Revenue from external customers in: | ||
United States | 42,806 | 20,466 |
Canada | 484 | 2,353 |
Total revenue from external customers | 43,290 | 22,819 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31 December 2025 and 2024, the Group\u2019s concentration of revenue consisted of the following:
(USD 1,000) | 2025 | 2024 |
Sales per customer: | ||
Customer A | 14,626 | 6,514 |
Customer B | 8,145 | 2,608 |
Customer C | 4,797 | 2,362 |
Customer D | 4,206 | 1,639 |
Customer E | 1,816 | 1,513 |
Other customers | 9,700 | 8,183 |
Total revenue from external customers | 43,290 | 22,819 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4
Other Operating Expenses and Income
Selling, General, and Administrative Costs
For the years ended 31 December 2025 and 2024, the Group\u2019s selling, general, and administrative (\u201cSG&A\u201d) costs consisted of the following:
(USD 1,000) | NOTE | 2025 | 2024 |
General and administrative costs | 4,860 | 6,426 | |
Professional fees | 7 | 2,939 | 2,567 |
Sales and marketing | 677 | 1,167 | |
Leases | 8 | 170 | 112 |
Maintenance and supplies | (155) | 1,679 | |
Total selling, general, and administrative costs | 8,491 | 11,951 |
For the year ended 31 December 2024, the Group wrote down spare parts inventory of USD 0.4m and is reflected as part of maintenance and supplies within SG&A. No Adjustment was made in 2025.
The Group incurred property taxes of USD 1.7m (USD 1.3m through ASUS and USD 0.4m through ASSF) for the year ended 31 December 2025 and USD 1.2m (USD 0.8m through ASUS and USD 0.4m through ASSF) for the year ended 31 December 2024. The amounts are included as part of general and administrative costs within the Group\u2019s SG&A costs.
Other Income, Net
For the years ended 31 December 2025 and 2024, the Group\u2019s other income, net consisted of the following:
(USD 1,000) | 2025 | 2024 |
Other income and gain | 48 | 251 |
Income from land lease | - | 36 |
Other expense and loss | (37) | (228) |
Disposal of non-current assets | (190) | - |
Total other income, net | (179) | 59 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7
Auditor\u2019s Fees
For the years ended 31 December 2025 and 2024, remuneration to the Group\u2019s auditors, excluding VAT, consisted of the following:
(USD 1,000) | 2025 | 2024 |
Statutory auditing services | 816 | 762 |
Tax advisory services | - | - |
Other services | 71 | 74 |
Total auditor's fees | 887 | 836 |
Total amounts towards auditor\u2019s fees are included as part of professional fees in SG&A costs (see Note 4 \u2013 Other Operating Expenses and Income).
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4
Other Operating Expenses and Income
Selling, General, and Administrative Costs
For the years ended 31 December 2025 and 2024, the Group\u2019s selling, general, and administrative (\u201cSG&A\u201d) costs consisted of the following:
(USD 1,000) | NOTE | 2025 | 2024 |
General and administrative costs | 4,860 | 6,426 | |
Professional fees | 7 | 2,939 | 2,567 |
Sales and marketing | 677 | 1,167 | |
Leases | 8 | 170 | 112 |
Maintenance and supplies | (155) | 1,679 | |
Total selling, general, and administrative costs | 8,491 | 11,951 |
For the year ended 31 December 2024, the Group wrote down spare parts inventory of USD 0.4m and is reflected as part of maintenance and supplies within SG&A. No Adjustment was made in 2025.
The Group incurred property taxes of USD 1.7m (USD 1.3m through ASUS and USD 0.4m through ASSF) for the year ended 31 December 2025 and USD 1.2m (USD 0.8m through ASUS and USD 0.4m through ASSF) for the year ended 31 December 2024. The amounts are included as part of general and administrative costs within the Group\u2019s SG&A costs.
NOTE 7
Auditor\u2019s Fees
For the years ended 31 December 2025 and 2024, remuneration to the Group\u2019s auditors, excluding VAT, consisted of the following:
(USD 1,000) | 2025 | 2024 |
Statutory auditing services | 816 | 762 |
Tax advisory services | - | - |
Other services | 71 | 74 |
Total auditor's fees | 887 | 836 |
Total amounts towards auditor\u2019s fees are included as part of professional fees in SG&A costs (see Note 4 \u2013 Other Operating Expenses and Income).
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Other Income, Net
For the years ended 31 December 2025 and 2024, the Group\u2019s other income, net consisted of the following:
(USD 1,000) | 2025 | 2024 |
Other income and gain | 48 | 251 |
Income from land lease | - | 36 |
Other expense and loss | (37) | (228) |
Disposal of non-current assets | (190) | - |
Total other income, net | (179) | 59 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5
Biological Assets
Fair Value Measurement of Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. Biomass comprises of salmon roe and live fish in tanks from fry to adult grow-out. The historical cost of biological assets (\u201cproduction costs\u201d) includes all costs required to raise salmon from roe to harvest. Direct production costs, which include salmon roe and other raw materials such as feed, are allocated fully to production costs. Indirect production costs, which consist of salary and personnel costs, depreciation, and other overhead costs, are allocated based on a ratio of actual vs hypothetical feed capacity per fish system that approximates normal capacity under IAS 2. Portions of indirect production costs attributed to underutilized Bluehouse tank capacity are recognized as period cost under cost of goods sold in the accompanying consolidated statements of operations. Fish in the saltwater ongrowing systems (from approximately 1kg average weight) are considered to be harvestable.
Non-Harvestable Fish (Measured at Cost)
Fish held in tanks prior to being stocked in the ongrowing tanks, including salmon roe, are considered non-harvestable due to their little biological conversion and are therefore measured at historical cost (IAS 41.24). Fish measured at cost are routinely assessed for impairment losses whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Harvestable Fish (Measured at Fair Value Less Cost to Sell)
Fish held in ongrowing tanks are considered harvestable and is therefore calculated based on an implied estimated fair value of the fish in a hypothetical market using a future cash flow model that calculates the net present value of the estimated revenue cash flows from harvested biomass based on the available biomass as of the reporting period date as a starting point, less estimated remaining costs to sell until the fish is harvested from a specific batch.
The difference between the fair value and the remaining cost to sell is recognized under fair value adjustments in the accompanying consolidated statements of operations to adjust the biomass value on the balance sheet accordingly. As the key assumptions above towards biomass input are not derived from observable markets, biomass valuation is categorized at Level 3 in the fair value hierarchy under IFRS 13. As of 31 December 2025, all biological assets in ongrowing tanks were classified as Level 3 and there were no transfers to or from Level 1 or Level 2 during the year.
Incident-Based Mortality
Incident-based mortality is recognized when a Bluehouse system experiences elevated or substantial mortality due to an incident out of expected normal capacity. In such cases, mortality expense is included as part of cost of goods sold in the accompanying consolidated statements of operations, and the fair value associated with the affected biomass is then adjusted under fair value adjustments in the accompanying consolidated statements of operations.
As of 31 December 2025 and 2024, the Group\u2019s biological assets consisted of the following:
(USD 1,000) | 2025 | 2024 |
Cost of biological assets | 35,872 | 34,828 |
Fair value adjustments | (9,846) | (17,837) |
Total biological assets | 26,026 | 16,991 |
Cost of biological assets (harvestable fish) | 32,760 | 30,474 |
Fair value adjustments | (9,847) | (17,837) |
Total biological assets of harvestable fish | 22,913 | 12,637 |
Cost of biological assets (non-harvestable fish) | 3,113 | 4,354 |
Total biological assets | 26,026 | 16,991 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
The following represents a reconciliation of changes in the carrying amount of the Group\u2019s consolidated biological assets for the years ended 31 December 2025 and 2024:
(USD 1,000) | 2025 | 2024 |
Biological assets at beginning of year | 16,991 | 16,218 |
Net changes in fair value less costs to sell | 7,991 | 4,057 |
Increases due to production costs and purchases | 78,057 | 74,168 |
Net changes in production depreciation | 538 | (212) |
Decreases due to harvest | (65,401) | (60,346) |
Decreases due to mortality | (65) | (923) |
Decreases due to underutilized plant capacity | (12,085) | (15,971) |
Biological assets at end of year | 26,026 | 16,991 |
As of 31 December 2025 and 2024, the Group\u2019s physical volumes of biological assets consisted of the following:
(USD 1,000) | 2025 | 2024 |
Live weight of biomass (in tons RLW) | ||
Non-harvestable fish | 84 | 102 |
Harvestable fish | 3,353 | 3,081 |
Total live weight of biomass (in tons RLW) | 3,437 | 3,183 |
Number of fish (in thousands) | ||
Non-harvestable fish | 2,856 | 2,452 |
Harvestable fish | 1,811 | 1,701 |
Total number of fish (in thousands) | 4,667 | 4,153 |
Sensitivity Analysis
Although the Group has acquired expertise in assessing various factors regarding biomass, the estimate of unrealized fair value adjustment under IFRS 13 is based on several uncertain assumptions, and the realized profit ultimately achieved upon the sale of inventory may differ from the calculations of fair value accordingly.
The Group utilizes several key assumptions to estimate the fair value of biological assets:
\u2022\tPrice: The key element in approximating fair value is the assumed market price expected to be achieved on the future date in which the fish is to be harvested. Our estimated market price is based on a variety of sources including, but not limited to, the Group\u2019s historical sales prices achieved and quoted forward market prices as per the Euronext - European Salmon Futures to improve reliability and comparability of the price estimation. Monthly price achievement for fish used towards the fair value calculation ranged from USD 8 to 10 per kg HOG.
\u2022\tRemaining costs to sell: Estimated revenues are reduced by remaining costs to sell (production costs, processing costs, and freight costs) to determine the Group\u2019s gross margin. Variable costs are primarily driven by feed, oxygen and chemicals. The monthly average variable cost used towards the fair value calculation is approximately USD 4 to 6 per kg HOG.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
\u2022\tHarvest volume
\u2022\tBiological performance:Our estimated market price and remaining cost to sell are based on an overall understanding of the quality of the batch being harvested. Changes in biology, anticipated quality and size, or overall biomass volume may affect the market price and remaining costs to sell. Harvest volume of 5,200t HOG taken into consideration for FMV based on fish that were in ongrowing tanks, with a live fish weight of approximately 4 kg to be the optimal harvest weight.
\u2022\tMortality:Normal culling and mortality rates are used to estimate the expected volume of biomass that will reach optimal harvest weight. Culling is discretionary while normal annual mortality in our ongrowing systems is expected to be approximately 2% to 4%.
\u2022\tDiscount rate: The discount rate used towards the Group\u2019s net present value calculation is based on the Group\u2019s weighted average cost of capital.
As of 31 December 2025 and 2024, the estimated effect on the book value of biological assets was as follows:
(USD 1,000) | Effect on estimated fair value | ||
Increase | 2025 | 2024 | |
Change in estimated price | 2% | 3,682 | 1,074 |
Change in estimated remaining costs to sell | 2% | (185) | 776 |
Change in estimated harvest volume | 2% | 242 | 972 |
Change in estimated discount rate | 2% | 3,054 | (277) |
Incident-Based Mortality
During the year ended 31 December 2025, ASUS experienced significantly lower mortality levels compared to prior years. In prior years, ASUS experienced elevated mortality levels in the periods where water quality conditions were suboptimal as described in the Board of Directors\u2019 report, but no single incident-based mortality occurred.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Biological Assets
Fair Value Measurement of Biological Assets
Under the provisions of IAS 41, Agriculture, and IFRS 13, Fair Value Measurement, biological assets (\u201cbiomass\u201d) are measured at fair value less cost to sell, unless fair value is not readily measured. Biomass comprises of salmon roe and live fish in tanks from fry to adult grow-out. The historical cost of biological assets (\u201cproduction costs\u201d) includes all costs required to raise salmon from roe to harvest. Direct production costs, which include salmon roe and other raw materials such as feed, are allocated fully to production costs. Indirect production costs, which consist of salary and personnel costs, depreciation, and other overhead costs, are allocated based on a ratio of actual vs hypothetical feed capacity per fish system that approximates normal capacity under IAS 2. Portions of indirect production costs attributed to underutilized Bluehouse tank capacity are recognized as period cost under cost of goods sold in the accompanying consolidated statements of operations. Fish in the saltwater ongrowing systems (from approximately 1kg average weight) are considered to be harvestable.
Non-Harvestable Fish (Measured at Cost)
Fish held in tanks prior to being stocked in the ongrowing tanks, including salmon roe, are considered non-harvestable due to their little biological conversion and are therefore measured at historical cost (IAS 41.24). Fish measured at cost are routinely assessed for impairment losses whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
Harvestable Fish (Measured at Fair Value Less Cost to Sell)
Fish held in ongrowing tanks are considered harvestable and is therefore calculated based on an implied estimated fair value of the fish in a hypothetical market using a future cash flow model that calculates the net present value of the estimated revenue cash flows from harvested biomass based on the available biomass as of the reporting period date as a starting point, less estimated remaining costs to sell until the fish is harvested from a specific batch.
The difference between the fair value and the remaining cost to sell is recognized under fair value adjustments in the accompanying consolidated statements of operations to adjust the biomass value on the balance sheet accordingly. As the key assumptions above towards biomass input are not derived from observable markets, biomass valuation is categorized at Level 3 in the fair value hierarchy under IFRS 13. As of 31 December 2025, all biological assets in ongrowing tanks were classified as Level 3 and there were no transfers to or from Level 1 or Level 2 during the year.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__57": { "value": "During the ordinary course of business, the Group capitalizes portions of total salary and personnel costs towards biological assets and assets under construction.
For the years ended 31 December 2025 and 2024, the Group\u2019s salary and personnel costs consisted of the following:
(USD 1,000) | 31 Dec 2025 | 31 Dec 2024 |
Salaries, including holiday pay and bonuses | 20,077 | 19,692 |
Payroll taxes | 1,490 | 1,346 |
Pension costs | 466 | 433 |
Share-based compensation benefits | 2,014 | 145 |
Temporary labor | 435 | 748 |
Other payroll costs and benefits | 164 | 218 |
Total salary and personnel costs | 24,646 | 22,582 |
Less: production labor capitalized towards biological assets | (13,041) | (13,093) |
Less: construction labor capitalized towards assets under construction | (635) | (272) |
Less: processing labor recognized towards cost of goods sold | (2,742) | (1,983) |
Total administrative salary and personnel costs | 8,228 | 7,234 |
For the years ended 31 December 2025 and 2024, the Group employed 201 and 237 full-time employees, respectively.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "f0__s7__6__58": { "value": "For the years ended 31 December 2025 and 2024, the Group\u2019s remuneration to executive management consisted of the following:
Executive management (USD 1,000) | Salary | Bonus | Pension contribution | Other benefits | Total | Share-based compensation |
Year ended 31 December 2025 | ||||||
Pedro Courard, CEO | 528 | - | 14 | - | 542 | - |
Rest of management team * | 1,382 | - | 39 | 112 | 1,533 | - |
Total remuneration to executive management | 1,910 | - | 53 | 112 | 2,075 | - |
Year ended 31 December 2024 | ||||||
Pedro Courard, CEO | 202 | 62 | 6 | - | 270 | 262 |
Johan E. Andreassen, CEO and Managing Director of ASA | 356 | 250 | 14 | 505 | 1,125 | - |
Rest of management team ** | 1,593 | 225 | 49 | 384 | 2,251 | 285 |
Total remuneration to executive management | 2,151 | 537 | 69 | 889 | 3,646 | 547 |
* Management team in 2025 consisted of CEO Pedro Courard, Deputy CEO and CFO Gunnar Aasbo-Skinderhaug, CTO Mario Palma (until June 2025), COO Peter DeQuattro (from August 2025), Chief Manufacturing Officer Gonzalo Acevedo, Director of HR Valerie Leath and CSMO Damien Claire.
Total remuneration and severance to executive management are included as part of total salary and personnel costs in the accompanying consolidated statements of operations.
Board of Directors\u2019 Statement on Remuneration of Executive Management
The Group\u2019s Board of Directors determines the principles applicable to the Group\u2019s policy for compensation of executive management and, as a separate document from this Annual Report, presented its statement on such principles for the 2025 financial year during the Group\u2019s Annual General Meeting (\u201cAGM\u201d) in accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act.
Pursuant to Section 5-6 (3) of the Norwegian Public Limited Companies Act, the Group\u2019s AGM held a consultative vote over this statement. However, the guidelines related to share-based incentive schemes (see \u201cLong-Term Incentive Program\u201d below) was voted on and binding for the Group\u2019s Board of Directors (cf. Section 5-6 (3) of the Norwegian Public Limited Companies Act).
The following principles guide the determination of compensation and other incentive awards regarding the remuneration of the Group\u2019s executive management. The Group\u2019s remuneration policy seeks to promote growth, reward performance, and motivate executive management to maximize the creation of sustainable, long-term shareholder value.
Guidelines for Executive Management Compensation
Atlantic Sapphire\u2019s long-term goal is to transform the salmon farming industry and become a global leader in sustainable, high-quality protein production through innovation and the responsible implementation of land-based aquaculture technology. Executive management plays a critical role in achieving this goal.
The principles supporting the Group\u2019s remuneration policy are as follows:
\u2022\tOffer executive compensation that is competitive, both on industry and national (US) levels, to attract and retain top managerial talent.
\u2022\tEmphasize a collaborative culture and a lean organizational structure.
\u2022\tProvide incentives that foster the creation of sustainable, long term shareholder value.
\u2022\tEnsure that the Group\u2019s executive management is aligned with key organizational goals.
Fixed Compensation
Fixed compensation comes in the form of base salaries paid to executive management and are intended to attract and retain talented individuals. It is set to reflect market standards, each executive\u2019s respective roles and responsibilities within the Group, as well as such person\u2019s experience as it relates to his or her position. Over time, Atlantic Sapphire expects the base salaries of executive management to be at or around the market median for comparable positions in the industry and in the US.
The Group may pay above or below the market median for certain individuals for a variety of reasons, including, but not limited to, knowledge and skill, scarcity of qualified candidates, individual capabilities and contributions, time in the industry and organization, importance of the role to the Group overall and potential for future growth.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Long-Term Incentive Program
The key objectives of Atlantic Sapphire\u2019s long-term incentive (\u201cLTI\u201d) program are to align the interests of executive management, employees and shareholders and provide the Group\u2019s employees an opportunity to share in the value creation and long-term development of the Group. See Note 18 \u2013 Share Option Program for further details.
Individual LTI grants will be determined based on the Group\u2019s performance, comparable market practices and performance. At this time, the LTI grants provided by the Group include the following: 1) Share options granted at a strike price of 0-50% above the five-day trading average as of the date of grant. All share options referenced above and granted under the LTI program are subject to a three-year vesting period and certain other requirements.
Retirement Benefits
The Group has a 401(k) plan, which is open to all employees after the first three months of employment. The Group will make a matching contribution on each employee\u2019s behalf equal to (1) 100% of such employee\u2019s contribution up to 3% of such employee\u2019s base salary, plus (2) 50% of the amount of such employee\u2019s contribution that exceeds 3% of base salary, up to 5% of the employee\u2019s base salary, for the calendar year. The 401(k) plan has no vesting requirements.
Severance Pay
The Group has individual employment agreements with executive management, which also provide for certain terms and conditions with respect to notice periods and severance pay should the Group terminate or request the resignation of the executive.
Benefits in Kind
In addition to fixed and variable compensation, members of executive management are provided with other benefits, such as a mobile phone, laptop, and transportation reimbursement. Executive management also receive health, vision, and dental insurance, as well as short-term and long-term disability and life insurance. Other than health insurance, the total value of these benefits are de minimis and account only for a limited portion of each executive\u2019s total remuneration package.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7
Auditor\u2019s Fees
For the years ended 31 December 2025 and 2024, remuneration to the Group\u2019s auditors, excluding VAT, consisted of the following:
(USD 1,000) | 2025 | 2024 |
Statutory auditing services | 816 | 762 |
Tax advisory services | - | - |
Other services | 71 | 74 |
Total auditor's fees | 887 | 836 |
Total amounts towards auditor\u2019s fees are included as part of professional fees in SG&A costs (see Note 4 \u2013 Other Operating Expenses and Income).
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8
Leases
The Group leases certain land, offices, vehicles, and equipment under various lease agreements with lessors under IFRS 16, Leases, in which the Group establishes a right of use asset and lease liability for material leases. The Group\u2019s leases do not contain variable lease payment terms.
For the years ended 31 December 2025 and 2024, total rent expense recognized under the short-term exemption under IFRS 16 consisted of USD 0.2m and USD 0.1m, respectively, and is included as part of leases in SG&A costs (see Note 4 \u2013 Other Operating Expenses and Income).
For the years ended 31 December 2025 and 2024, the reconciliation of the Group\u2019s right of use asset and liability consisted of the following:
Year ended 31 December 2025 (USD 1,000) | Right of use asset | Lease liability |
Carrying amount, opening balance | 1,501 | 1,741 |
New contracts | 1,976 | 1,878 |
Amortization | (501) | - |
Lease payments | - | (845) |
Currency effects | 32 | 404 |
Carrying amount, closing balance | 3,008 | 3,178 |
Year ended 31 December 2024 (USD 1,000) | Right of use asset | Lease liability |
Carrying amount, opening balance | 1,971 | 2,180 |
New contracts | 43 | - |
Amortization | (496) | - |
Lease payments | - | (413) |
Termination of agreements | - | - |
Currency effects | (17) | (26) |
Carrying amount, closing balance | 1,501 | 1,741 |
For the years ended 31 December 2025 and 2024, amortization of the Group\u2019s right of use assets was USD 0.5m and USD 0.5m, respectively, and is included as part of depreciation and amortization in the accompanying consolidated statements of operations. For the years ended 31 December 2025 and 2024, lease liability interest expense was USD 0.1m and USD 0.2m, respectively, and is included as part of finance expense in the accompanying consolidated statements of operations.
Land Lease
The Denmark Bluehouse was built upon land that is currently leased under an agreement with a third party. The current lease commenced on 1 April 2018 and expires on 31 October 2037.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Equipment Leases
During the ordinary course of business, the Group leases certain equipment under lease agreements with third parties to facilitate operations.
In 2022, ASUS entered into lease agreements of processing equipment in Miami, Florida under Meridian Leasing. Subject to the provisions of the lease agreements, two separate components were identified: a fileting line and a packing line with total minimum lease contract payments of approximately USD 2.5m and USD 0.3m, respectively. In accordance with IFRS 16, ASUS recognized the present value of the allocated minimum lease payments towards the filleting line and packing line components as a right of use asset and the related lease liability in June and December 2022, respectively. The fileting line and packing line lease terms commenced on 1 July 2022 and 1 January 2023, respectively, and both respective components are payable in 60 monthly installments based on an annual interest rate of Prime Lending Rate plus 4.5%.
In 2025, ASUS replaced the processing equipment lease in Miami with a revised lease agreement with Meridian Leasing, with a new Baader filet line included in the lease agreement. The total minimum lease contract payments is approximately USD 3.6m and respective components are payable in 84 monthly installments based on an annual interest rate of 8.99%.
In January 2021, ASUS experienced a breakdown in its internal chiller plant causing temporary temperature instability. As a result, ASUS incurred costs including USD 7.6m and USD 6.4m on temporary equipment rentals for the years ended 31.
December 2025 and 2024, respectively. The Group subsequently incurred approximately USD 4.9m and USD 4.9m in temporary chiller leases as of the date of this report. The Group plans to replace the temporary leased chillers with a permanently owned chiller facility from Phase 2 construction, in which the total chiller capacity will be sufficient to serve both Phase 1 and Phase 2 operations.
Future Lease Payments
As of 31 December 2025 and 2024, the Group\u2019s future lease payments under non-cancellable leases consisted of the following:
(USD 1,000) | Land | Vehicles | Equipment | Total |
As of 31 December 2025 | ||||
Less than one year | 36 | 26 | 519 | 581 |
Between one and five years | 266 | 45 | 2,078 | 2,389 |
More than five years | 427 | - | 1,033 | 1,460 |
Total future lease payments | 729 | 71 | 3,630 | 4,430 |
As of 31 December 2024 | ||||
Less than one year | 32 | 10 | 572 | 614 |
Between one and five years | 222 | 36 | 889 | 1,147 |
More than five years | 428 | - | - | 428 |
Total future lease payments | 682 | 46 | 1,461 | 2,189 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9
Property, Plant, and Equipment
As of 31 December 2025 and 2024, the Group\u2019s property, plant, and equipment, net consisted of the following:
(USD 1,000) | Land | Buildings | Production, plant, and machinery | Equipment and other movables | Software | Assets under construction | Total |
As of 1 January 2025 | |||||||
Cost | 8,714 | 157,514 | 111,056 | 3,630 | 765 | 129,250 | 410,929 |
Less: accumulated depreciation, amortization, and impairment | - | (83,198) | (89,841) | (3,338) | (765) | (36,129) | (213,271) |
Opening net book amount | 8,714 | 74,316 | 21,215 | 292 | - | 93,121 | 197,658 |
Year ended 31 December 2025 | |||||||
Opening net book amount | 8,714 | 74,316 | 21,215 | 292 | - | 93,121 | 197,658 |
Additions | - | - | - | 4 | - | 5,023 | 5,027 |
Reclassifications | - | - | - | - | - | - | - |
Disposals | - | - | - | - | - | - | - |
Depreciation and amortization charge | - | (4,658) | (8,498) | (511) | - | - | (13,662) |
Impairment loss | - | (45,589) | (12,704) | - | - | (57,007) | (115,300) |
Net exchange rate differences | - | 22 | 2 | - | - | - | 24 |
Closing net book amount | 8,714 | 24,091 | 15 | (215) | - | 41,137 | 73,747 |
As of 31 December 2025 | |||||||
Cost | 8,714 | 157,536 | 111,058 | 3,634 | 765 | 134,273 | 415,980 |
Less: accumulated depreciation, amortization, and impairment | - | (133,445) | (111,043) | (3,849) | (765) | (93,136) | (342,238) |
Closing net book amount | 8,714 | 24,091 | 15 | (215) | - | 41,137 | 73,742 |
Economic life | (Perpetuity) | 15-50 years | 10-15 years | 3-7 years | 3 Years | (Not in service) | |
Depreciation plan | (Perpetuity) | 20 Years | 15 Years | 5 Years | 3 Years | (Not in service) |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
(USD 1,000) | Land | Buildings | Production, plant, and machinery | Equipment and other movables | Software | Assets under construction | Total |
As of 1 January 2024 | |||||||
Cost | 8,714 | 157,524 | 111,057 | 3,643 | 765 | 120,455 | 402,158 |
Less: accumulated depreciation, amortization, and impairment | - | (49,207) | (63,517) | (2,162) | (729) | (10,945) | (126,560) |
Opening net book amount | 8,714 | 108,317 | 47,540 | 1,481 | 36 | 109,510 | 275,598 |
Year ended 31 December 2024 | |||||||
Opening net book amount | 8,714 | 108,317 | 47,540 | 1,481 | 36 | 109,510 | 275,598 |
Additions | - | - | - | (13) | - | 8,795 | 8,782 |
Reclassifications | - | - | - | - | - | - | - |
Disposals | - | - | - | - | - | - | - |
Depreciation and amortization charge | - | (4,658) | (8,498) | (519) | (36) | - | (13,711) |
Impairment loss | - | (29,333) | (17,826) | (657) | - | (25,184) | (73,000) |
Net exchange rate differences | - | (10) | (1) | - | - | - | (11) |
Closing net book amount | 8,714 | 74,316 | 21,215 | 292 | - | 93,121 | 197,658 |
As of 31 December 2024 | |||||||
Cost | 8,714 | 157,514 | 111,056 | 3,630 | 765 | 129,250 | 410,929 |
Less: accumulated depreciation, amortization, and impairment | - | (83,198) | (89,841) | (3,338) | (765) | (36,129) | (213,271) |
Closing net book amount | 8,714 | 74,316 | 21,215 | 292 | - | 93,121 | 197,658 |
Economic life | (Perpetuity) | 15-50 years | 10-15 years | 3-7 years | 3 Years | (Not in service) | |
Depreciation plan | (Perpetuity) | 20 Years | 15 Years | 5 Years | 3 Years | (Not in service) |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Depreciation and Amortization Expense
For the years ended 31 December 2025 and 2024, the Group\u2019s depreciation and amortization consisted of the following:
(USD 1,000) | 2025 | 2024 |
Fixed asset depreciation and amortization | 13,662 | 13,711 |
Right of use depreciation | 501 | 495 |
Changes in biomass | (538) | 212 |
Total depreciation and amortization | 13,625 | 14,418 |
Gross depreciation attributed to the US Phase 1 Bluehouse is capitalized to biological assets during production and subsequently expensed as period cost upon the harvest of live fish out of the Bluehouse. As such, the total depreciation and amortization expense presented on the Group\u2019s accompanying consolidated statements of operations includes the net effect of biomass depreciation from production and harvest.
Debt Secured by Borrowings
Substantially all the Group\u2019s property, plant, and equipment are secured by its borrowings (see Note 19 \u2013 Borrowings).
Contractual Commitments
The Group has built, or is in the process of building, Bluehouse facilities in Homestead, Florida, US. As of 31 December 2025 and 2024, significant capital expenditures contracted for at the end of the reporting periods, but not recognized as liabilities, were related to US Phase 2 construction based on signed bid packages and certain Phase 1 enhancement projects. Such amounts are based on projected billings on work completed based on the speed of construction determined solely at the Group\u2019s discretion. As of 31 December 2025, the Group has not committed to any new significant future contractual scope.
Impairment of Non-Current Assets
Atlantic Sapphire USA LLC
For the years ended 31 December 2025 and 2024, certain indicators existed that led us to test for impairment under IAS 36. Such factors included market value declines in ASA\u2019s share price, accumulated losses from prior years, higher-than-normal mortality levels and production challenges, and external market factors that caused inflationary pressure and increased market interest rates.
For purposes of the impairment assessment, we viewed both Phase 1 and Phase 2 of the Miami Bluehouse as one single cash generating unit (\u201cCGU\u201d) for ASUS. Phase 2 expansion comprises ongrowing saltwater farm capacity to Phase 1 and is reliant on the existing freshwater systems to bring biomass from egg to smolt. Therefore, Phase 2\u2019s ability to increase overall farm capacity with ongrowing saltwater systems cannot exist without the existence of Phase 1. The recoverable amount of the CGU is based on value in use.
The Group has already performed work related to Phase 2 construction and is included as part of assets under construction within the carrying value of property, plant, and equipment. As the Group has already incurred cash outflows related to Phase 2 construction, both the remaining capital expenditure and future cash inflows from increased production capacity are included in the cash flow forecast used for value in use. Further information is given below.
The impairment assessment consisted of a discounted cash flow analysis based on forecasts for the next 5 years, followed by a period of 45 years with extrapolated cash flows (the \u201cExtrapolation Period\u201d), which aligns with the estimated remaining useful life of the Group\u2019s infrastructure assets.
The Group believes it has made reasonable judgments and estimates with respect to the underlying key assumptions below:
\u2022\tDiscount rate and long-term growth.
\u2022\tProduction and harvest assumptions.
\u2022\tEBITDA / margins.
\u2022\tCapital expenditure assumptions.
\u2022\tWeighted scenario analyses that contemplated sensitivity on the key inputs indicated above.
The underlying key assumptions are subject to various risks and uncertainties. Should there be a change in such assumptions or performance, which directly influence our discounted cash flow projections and scenarios, such change may result in a need to adjust or reverse the impairment allowance in future periods.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Discount Rate and Long-Term Growth
To discount cash flows towards our discounted cash flow analysis, we used an internal weighted average cost of capital (\u201cWACC\u201d) calculation of 9.4%. The WACC is estimated based on a market approach and management applied an extra risk factor of 1% point on top of our baseline WACC given our limited operational history and as a new part of the salmon farming industry, and use of a weighted scenario approach. The annual growth rate in the Extrapolation Period is assumed to be 2% based on expected inflation.
Production and Harvest Assumptions
Baseline Phase 1 production and harvest assumptions were based on those used towards the 2025 budget and subsequent modifications to the revised forecast. Our biological growth assumptions are based on empirical data obtained from the conventional industry and supported by growth seen under similar conditions in other land-based facilities. Although we believe that it is possible to achieve higher growth rates upon proven state, we also acknowledge that we have historically faced operational challenges that have affected our ability to maintain stable water quality at times. Therefore, at times, we may adjust the expected growth and resulting harvest at the individual batch level in the facility to provide a more accurate view specific to the respective batch.
Under Phase 1 proven state production, the Phase 2 production ramp-up is modeled to start approximately nine months prior to the commissioning of Phase 2 saltwater systems. The commissioning of Phase 2 increases production flexibility, allowing for an increase in harvest weights which temporarily results in lower harvest volumes to reach a fully stocked farm. This will result in accumulation of balance sheet cost of production and operational losses until total combined Phase 1 and 2 proven state standing biomass is achieved and full Phase 2 harvest can commence.
Phase 1 Bluehouse design capacity is 8.5k kg HOG annual production, and Phase 2 Bluehouse design capacity provides an additional 16k kg HOG annual production. Therefore, combined design annual production capacity upon proven state Phase 1 and 2 is approximately 25k kg HOG. For purposes of our impairment test, we considered annual production volumes of 7.5k kg HOG for Phase 1, 14k kg HOG for Phase 2, and therefore 21.5k kg HOG combined for Phases 1 and 2 with an approximate combined 86% utilization against design capacity.
EBITDA / Margins
\u2022\tThe budgeted EBITDA margin is expected to ramp up to 39% when production is ramped up to an annual production of 21.5k kg HOG through significant economies of scale and then remain on that level through the Extrapolation Period.
\u2022\tRevenue / kg (HOG) is expected to increase once average harvest sizes and product quality have reached targeted levels, corresponding to an EBITDA / kg (HOG) of USD 4.67.
\u2022\tCost of production: Variable costs are expected to directly correlate with the level of production and standing biomass levels. Of note, average feed costs are expected to be steady at approximately USD 2.2/kg. Overhead costs are expected to increase in correlation to the available volume of commissioned systems used in production.
\u2022\tSelling, general, and administrative costs: General administrative costs are expected to slightly increase over time while selling costs are expected to increase in line with the increase in harvest and revenue volumes.
Capital Expenditure Assumptions
In 2023, the Group decided to pause Phase 2 construction while focusing on delivering the Phase 1 business first. As of 31 December 2025, approximately 1/4 of Phase 2 construction had been completed. The Group assumes to be ready to resume construction with a final budget and design towards the end of 2027, but the decision to move ahead remains solely at the Company\u2019s discretion and subject to having the necessary financing in place, which the company currently views to be less probable. As the Group has not achieved a proven EBITDA positive operation, and there is material uncertainty of the CAPEX level for Phase 2 expansion, the Group considers it to be difficult to raise capital for phase 2 expansion in current capital markets. However, potential improved operational performance of Phase 1 and improved CAPEX estimates for Phase 2 expansion can affect the availability of capital, and thus the probability to raise capital for Phase 2 expansion, in coming periods. Our baseline scenario below assumes the completion and commissioning of Phase 2 construction within the next few years for modeling purposes, but with the uncertainty of financing the baseline scenario has 30% weight while the Phase 1 scenario, which currently is the most probable scenario, has 55% weight.
Weighted Scenario Assessment
Given the impairment indicators above, notably the current market cap lower than the balance value of the Group\u2019s net assets, management utilized weighted scenarios towards its value in use test on the CGU based on the discounted cash flow analysis to quantitatively demonstrate risk directly as follows:
\u2022\tScenario A \u2013 Baseline (30% weight): The baseline scenario represents the Company\u2019s best assessment of the business plan today, and it is understood that the achievement of economies of scale is driven by the completion of Phase 2 construction and beyond, however the scenario is dependent on the availability of financing to fund the expansion. Although this is regarded as the second most likely scenario and would not have resulted in an estimated impairment as a standalone, higher weights were assigned to the unfavorable scenarios below given our historical operational challenges, the current availability for funding the baseline scenario in the capital markets.
\u2022\tScenario B \u2013 Phase 1 only (55% weight): Based on the challenges of securing funding for the baseline scenario above, the Company\u2019s clear prioritization is to improve Phase 1 on a standalone basis. Future changes to funding availability for expansion into Phase 2 may change the future weight of Scenario B.
\u2022\tScenario C \u2013 EBITDA +15% (5% weight): The Company assigned a lower weight to a scenario in which EBITDA was 15% above our baseline scenario given past performance.
\u2022\tScenario D \u2013 EBITDA -15% (10% weight): Given previous past performance and taking a more conservative approach to the baseline Scenario A, the Company has assigned more weight into Scenario D which has 15% lower EBITDA than the Baseline scenario.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Sensitivity Analysis
An EBITDA sensitivity of +/- 15% was incorporated in reference to scenarios C and D above towards the calculated NPV for the scenarios presented.
An additional WACC sensitivity of +/- 0.5% would affect the above weighted scenarios as follows:
Input description (USD 1,000) | Sensitivity | Overall increase (decrease) effect on weighted NPV |
WACC sensitivity | +0.5% | (16) |
WACC sensitivity | -0.5% | 15 |
Based on our procedures and given the impairment indicators above, notably the current market capitalization of the Group being lower than the balance value of the Group\u2019s net assets, the Group estimated the recoverable amount of the CGU to be lower than the carrying amount of the CGU as of 31 December 2025 as follows:
(USD 1,000) | NPV | Weight % | Weighted NPV |
Scenario A: Baseline | 319 | 30% | 96 |
Scenario B: Phase 1 only | (80) | 55% | (44) |
Scenario C: EBITDA (+15%) | 433 | 5% | 22 |
Scenario D: EBITDA (-15%) | 224 | 10% | 22 |
Weighted NPV of cash flows | 100% | 96 | |
Carrying amount of the CGU | 211 | ||
Current period impairment charge | (115) |
In the valuation the weighting of \u201cPhase 1 only\u201d scenario has increased significantly compared to 2024. Current capital market conditions and limited available funding for the Company\u2019s expansion plans make it more likely than not that financing for Phase 2 will not be secured. The Company\u2019s historical operational performance and lack of profitability compared to expectations, combined with the unproven EBITDA potential of Phase 1, negatively impact the availability of capital for Phase 2 expansion. In addition, material uncertainty exists regarding capital requirements, as current CAPEX estimates are based on management\u2019s estimates. Based on these factors, management has concluded that the likelihood of a Phase 1-only business model is currently the highest probability scenario. The estimated recoverable amount is lower than the carrying value and thus the Group recognized an additional impairment allowance of USD 115.3 million in 2025. As of 31 December 2025, the Group held a USD 223.3m impairment allowance of non-current assets in the US, allocated by the amount based on each respective fixed asset category\u2019s cost basis, which is an increase of USD 115.3m from 2024. For 2024 the impairment allowance increased with USD 73.0m from USD 35.0m to USD 108.0m.
The weight of the scenarios affects the impairment. For example, should 10% to 20% weight have been favorably allocated from Scenario B to Scenario A it would lead to a reversal of impairment allocation of USD 39.9m to USD 79.9m respectively. Conversely, should 10% to 20% weight have been unfavorably allocated from Scenario A to Scenario B it would lead to an increase of impairment allowance of USD 39.9m to USD 79.9m respectively.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Atlantic Sapphire USA LLC
For the years ended 31 December 2025 and 2024, certain indicators existed that led us to test for impairment under IAS 36. Such factors included market value declines in ASA\u2019s share price, accumulated losses from prior years, higher-than-normal mortality levels and production challenges, and external market factors that caused inflationary pressure and increased market interest rates.
For purposes of the impairment assessment, we viewed both Phase 1 and Phase 2 of the Miami Bluehouse as one single cash generating unit (\u201cCGU\u201d) for ASUS. Phase 2 expansion comprises ongrowing saltwater farm capacity to Phase 1 and is reliant on the existing freshwater systems to bring biomass from egg to smolt. Therefore, Phase 2\u2019s ability to increase overall farm capacity with ongrowing saltwater systems cannot exist without the existence of Phase 1. The recoverable amount of the CGU is based on value in use.
The Group has already performed work related to Phase 2 construction and is included as part of assets under construction within the carrying value of property, plant, and equipment. As the Group has already incurred cash outflows related to Phase 2 construction, both the remaining capital expenditure and future cash inflows from increased production capacity are included in the cash flow forecast used for value in use. Further information is given below.
The impairment assessment consisted of a discounted cash flow analysis based on forecasts for the next 5 years, followed by a period of 45 years with extrapolated cash flows (the \u201cExtrapolation Period\u201d), which aligns with the estimated remaining useful life of the Group\u2019s infrastructure assets.
The Group believes it has made reasonable judgments and estimates with respect to the underlying key assumptions below:
\u2022\tDiscount rate and long-term growth.
\u2022\tProduction and harvest assumptions.
\u2022\tEBITDA / margins.
\u2022\tCapital expenditure assumptions.
\u2022\tWeighted scenario analyses that contemplated sensitivity on the key inputs indicated above.
The underlying key assumptions are subject to various risks and uncertainties. Should there be a change in such assumptions or performance, which directly influence our discounted cash flow projections and scenarios, such change may result in a need to adjust or reverse the impairment allowance in future periods.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Discount Rate and Long-Term Growth
To discount cash flows towards our discounted cash flow analysis, we used an internal weighted average cost of capital (\u201cWACC\u201d) calculation of 9.4%. The WACC is estimated based on a market approach and management applied an extra risk factor of 1% point on top of our baseline WACC given our limited operational history and as a new part of the salmon farming industry, and use of a weighted scenario approach. The annual growth rate in the Extrapolation Period is assumed to be 2% based on expected inflation.
Production and Harvest Assumptions
Baseline Phase 1 production and harvest assumptions were based on those used towards the 2025 budget and subsequent modifications to the revised forecast. Our biological growth assumptions are based on empirical data obtained from the conventional industry and supported by growth seen under similar conditions in other land-based facilities. Although we believe that it is possible to achieve higher growth rates upon proven state, we also acknowledge that we have historically faced operational challenges that have affected our ability to maintain stable water quality at times. Therefore, at times, we may adjust the expected growth and resulting harvest at the individual batch level in the facility to provide a more accurate view specific to the respective batch.
Under Phase 1 proven state production, the Phase 2 production ramp-up is modeled to start approximately nine months prior to the commissioning of Phase 2 saltwater systems. The commissioning of Phase 2 increases production flexibility, allowing for an increase in harvest weights which temporarily results in lower harvest volumes to reach a fully stocked farm. This will result in accumulation of balance sheet cost of production and operational losses until total combined Phase 1 and 2 proven state standing biomass is achieved and full Phase 2 harvest can commence.
Phase 1 Bluehouse design capacity is 8.5k kg HOG annual production, and Phase 2 Bluehouse design capacity provides an additional 16k kg HOG annual production. Therefore, combined design annual production capacity upon proven state Phase 1 and 2 is approximately 25k kg HOG. For purposes of our impairment test, we considered annual production volumes of 7.5k kg HOG for Phase 1, 14k kg HOG for Phase 2, and therefore 21.5k kg HOG combined for Phases 1 and 2 with an approximate combined 86% utilization against design capacity.
EBITDA / Margins
\u2022\tThe budgeted EBITDA margin is expected to ramp up to 39% when production is ramped up to an annual production of 21.5k kg HOG through significant economies of scale and then remain on that level through the Extrapolation Period.
\u2022\tRevenue / kg (HOG) is expected to increase once average harvest sizes and product quality have reached targeted levels, corresponding to an EBITDA / kg (HOG) of USD 4.67.
\u2022\tCost of production: Variable costs are expected to directly correlate with the level of production and standing biomass levels. Of note, average feed costs are expected to be steady at approximately USD 2.2/kg. Overhead costs are expected to increase in correlation to the available volume of commissioned systems used in production.
\u2022\tSelling, general, and administrative costs: General administrative costs are expected to slightly increase over time while selling costs are expected to increase in line with the increase in harvest and revenue volumes.
Capital Expenditure Assumptions
In 2023, the Group decided to pause Phase 2 construction while focusing on delivering the Phase 1 business first. As of 31 December 2025, approximately 1/4 of Phase 2 construction had been completed. The Group assumes to be ready to resume construction with a final budget and design towards the end of 2027, but the decision to move ahead remains solely at the Company\u2019s discretion and subject to having the necessary financing in place, which the company currently views to be less probable. As the Group has not achieved a proven EBITDA positive operation, and there is material uncertainty of the CAPEX level for Phase 2 expansion, the Group considers it to be difficult to raise capital for phase 2 expansion in current capital markets. However, potential improved operational performance of Phase 1 and improved CAPEX estimates for Phase 2 expansion can affect the availability of capital, and thus the probability to raise capital for Phase 2 expansion, in coming periods. Our baseline scenario below assumes the completion and commissioning of Phase 2 construction within the next few years for modeling purposes, but with the uncertainty of financing the baseline scenario has 30% weight while the Phase 1 scenario, which currently is the most probable scenario, has 55% weight.
Weighted Scenario Assessment
Given the impairment indicators above, notably the current market cap lower than the balance value of the Group\u2019s net assets, management utilized weighted scenarios towards its value in use test on the CGU based on the discounted cash flow analysis to quantitatively demonstrate risk directly as follows:
\u2022\tScenario A \u2013 Baseline (30% weight): The baseline scenario represents the Company\u2019s best assessment of the business plan today, and it is understood that the achievement of economies of scale is driven by the completion of Phase 2 construction and beyond, however the scenario is dependent on the availability of financing to fund the expansion. Although this is regarded as the second most likely scenario and would not have resulted in an estimated impairment as a standalone, higher weights were assigned to the unfavorable scenarios below given our historical operational challenges, the current availability for funding the baseline scenario in the capital markets.
\u2022\tScenario B \u2013 Phase 1 only (55% weight): Based on the challenges of securing funding for the baseline scenario above, the Company\u2019s clear prioritization is to improve Phase 1 on a standalone basis. Future changes to funding availability for expansion into Phase 2 may change the future weight of Scenario B.
\u2022\tScenario C \u2013 EBITDA +15% (5% weight): The Company assigned a lower weight to a scenario in which EBITDA was 15% above our baseline scenario given past performance.
\u2022\tScenario D \u2013 EBITDA -15% (10% weight): Given previous past performance and taking a more conservative approach to the baseline Scenario A, the Company has assigned more weight into Scenario D which has 15% lower EBITDA than the Baseline scenario.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Sensitivity Analysis
An EBITDA sensitivity of +/- 15% was incorporated in reference to scenarios C and D above towards the calculated NPV for the scenarios presented.
An additional WACC sensitivity of +/- 0.5% would affect the above weighted scenarios as follows:
Input description (USD 1,000) | Sensitivity | Overall increase (decrease) effect on weighted NPV |
WACC sensitivity | +0.5% | (16) |
WACC sensitivity | -0.5% | 15 |
Based on our procedures and given the impairment indicators above, notably the current market capitalization of the Group being lower than the balance value of the Group\u2019s net assets, the Group estimated the recoverable amount of the CGU to be lower than the carrying amount of the CGU as of 31 December 2025 as follows:
(USD 1,000) | NPV | Weight % | Weighted NPV |
Scenario A: Baseline | 319 | 30% | 96 |
Scenario B: Phase 1 only | (80) | 55% | (44) |
Scenario C: EBITDA (+15%) | 433 | 5% | 22 |
Scenario D: EBITDA (-15%) | 224 | 10% | 22 |
Weighted NPV of cash flows | 100% | 96 | |
Carrying amount of the CGU | 211 | ||
Current period impairment charge | (115) |
In the valuation the weighting of \u201cPhase 1 only\u201d scenario has increased significantly compared to 2024. Current capital market conditions and limited available funding for the Company\u2019s expansion plans make it more likely than not that financing for Phase 2 will not be secured. The Company\u2019s historical operational performance and lack of profitability compared to expectations, combined with the unproven EBITDA potential of Phase 1, negatively impact the availability of capital for Phase 2 expansion. In addition, material uncertainty exists regarding capital requirements, as current CAPEX estimates are based on management\u2019s estimates. Based on these factors, management has concluded that the likelihood of a Phase 1-only business model is currently the highest probability scenario. The estimated recoverable amount is lower than the carrying value and thus the Group recognized an additional impairment allowance of USD 115.3 million in 2025. As of 31 December 2025, the Group held a USD 223.3m impairment allowance of non-current assets in the US, allocated by the amount based on each respective fixed asset category\u2019s cost basis, which is an increase of USD 115.3m from 2024. For 2024 the impairment allowance increased with USD 73.0m from USD 35.0m to USD 108.0m.
The weight of the scenarios affects the impairment. For example, should 10% to 20% weight have been favorably allocated from Scenario B to Scenario A it would lead to a reversal of impairment allocation of USD 39.9m to USD 79.9m respectively. Conversely, should 10% to 20% weight have been unfavorably allocated from Scenario A to Scenario B it would lead to an increase of impairment allowance of USD 39.9m to USD 79.9m respectively.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10
Finance Income and Expense
For the years ended 31 December 2025 and 2024, finance income and expense, net consisted of the following:
(USD 1,000) | 31 December 2025 | 31 December 2024 |
Interest income | 4,177 | 1,744 |
Interest expense | (6,911) | (5,490) |
Loss on loan modification | (2,797) | (321) |
Finance and commitment fees | (7,014) | (2,922) |
Other finance income | - | 57 |
Currency exchange effects | 1,762 | 2,374 |
Total finance expense, net | (10,783) | (4,558) |
In accordance with IFRS 9, Financial Instruments, debt modification costs are considered towards presenting borrowings at amortized cost using the effective interest rate method and amortized over the life of borrowings as part of finance and commitment fees as part of total finance expense, net in the accompanying consolidated statements of operations.
For the years ended 31 December 2025 and 2024, ASUS incurred USD 0.3m and 1.1m of debt modification costs in connection with the amended 2020 Credit Facility, respectively. As of 31 December 2024, the unamortized effective interest premium in connection to 2024 debt modifications was USD 0.8m and presented as part of borrowings in the Group\u2019s consolidated statements of position. As of 31 December 2025, the unamortized effective interest premium in connection to 2025 debt modifications was USD 2.5m and presented as part of borrowings in the Group\u2019s consolidated statements of position.
For the year ended 31 December 2025 the company realized a financial gain, of USD 4.4m through the merge of the former Convertible Loan into the new Convertible Loan 2 at 80% valuation. Where USD 1.3m are booked as reduction to interest costs and 3.1m is booked as interest income.
For the year ended 31 December 2025, ASUS incurred costs of establishing the Bridge Loan of USD 0.8m and the Convertible Loan 2 of USD 5.3m consisting of commitment fees. Additionally, the group has other financial fees in 2025 amounting to USD 0.9m.
No proceeds from borrowings were obtained in 2025 or 2024 towards construction that would require interest to be capitalized under IAS 23, Borrowing Costs. As such, all borrowing costs were expensed as period cost as interest expense during the years ended 31 December 2025 and 2024.
For the years ended 31 December 2025 and 2024, other finance income consisted of USD 0.0m and USD 0.1m, respectively, in a patronage refund in connection with the amended 2020 Credit Facility (see Note 19 \u2013 Borrowings) and disposal of non-current assets..
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31 December 2025 and 2024, other finance income consisted of USD 0.0m and USD 0.1m, respectively, in a patronage refund in connection with the amended 2020 Credit Facility (see Note 19 \u2013 Borrowings) and disposal of non-current assets..
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11
Taxes
For the years ended 31 December 2025 and 2024, the Group\u2019s income tax expense consisted of the following:
(USD 1,000) | 2025 | 2024 |
Income tax expense | ||
Current tax | 12 | - |
Deferred tax | - | - |
Income tax expense (benefit) | 12 | - |
Current tax on profits for the year | - | - |
Current tax | - | - |
Deferred tax due to changes in temporary differences | (59,878) | (42,623) |
Effect of change in tax rate | (1,277) | 14 |
Tax losses for which no deferred tax asset is recognized | 61,155 | 42,609 |
Deferred tax | - | - |
Effective tax rate | 0.00% | 0.00% |
For the years ended 31 December 2025 and 2024, the reconciliation of the Group\u2019s tax expense with the Norwegian tax rate consisted of the following:
(USD 1,000) | 2025 | 2024 |
Reconciliation of tax benefit with the nominal tax rate | ||
(Loss) profit before tax | (191,262) | (167,321) |
Nominal tax rate | 22.00% | 22.00% |
Expected tax benefit using nominal tax rate | (42,077) | (36,810) |
Non-deductible expenses (income) | (11,235) | (35,368) |
Effect from different tax rate in other countries | (8,119) | (4,238) |
Tax losses for which no deferred tax asset is recognized | 61,431 | 76,416 |
Income tax | 0 | - |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Changes in Tax Rate
The nominal tax rate in Norway remained at 22% in 2025 and 2024.
As of 31 December 2025 and 2024, the Group\u2019s deferred tax balances consisted of the following:
(USD 1,000) | 2025 | 2024 |
Deferred tax balances | ||
The balance comprises temporary differences attributable to: | ||
Deferred tax assets: | ||
Tax losses | 144,783 | 127,701 |
Property, plant, and equipment | 49,558 | 15,813 |
Lease liability | 722 | 333 |
Other | 14,659 | 4,917 |
Employee stock options | 1,606 | 1,003 |
Set-off tax | (721) | (305) |
Net deferred tax assets after set-off | 210,607 | 149,462 |
Unrecognized deferred tax assets | (210,607) | (149,462) |
Net deferred tax assets | - | - |
Deferred tax liabilities: | ||
Property, plant, and equipment | - | - |
Right of use asset | 721 | 305 |
Set-off tax | (721) | (305) |
Net deferred tax liabilities | - | - |
The Group\u2019s set-off tax represents a netting of deferred tax liabilities against deferred tax assets given that the Group\u2019s deferred tax assets exceeded deferred tax liabilities as of 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
As of 31 December 2025, and 2024, the Group\u2019s carry forward of tax losses consisted of the following:
(USD 1,000) | 2025 | 2024 |
Tax losses carried forward | ||
Expires (2033 and forward) | 4,320 | 4,320 |
Never expires | 588,182 | 527,029 |
Total tax losses carried forward | 592,502 | 531,349 |
Tax losses for which deferred tax asset is recognized | - | - |
Tax losses for which no deferred tax asset is recognized | 592,502 | 531,349 |
Potential tax benefit | 144,783 | 127,701 |
As of 31 December 2025, the Group had an estimated USD 592.5m of carry forward of tax losses attributed to Norway (USD 11.6m), Denmark (USD 41.3m), and US (USD 551.2m).
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12
Earnings per Share
Basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share calculations are performed using the average number of common shares and dilutive common shares equivalents outstanding during each period.
Options are dilutive when they result in the issue of ordinary shares for less than the average market price of ordinary shares during the period. The difference between the number of ordinary shares issued and the number of ordinary shares that would have been issued at the average market price in the period is treated as an issue of ordinary shares for no consideration.
Under IAS 33, the calculation of earnings per share for the years ended 31 December 2024 was presented retrospectively and adjusted as the capital raises in 2024 represented shares issued below the market rate prior to the transactions. Following the 2024 capital raises, the number of shares for 2024 prior to the new shares were adjusted with a factor of 1.07. Further, the weighted average number of shares outstanding have been adjusted to reflect the 30 May 2024 reverse stock split (in which ten old shares at NOK 0.10 par value were consolidated to give one new share at NOK 1.00 par value), and the 22 January 2025 reverse stock split (in which two hundred old shares at NOK 0.05 par value were consolidated to give one new share at NOK 10.00 par value).
For the years ended 31 December 2025 and 2024, the Group\u2019s earnings per share consisted of the following:
2025 | 2024 | |
Loss attributable to the ordinary equity holders of the Group | (191,262,000) | (167,321,000) |
Loss for calculation of diluted earnings per share | (191,262,000) | (167,321,000) |
Weighted average number of shares outstanding | 35,854,045 | 1,870,022,079 |
Stock options* | - | - |
Weighted average number of ordinary and potential shares | 35,854,045 | 1,870,022,079 |
Basic earnings per share (USD per share) | (5.33) | (0.09) |
Diluted earnings per share (USD per share) | (5.33) | (0.09) |
2025 | 2024 | |
Loss attributable to the ordinary equity holders of the Group | (191,262,000) | (167,321,000) |
Loss for calculation of diluted earnings per share | (191,262,000) | (167,321,000) |
Retrospectively adjusted weighted average number of shares out-standing | 35,854,045 | 9,731,407 |
Stock options* | - | - |
Retrospectively adjusted weighted average number of ordinary and potential shares | 35,854,045 | 9,731,407 |
Retrospectively adjusted basic earnings per share (USD per share) | (5.33) | (17.19) |
Retrospectively adjusted diluted earnings per share (USD per share) | (5.33) | (17.19) |
* Stock options are not included in the calculation of diluted earnings per share because they are anti-dilutive and would decrease loss per share.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13
Financial Instruments
As of 31 December 2025 and 2024, the Group\u2019s financial instruments consisted of the following:
Financial assets (USD 1,000) | Amortized cost | Fair value through P&L | Total |
As of 31 December 2025 | |||
Trade and other receivables | 4,987 | - | 4,987 |
Cash | 2,800 | - | 2,800 |
Restricted cash | 421 | - | 421 |
Restricted deposits | 15,658 | - | 15,658 |
Security deposits | 1,604 | - | 1,604 |
Other investments | - | - | - |
Derivatives | - | - | - |
Total financial assets | 25,470 | - | 25,470 |
As of 31 December 2024 | |||
Trade and other receivables | 4,715 | - | 4,715 |
Cash | 29,446 | - | 29,446 |
Restricted cash | 416 | - | 416 |
Restricted deposits | 15,180 | - | 15,180 |
Security deposits | 1,604 | - | 1,604 |
Other investments | - | - | - |
Total financial assets | 51,361 | - | 51,361 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Financial liabilities (USD 1,000) | Amortized cost | Fair value through P&L | Total |
As of 31 December 2025 | |||
Trade and other payables | 10,728 | - | 10,728 |
Borrowings | 49,221 | - | 49,221 |
Convertible debt | - | 60,760 | 60,760 |
Derivatives | - | - | - |
Total financial liabilities | 59,949 | 60,760 | 120,709 |
As of 31 December 2024 | |||
Trade and other payables | 6,968 | - | 6,968 |
Borrowings | 41,674 | - | 41,674 |
Convertible debt | - | 20,458 | 20,458 |
Derivatives | - | - | - |
Total financial liabilities | 48,642 | 20,458 | 69,100 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14
Trade and Other Receivables
As of 31 December 2025 and 2024, the Group\u2019s trade and other receivables consisted of the following:
(USD 1,000) | 31 dec 2025 | 31 dec 2024 |
Trade receivables | 5,647 | 5,060 |
Provisions for bad debt | (967) | (1,409) |
Other current receivables | (50) | 15 |
Other non-current receivables | 357 | 1,049 |
Total trade and other receivables, net | 4,987 | 4,715 |
As of 31 December 2025 and 2024, the Group\u2019s trade and other receivables, specified by currencies, consisted of the following:
(USD 1,000) | 2025 | 2024 |
USD | 4,987 | 4,715 |
Other currencies | - | - |
Total trade and other receivables, net | 4,987 | 4,715 |
As of 31 December 2025 and 2024, the Group\u2019s trade and other receivables were due within one year. Due to the short-term nature of current receivables, the fair value of the Group\u2019s trade and other receivables was equal to nominal value, net of a provision for uncollectible accounts. As of and for the year ended 31 December 2025, management considered an allowance for doubtful accounts of USD 1.0m necessary. Allowance for doubtful accounts of USD 1.4m was recognized for the year ended 31 December 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
As of 31 December 2025 and 2024, the Group\u2019s trade and other receivables were due within one year. Due to the short-term nature of current receivables, the fair value of the Group\u2019s trade and other receivables was equal to nominal value, net of a provision for uncollectible accounts. As of and for the year ended 31 December 2025, management considered an allowance for doubtful accounts of USD 1.0m necessary. Allowance for doubtful accounts of USD 1.4m was recognized for the year ended 31 December 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15
Inventories
As of 31 December 2025 and 2024, the Group\u2019s inventories consisted of the following:
(USD 1,000) | 31 dec 2025 | 31 dec 2024 |
Raw materials | 1,031 | 1,494 |
Spare parts inventory | 4,426 | 4,024 |
Finished goods inventory | 328 | 631 |
Total inventories | 5,785 | 6,149 |
Less: allowance for inventory | (435) | (420) |
Inventories, net | 5,350 | 5,729 |
The Group\u2019s inventory consists primarily of raw materials, spare parts, and finished products. Raw materials comprise mainly of feed for smolt and marine-phase fish production, and packaging materials used for processing. Spare parts comprise of consumables to be used at a future date through operations. Finished goods comprise of all salmon products ready for sale which include fresh head-on-gutted salmon, processed salmon products, and frozen salmon products.
For the year ended 31 December 2024, the Group recognized a USD 0.4m allowance of its spare parts inventory to allow for variations of on-hand vs in-transit spare parts inventory during the ordinary course of business. For the year ended 31 December 2025, there was no material adjustment allowance for inventory recognized.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16
Cash and Restricted Cash
As of 31 December 2025 and 2024, the Group\u2019s cash and restricted cash consisted of the following:
(USD 1,000) | 2025 | 2024 |
Cash | 2,801 | 29,447 |
Restricted cash | 421 | 415 |
Total cash and restricted cash | 3,222 | 29,862 |
The Group\u2019s current restricted cash was obtained in connection with agency bonding requirements for water well permits in Florida and required to be maintained accordingly. Potential withdrawal of current restricted cash is perfunctory by the Group and therefore included as part of the accompanying statements of cash flows. However, the Group views the amounts as partly restrictive in nature given its connection with operational permitting requirements and elected to maintain the amounts in a separate line item from cash in the accompanying statements of financial position.
The Group\u2019s non-current restricted cash consists of an interest-bearing restricted deposit in connection with amounts required to be held under the provisions of the amended 2020 Credit Facility (see Note 19 \u2013 Borrowings for further details). Potential withdrawal on the restricted deposit would require bank approval and is not perfunctory by the Group. Therefore, such amounts are treated as separate investment account and presented separately from total cash and restricted cash in the accompanying consolidated statements of financial position, and the amounts are excluded from the Group\u2019s consolidated cash and restricted cash balances in the accompanying consolidated statements of cash flows.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17
Share Capital and Shareholders
Atlantic Sapphire ASA has one class of shares that confer the same rights in the Group. As of 31 December 2025 and 2024, the Group\u2019s share capital consisted of the following:
2025 | 2024 | |
Total number of shares as of 1 January | 7,170,808,449 | 79,860,317 |
Shares issued during the year/ reverse stock split | (7,134,954,404) | 7,090,948,132 |
Total number of shares as of 31 December | 35,854,045 | 7,170,808,449 |
Nominal value as of 31 December (NOK) | 10.00 | 0.05 |
Share capital (total number of shares at nominal value) (NOK 1,000) | 358,540 | 358,540 |
Share capital (total number of shares at nominal value) (USD 1,000) | 38,110 | 38,110 |
On 29 February 2024, the Group raised NOK 369.0m (approximately USD 35.0m) in gross proceeds through a private placement of 307,125,000 new shares at a price per share of NOK 1.20. In connection with the Private Placement, the underwriters\u2019 underwriting commission of 5% was settled through the issuance of 15,356,243 in new shares at a price per share of NOK 1.20. The issuance of the new shares was approved by the Extraordinary General Meeting on 22 March 2024, each with a par value of NOK 0.10.
On 30 May 2024, the Group effected a reverse stock split in which ten old shares at NOK 0.10 par value were consolidated to give one new share at NOK 1.00 par value.
On 17 September 2024, the Group held an Extraordinary General Meeting (the \u201cSeptember 2024 EGM\u201d). Through the September 2024 EGM, the Board of Directors was given the authority to increase the Company\u2019s share capital up to NOK 95,000,000 through the issuance of 1,900,000,000 shares, each with a face value of NOK 0.05 (previously NOK 1.00 following the 30 May 2024 reverse stock split), at a subscription price to be determined by the Board of Directors. Further, as consideration shares to underwriters, the Board of Directors was given the authority to increase the Company\u2019s share capital up to NOK 32,130,000 through the issuance of 642,600,000 shares, each with a face value of NOK 0.05 (previously NOK 1.00 following the 30 May 2024 reverse stock split), at a subscription price of NOK 0.10 per share.
On 6 October 2024, the Group raised NOK 641.7m (approximately USD 60.0m) in gross proceeds through a subscription rights issue of 6,417,000,001 new shares, at a price per share of NOK 0.10. In connection with the subscription rights issue, the underwriters\u2019 underwriting commission of 10% was settled through the issuance of 641,700,006 in new shares at a price per share of NOK 0.10. The issuance of the new shares was approved by the September 2024 EGM, each with a par value of NOK 0.05.
On 20 December 2024, the Group held an Extraordinary General Meeting (the \u201cDecember 2024 EGM\u201d). Through the December 2024 EGM, the Company\u2019s share capital was nominally increased by NOK 27.55 through the issuance of 551 new shares, at a price per share of NOK 0.10, with a par value of NOK 0.05.
On 21 January 2025 the Group effected a reverse stock split in which two hundred old shares at NOK 0.05 par value were consolidated to give one new share at NOK 10.00 par value.
On 22 May 2025, the Group held its Annual General Meeting (the \u201c2025 AGM\u201d). Through the 2025 AGM, the Board was given authority to increase total authorized share capital by up to NOK 107,562,140 through the issuance of up to 10,756,214 total shares, with a face value of NOK 10.00. Further, the EGM on 30 September 2025 reduced the face value of the share from NOK 10.00 to NOK 0.50 per share. The EGM also replaced the prior authorization to the Board to increase the share capital with a new authorization to increase share capital by up to NOK 8,963,511 through the issuance of up to 17,927,022 new shares, with a face value of NOK 0.50. The AGM also approved a convertible loan of USD 59,246,066, including merging the former $20 million convertible loan into the new convertible loan. At the end of 2025 the execution of the reduction of par value was not completed. The completion of the reduction in par value is expected to happen in the first half of 2026.
As of 31 December 2025, the Group had a total number of 35,854,045 shares issued and outstanding at NOK 10.00 par value. No shares were exercised and issued related to the Group\u2019s employee share option program for the years ended 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
As of 31 December 2025, the Group\u2019s total number of shares issued and outstanding consisted of the following, compared to their shares held in 2024:
Shareholder | 2025 Number of shares | 2025 % of shares | 2024 Number of shares | 2024 % of shares |
CITIGROUP GLOBAL MARKETS INC. | 8,652,607 | 24.13% | - | 0.00% |
NORDLAKS HOLDING AS | 5,787,957 | 16.14% | 1,157,591,552 | 16.14% |
STRAWBERRY CAPITAL AS | 3,248,416 | 9.06% | 649,682,682 | 9.06% |
JOH JOHANNSON EIENDOM AS | 3,062,239 | 8.54% | 612,447,841 | 8.54% |
CITIBANK, N.A. | 1,557,457 | 4.34% | 1,167,611,655 | 16.28% |
JEFFERIES LLC | 1,098,498 | 3.06% | - | 0.00% |
MORGAN STANLEY & CO. INT. PLC. | 1,035,117 | 2.89% | 262,119,160 | 3.66% |
HEGGELUND | 370,751 | 1.03% | 30,549,199 | 0.43% |
MORGAN STANLEY & CO. LLC | 303,625 | 0.85% | - | 0.00% |
NORSK LANDBRUKSKJEMI AS | 297,255 | 0.83% | 67,570,000 | 0.94% |
UBS AG | 289,019 | 0.81% | 73,752,555 | 1.03% |
NERLAND INVESTMENT AS | 268,121 | 0.75% | 53,624,321 | 0.75% |
O. HOVDE AS | 255,950 | 0.71% | - | 0.00% |
NORTH SEA GROUP AS | 200,000 | 0.56% | 25,000,000 | 0.35% |
KRISTIAN FALNES AS | 190,000 | 0.53% | 41,453,097 | 0.58% |
BR\u00d8NMO | 167,829 | 0.47% | - | 0.00% |
TACONIC AS | 158,300 | 0.44% | 31,660,112 | 0.44% |
FUTURE INVEST AS | 158,060 | 0.44% | 35,847,241 | 0.50% |
BAJELAN | 157,001 | 0.44% | 3,275,612 | 0.05% |
F\u00c6RDER HOLDING AS | 153,700 | 0.43% | 12,811,040 | 0.18% |
Total number of shares attributed to the 20 largest shareholders | 27,411,902 | 76.45% | 4,224,996,067 | 58.93% |
Total number of shares attributed to other shareholders | 8,442,143 | 23.55% | 2,945,812,382 | 41.07% |
Total number of shares issued and outstanding | 35,854,045 | 100.00% | 7,170,808,449 | 100.00% |
Equity Transaction Costs
For the years ended 31 December 2025 and 2024, total equity transaction costs arising on share issues amounted to USD 0m and USD 4.8m, respectively. Such amounts are net against the Group\u2019s share premium balance in the accompanying consolidated statements of financial position.
As of 31 December 2025 and 2024, shares directly or indirectly held by members of the Board of Directors, Chief Executive Officer, and Executive Management consisted of the following:
Name and title | 2025 Number of shares | 2025 % of shares | 2024 Number of shares | 2024 % of shares |
Svein Taklo, former CDIO (as of step-down date) | - | 0.00% | 1,272,438 | 0.02% |
Damien Claire, CSMO | - | 0.00% | 23,143 | 0.00% |
The 2024 figures above are stated prior to the January 2025 200:1 reverse stock split detailed above.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18
Share Option Program
In accordance with the authorization granted by the Group\u2019s AGM, the Group\u2019s Board of Directors introduced a share option program for senior executives and key personnel employed by the Group and its subsidiaries (the \u201cProgram\u201d).
As of 31 December 2025 and 2024, the Program included up to 1,458,351 and 1,645,725 outstanding share options granted, respectively, with contractual vesting terms between one and four years as follows:
2025 Weighted average exercise price (NOK) | 2025 Number of shares | 2024 Weighted average exercise price (NOK) | 2024 Number of shares | |
Outstanding share options as of 1 January | 25.79 | 1,645,725 | 3,119.04 | 95,043 |
Granted during the year (Original Plan) | - | - | 895.05 | 25,634 |
Forfeited during the year (Original Plan) | - | - | 364.34 | (38,268) |
Released during the year (Original Plan) | - | - | 3,706.46 | (82,408) |
Granted during the year (Replacement Plan) | - | - | 25.79 | 1,645,725 |
Outstanding share options as of 1 January (Replacement Plan) | - | - | ||
Exercised during the year | - | - | - | - |
Lapsed during the year | - | - | - | - |
Granted during the year | - | - | - | - |
Forfeited during the year | 25.66 | (187,374) | - | - |
Outstanding share options as of 31 December | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
Outstanding share options as of 31 December | ||||
Number of share options with a weighted average share price over NOK 30 | - | - | - | - |
Number of share options with a weighted average share price under NOK 30 | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
Total outstanding share options as of 31 December | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
The 2024 figures above are retrospectively stated for January 2025 200:1 reverse stock split detailed above.
For the years ended 31 December 2025 and 2024, the expense of USD 2.0m and negative expense of USD 0.1m, respectively, was primarily driven by the incremental amortization of the original and new plan in 2025, and a high number of forfeitures over the value of options vested in 2024. Forfeitures of options are a result of employees that have left the company.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | |
Option pricing model used to determine fair value | Black Scholes | Black Scholes |
Weighted average share price for the year (NOK) | - | 154.00 |
Weighted average share price at grant date (NOK) | - | 20.20 |
Weighted average contractual life (days) | - | 1,800 |
Expected volatility | 0.00% | 134.00% |
Expected dividend growth rate | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 3.44% |
The 2024 figures above are retrospectively stated for the January 2025 200:1 reverse stock split detailed above. Additionally, no stock options were granted in 2025.
On 24 June 2024, Pedro Courard (the current CEO) was granted a total of 1,400,000 share options and Gunnar Aasb\u00f8-Skinderhaug (the current CFO) was granted a total of 1,000,000 share options. An additional 2,726,771 share options were granted to other key personnel during the year ended 31 December 2024 resulting in a total amount of 5,126,771 share options granted from 1 January 2024 to 9 December 2024.
On 10 December 2024, the Group cancelled its previous share option program (the \u201cOriginal Plan\u201d) and simultaneously granted a new share option program (the \u201cReplacement Plan\u201d) to the same group of employees. The Replacement Plan was granted as a replacement for the awards cancelled under the Original Plan. In accordance with IFRS 2, the cancellation of the Original Plan and the grant of the Replacement Plan have been accounted for as a modification of the original award, with the new awards considered a replacement equity-settled share-based payment arrangement.
The 2024 option program was established prior to the January 2025 reverse stock split of 200:1, and number of options was divided by 200 and the strike price multiplied by 200 after the January 200:1 reverse stock split.
For the year ended 31 December 2025, there are 1,458,351 outstanding shares of which 760,764 are vested and exercisable. Said, vested and exercisable shares have a weighted average exercise price of 24.44 NOK. During 2025, there were no share options exercised or issued related to the Group\u2019s employee share option program.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17
Share Capital and Shareholders
Atlantic Sapphire ASA has one class of shares that confer the same rights in the Group. As of 31 December 2025 and 2024, the Group\u2019s share capital consisted of the following:
2025 | 2024 | |
Total number of shares as of 1 January | 7,170,808,449 | 79,860,317 |
Shares issued during the year/ reverse stock split | (7,134,954,404) | 7,090,948,132 |
Total number of shares as of 31 December | 35,854,045 | 7,170,808,449 |
Nominal value as of 31 December (NOK) | 10.00 | 0.05 |
Share capital (total number of shares at nominal value) (NOK 1,000) | 358,540 | 358,540 |
Share capital (total number of shares at nominal value) (USD 1,000) | 38,110 | 38,110 |
On 29 February 2024, the Group raised NOK 369.0m (approximately USD 35.0m) in gross proceeds through a private placement of 307,125,000 new shares at a price per share of NOK 1.20. In connection with the Private Placement, the underwriters\u2019 underwriting commission of 5% was settled through the issuance of 15,356,243 in new shares at a price per share of NOK 1.20. The issuance of the new shares was approved by the Extraordinary General Meeting on 22 March 2024, each with a par value of NOK 0.10.
On 30 May 2024, the Group effected a reverse stock split in which ten old shares at NOK 0.10 par value were consolidated to give one new share at NOK 1.00 par value.
On 17 September 2024, the Group held an Extraordinary General Meeting (the \u201cSeptember 2024 EGM\u201d). Through the September 2024 EGM, the Board of Directors was given the authority to increase the Company\u2019s share capital up to NOK 95,000,000 through the issuance of 1,900,000,000 shares, each with a face value of NOK 0.05 (previously NOK 1.00 following the 30 May 2024 reverse stock split), at a subscription price to be determined by the Board of Directors. Further, as consideration shares to underwriters, the Board of Directors was given the authority to increase the Company\u2019s share capital up to NOK 32,130,000 through the issuance of 642,600,000 shares, each with a face value of NOK 0.05 (previously NOK 1.00 following the 30 May 2024 reverse stock split), at a subscription price of NOK 0.10 per share.
On 6 October 2024, the Group raised NOK 641.7m (approximately USD 60.0m) in gross proceeds through a subscription rights issue of 6,417,000,001 new shares, at a price per share of NOK 0.10. In connection with the subscription rights issue, the underwriters\u2019 underwriting commission of 10% was settled through the issuance of 641,700,006 in new shares at a price per share of NOK 0.10. The issuance of the new shares was approved by the September 2024 EGM, each with a par value of NOK 0.05.
On 20 December 2024, the Group held an Extraordinary General Meeting (the \u201cDecember 2024 EGM\u201d). Through the December 2024 EGM, the Company\u2019s share capital was nominally increased by NOK 27.55 through the issuance of 551 new shares, at a price per share of NOK 0.10, with a par value of NOK 0.05.
On 21 January 2025 the Group effected a reverse stock split in which two hundred old shares at NOK 0.05 par value were consolidated to give one new share at NOK 10.00 par value.
On 22 May 2025, the Group held its Annual General Meeting (the \u201c2025 AGM\u201d). Through the 2025 AGM, the Board was given authority to increase total authorized share capital by up to NOK 107,562,140 through the issuance of up to 10,756,214 total shares, with a face value of NOK 10.00. Further, the EGM on 30 September 2025 reduced the face value of the share from NOK 10.00 to NOK 0.50 per share. The EGM also replaced the prior authorization to the Board to increase the share capital with a new authorization to increase share capital by up to NOK 8,963,511 through the issuance of up to 17,927,022 new shares, with a face value of NOK 0.50. The AGM also approved a convertible loan of USD 59,246,066, including merging the former $20 million convertible loan into the new convertible loan. At the end of 2025 the execution of the reduction of par value was not completed. The completion of the reduction in par value is expected to happen in the first half of 2026.
As of 31 December 2025, the Group had a total number of 35,854,045 shares issued and outstanding at NOK 10.00 par value. No shares were exercised and issued related to the Group\u2019s employee share option program for the years ended 31 December 2025 and 2024.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
As of 31 December 2025, the Group\u2019s total number of shares issued and outstanding consisted of the following, compared to their shares held in 2024:
Shareholder | 2025 Number of shares | 2025 % of shares | 2024 Number of shares | 2024 % of shares |
CITIGROUP GLOBAL MARKETS INC. | 8,652,607 | 24.13% | - | 0.00% |
NORDLAKS HOLDING AS | 5,787,957 | 16.14% | 1,157,591,552 | 16.14% |
STRAWBERRY CAPITAL AS | 3,248,416 | 9.06% | 649,682,682 | 9.06% |
JOH JOHANNSON EIENDOM AS | 3,062,239 | 8.54% | 612,447,841 | 8.54% |
CITIBANK, N.A. | 1,557,457 | 4.34% | 1,167,611,655 | 16.28% |
JEFFERIES LLC | 1,098,498 | 3.06% | - | 0.00% |
MORGAN STANLEY & CO. INT. PLC. | 1,035,117 | 2.89% | 262,119,160 | 3.66% |
HEGGELUND | 370,751 | 1.03% | 30,549,199 | 0.43% |
MORGAN STANLEY & CO. LLC | 303,625 | 0.85% | - | 0.00% |
NORSK LANDBRUKSKJEMI AS | 297,255 | 0.83% | 67,570,000 | 0.94% |
UBS AG | 289,019 | 0.81% | 73,752,555 | 1.03% |
NERLAND INVESTMENT AS | 268,121 | 0.75% | 53,624,321 | 0.75% |
O. HOVDE AS | 255,950 | 0.71% | - | 0.00% |
NORTH SEA GROUP AS | 200,000 | 0.56% | 25,000,000 | 0.35% |
KRISTIAN FALNES AS | 190,000 | 0.53% | 41,453,097 | 0.58% |
BR\u00d8NMO | 167,829 | 0.47% | - | 0.00% |
TACONIC AS | 158,300 | 0.44% | 31,660,112 | 0.44% |
FUTURE INVEST AS | 158,060 | 0.44% | 35,847,241 | 0.50% |
BAJELAN | 157,001 | 0.44% | 3,275,612 | 0.05% |
F\u00c6RDER HOLDING AS | 153,700 | 0.43% | 12,811,040 | 0.18% |
Total number of shares attributed to the 20 largest shareholders | 27,411,902 | 76.45% | 4,224,996,067 | 58.93% |
Total number of shares attributed to other shareholders | 8,442,143 | 23.55% | 2,945,812,382 | 41.07% |
Total number of shares issued and outstanding | 35,854,045 | 100.00% | 7,170,808,449 | 100.00% |
Equity Transaction Costs
For the years ended 31 December 2025 and 2024, total equity transaction costs arising on share issues amounted to USD 0m and USD 4.8m, respectively. Such amounts are net against the Group\u2019s share premium balance in the accompanying consolidated statements of financial position.
As of 31 December 2025 and 2024, shares directly or indirectly held by members of the Board of Directors, Chief Executive Officer, and Executive Management consisted of the following:
Name and title | 2025 Number of shares | 2025 % of shares | 2024 Number of shares | 2024 % of shares |
Svein Taklo, former CDIO (as of step-down date) | - | 0.00% | 1,272,438 | 0.02% |
Damien Claire, CSMO | - | 0.00% | 23,143 | 0.00% |
The 2024 figures above are stated prior to the January 2025 200:1 reverse stock split detailed above.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18
Share Option Program
In accordance with the authorization granted by the Group\u2019s AGM, the Group\u2019s Board of Directors introduced a share option program for senior executives and key personnel employed by the Group and its subsidiaries (the \u201cProgram\u201d).
As of 31 December 2025 and 2024, the Program included up to 1,458,351 and 1,645,725 outstanding share options granted, respectively, with contractual vesting terms between one and four years as follows:
2025 Weighted average exercise price (NOK) | 2025 Number of shares | 2024 Weighted average exercise price (NOK) | 2024 Number of shares | |
Outstanding share options as of 1 January | 25.79 | 1,645,725 | 3,119.04 | 95,043 |
Granted during the year (Original Plan) | - | - | 895.05 | 25,634 |
Forfeited during the year (Original Plan) | - | - | 364.34 | (38,268) |
Released during the year (Original Plan) | - | - | 3,706.46 | (82,408) |
Granted during the year (Replacement Plan) | - | - | 25.79 | 1,645,725 |
Outstanding share options as of 1 January (Replacement Plan) | - | - | ||
Exercised during the year | - | - | - | - |
Lapsed during the year | - | - | - | - |
Granted during the year | - | - | - | - |
Forfeited during the year | 25.66 | (187,374) | - | - |
Outstanding share options as of 31 December | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
Outstanding share options as of 31 December | ||||
Number of share options with a weighted average share price over NOK 30 | - | - | - | - |
Number of share options with a weighted average share price under NOK 30 | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
Total outstanding share options as of 31 December | 25.81 | 1,458,351 | 25.79 | 1,645,725 |
The 2024 figures above are retrospectively stated for January 2025 200:1 reverse stock split detailed above.
For the years ended 31 December 2025 and 2024, the expense of USD 2.0m and negative expense of USD 0.1m, respectively, was primarily driven by the incremental amortization of the original and new plan in 2025, and a high number of forfeitures over the value of options vested in 2024. Forfeitures of options are a result of employees that have left the company.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
2025 | 2024 | |
Option pricing model used to determine fair value | Black Scholes | Black Scholes |
Weighted average share price for the year (NOK) | - | 154.00 |
Weighted average share price at grant date (NOK) | - | 20.20 |
Weighted average contractual life (days) | - | 1,800 |
Expected volatility | 0.00% | 134.00% |
Expected dividend growth rate | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 3.44% |
The 2024 figures above are retrospectively stated for the January 2025 200:1 reverse stock split detailed above. Additionally, no stock options were granted in 2025.
On 24 June 2024, Pedro Courard (the current CEO) was granted a total of 1,400,000 share options and Gunnar Aasb\u00f8-Skinderhaug (the current CFO) was granted a total of 1,000,000 share options. An additional 2,726,771 share options were granted to other key personnel during the year ended 31 December 2024 resulting in a total amount of 5,126,771 share options granted from 1 January 2024 to 9 December 2024.
On 10 December 2024, the Group cancelled its previous share option program (the \u201cOriginal Plan\u201d) and simultaneously granted a new share option program (the \u201cReplacement Plan\u201d) to the same group of employees. The Replacement Plan was granted as a replacement for the awards cancelled under the Original Plan. In accordance with IFRS 2, the cancellation of the Original Plan and the grant of the Replacement Plan have been accounted for as a modification of the original award, with the new awards considered a replacement equity-settled share-based payment arrangement.
The 2024 option program was established prior to the January 2025 reverse stock split of 200:1, and number of options was divided by 200 and the strike price multiplied by 200 after the January 200:1 reverse stock split.
For the year ended 31 December 2025, there are 1,458,351 outstanding shares of which 760,764 are vested and exercisable. Said, vested and exercisable shares have a weighted average exercise price of 24.44 NOK. During 2025, there were no share options exercised or issued related to the Group\u2019s employee share option program.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19
Borrowings
DNB Credit Agreement
The Group holds a Green credit facility (the \u201c2020 Credit Facility\u201d) with DNB Bank ASA (\u201cDNB\u201d) which can be utilized towards the Group\u2019s Bluehouses and operations therein considered green. ASUS and ASDK are listed as borrowers (the \u201cBorrowers\u201d), and ASA and ASSF are listed as guarantors (the \u201cGuarantors\u201d). As of 1 January 2024, the Group\u2019s amended 2020 Credit Facility consisted of a drawn USD 42.1m term loan (the \u201cUS Term Loan\u201d) a USD 20.0m revolving credit facility (\u201cRCF\u201d), and a USD 100.0m delayed draw term loan. The amended 2020 Credit Facility bore an amended interest rate of LIBOR plus an applicable margin and maturity date of 21 April 2025, with a portion of the RCF available for use towards ASDK\u2019s working capital requirements or as standby Letters of Credit towards equipment financing.
On 25 March 2024, the eleventh amendment to the 2020 Credit Facility was formally signed and committed. The debt was structured under many of the same key terms while others were modified. Of note, the maturity date was extended to 21 October 2026 and the borrowing base on the RCF was extended to include additional biomass and higher trade receivable levels. The total amounts were restructured into a fully committed credit facility of USD 162.1m, of which USD 42.1m was attributed to the drawn US Term Loan, USD 20.0m was attributed to the RCF, and USD 100.0m was attributed to a delayed undrawn Term Loan for Phase 2 capital expenditures. The EBITDA covenants and delay draw term loan incurrence test levels were also reset.
On 20 August 2024, the thirteenth amendment to the 2020 Credit Facility was formally signed and committed. The debt was restructured to a total of USD 60.9m and was fully committed, of which USD 40.9m was attributed to the drawn US Term Loan and USD 20.0m was attributed to the RCF (of which USD 17.4m was available). Further, bridge financing of USD 10.0m was provided, EBITDA covenants were reset, quarterly principal installments were placed on pause until 2026, and the delayed undrawn Term Loan for Phase 2 capital expenditures was uncommitted.
On 28 March 2025, the fourteenth amendment to the 2020 Credit Facility was formally signed and committed. The fourteenth amendment reset the required Q1 2025 EBITDA covenant levels while significantly all other key terms, including the debt structure, remained the same as the previous amendment. Following the expected delayed improved EBITDA as communicated through a stock exchange notice on 27 February 2025.
The fifteenth amendment to the 2020 Credit Facility was formally signed and committed on 30 June 2025. The fifteenth amendment reset the required Q2 2025 EBITDA covenant level.
The sixteenth amendment to the 2020 Credit Facility was formally signed and committed on 14 August 2025. The sixteenth amendment allowed for a bridge loan to be issued to the company.
Subsequently, the seventeenth amendment to the 2020 Credit Facility was formally signed and committed on 17 September 2025. The seventeenth amendment reset EBITDA covenant levels, extended the final maturity date until 30 July, 2027, amended the restricted cash requirement while significantly all other key terms, including the debt structure, remained the same as the previous amendment.
The Group is in active dialogue with DNB and expects to amend the 2020 Credit Facility further with the expectation of, among other terms, resetting the required EBITDA covenant for 2026.
Convertible Debt
On 30 September 2024, the Group entered into a convertible debt agreement (the \u201cConvertible Debt\u201d) with Condire Management L.P. (\u201cCondire\u201d), one of its ultimate investors (see Note 21 \u2013 Related Party Transactions for further details).
On 1 October 2025, the Group entered into a convertible debt agreement (the \u201cConvertible Debt 2\u201d) with various investors which also replaced the Convertible Debt from 2024 (see Note 21 \u2013 Related Party Transactions for further details).
The Convertible Debt 2 contains an embedded derivative (a conversion option). The conversion option embedded in the instrument does not meet the \u201cfixed-for-fixed\u201d criterion as specified in IAS 32. This is because the option does not provide the holder with the right to convert the instrument into a fixed number of equity shares for a fixed amount of cash or another financial asset. Since the conversion option is not considered closely related to the debt host contract the Group has elected to measure the entire instrument at fair value through profit or loss in accordance with IFRS 9.
Fair value measurement
The convertible loan is measured at fair value and classified within Level 3 of the fair value hierarchy in accordance with IFRS 13, as the valuation incorporates significant unobservable inputs. The fair value of the instrument reflects the combined value of:
\u2022\tThe debt host component; and
\u2022\tThe embedded conversion option,
During the period, changes in the underlying valuation inputs were largely offsetting. A decline in the share price during the period reduced the intrinsic value of the embedded conversion option, however this was offset by movements in the market rates of interest and movements in the assessed probability of certain contractual adjustment events.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
(USD 1,000) | 31 Dec 2025 | 31 Dec 2024 |
ASUS has an amended USD 40.9m term loan with DNB (the \u201cUS Term Loan\u201d). The US Term Loan bears an amended interest rate of SOFR plus an applicable margin (5.0% as of 31 December 2025) and matures on 30 July 2027. USD 40.9m was outstanding on the US Term Loan as of 31 December 2025 and is presented at amortized cost which is 44.2m. | 44,221 | 41,674 |
ASUS has an amended USD 20.0m revolving credit facility commitment with DNB (the \u201cRCF\u201d). The RCF will finance ASUS\u2019 working capital requirements or serve as standby Letters of Credit towards equipment financing. Of the total RCF amount, USD 4.0m is also available towards ASDK\u2019s working capital requirements. As of 31 December 2025, USD 17.4m was available on the RCF (USD 20.0m undrawn, less USD 2.6m allocated to a letter of credit towards Meridian Leasing for the leasing of processing equipment) of which USD 5.0m was drawn. | 5,000 | - |
ASA has a USD 20.0m convertible debt with Condire (the \u201cConvertible Debt\u201d). The Convertible Debt bears an amended interest rate of 10.0% and matures on 10 October 2030. USD 20.5m was outstanding on the Convertible Debt as of 31 December 2024 and is presented at fair value, inclusive of USD 0.5m of accrued interest towards USD 20.0m of principal. In 2025 a USD 59.2m convertible debt with various Shareholders (the \u201cConvertible Debt 2\u201d) was entered into and replaced the former Convertible Debt. The Convertible Debt 2 bears an amended interest rate of 10.0% and matures on 1 October 2030. USD 60.1m was outstanding on the Convertible Debt as of 31 December 2025 and is presented at fair value, inclusive of USD 1.5m of accrued interest towards USD 59.2m of principal and commitment fee . | 60,760 | 20,458 |
Total borrowings | 109,981 | 62,132 |
Less: current portion of borrowings | 750 | - |
Non-current portion of borrowings | 109,231 | 62,132 |
The following are the remaining contractual maturities on the Group\u2019s borrowings as of 31 December 2025 and 2024:
(USD 1,000) | 31 Dec 2025 | 31 Dec 2024 |
Up to 3 months | - | - |
Between 3 and 12 months | 750 | - |
Between 1 and 2 years | 48,471 | 41,674 |
Between 2 and 5 years | 60,760 | - |
Over 5 years | - | 20,458 |
Total | 109,981 | 62,132 |
The above amounts are presented at amortized cost using the effective interest rate method.
The borrowing base on the USD 20.0m RCF is tied to the amount of outstanding trade receivables, product inventory, and standing biomass. This calculation is reviewed periodically, and the balance is adjusted accordingly.
The amended 2020 Credit Facility is secured by substantially all Group\u2019s assets, which include existing and after-acquired personal and real property held, the equity interest held by the Borrowers and the Guarantors in their respective subsidiaries, certain receivables, and certain bank accounts perfected under First Priority security.
The provisions of the amended 2020 Credit Facility require, among other things, certain financial performance covenants to be maintained as defined in the agreements. This includes certain covenants that limit the Group\u2019s ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter certain transactions with affiliates, or amend the terms of material indebtedness. Material financial covenants include maintaining a minimum book equity ratio of 45%, including the convertible loan as equity, various trailing EBITDA requirements, and maintaining a minimum restricted USD 15.0m cash balance. The Group was in compliance with its financial covenants as of 31 December 2025.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Subsequently on 15 January 2026, requirement to maintain a minimum restricted cash balance was reduced to USD 13.5m.
After the fourteenth amendment to the 2020 Credit Facility (March 2025), the next test date for the EBITDA covenant is Q2 2025, in which a trailing three-month EBITDA greater than USD -20.0m is then required.
After the seventeenth amendment to the 2020 Credit Facility (September 2025), the next test date for the EBITDA covenant is Q1 2026, in which a trailing three-month EBITDA greater than USD -10.0m is then required, and then subsequently the Q2 2026 requirement is a trailing three-month EBITDA greater than USD -7.5m.
Though the Group was complaint with its 2025 covenant, it may have difficulties complying with the EBITDA covenant for 2026 and is therefore already in dialogue with DNB about this covenant, as disclosed above.
The following represents a reconciliation of changes in the carrying amount of the Group\u2019s borrowings and lease liabilities for the years ended 31 December 2025 and 2024:
(USD 1,000) | Borrowings | Lease liabilities |
Balance at 1 January 2025 | 62,132 | 1,741 |
Changes from financing cash flows | ||
Proceeds from borrowings | 50,702 | - |
Payments towards borrowings | (10,350) | (845) |
Debt Modification Fees | (250) | - |
Total changes from financing cash flows | 102,234 | 896 |
Amortization | - | - |
Debt Issuance Cost | 5,314 | - |
Accrued interest towards principal | 2,404 | - |
Currency effects | 29 | 404 |
Balance at 31 December 2025 | 109,981 | 3,178 |
(USD 1,000) | Borrowings | Lease liabilities |
Balance at 1 January 2024 | 42,603 | 2,179 |
Changes from financing cash flows | ||
Proceeds from borrowings | 37,270 | - |
Payments towards borrowings | (18,520) | (413) |
Total changes from financing cash flows | 61,353 | 1,766 |
Amortization | 321 | - |
Accrued interest towards principal | 458 | - |
Forgiveness of debt | - | - |
Currency effects | - | (25) |
Balance at 31 December 2024 | 62,132 | 1,741 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 19
Borrowings
DNB Credit Agreement
The Group holds a Green credit facility (the \u201c2020 Credit Facility\u201d) with DNB Bank ASA (\u201cDNB\u201d) which can be utilized towards the Group\u2019s Bluehouses and operations therein considered green. ASUS and ASDK are listed as borrowers (the \u201cBorrowers\u201d), and ASA and ASSF are listed as guarantors (the \u201cGuarantors\u201d). As of 1 January 2024, the Group\u2019s amended 2020 Credit Facility consisted of a drawn USD 42.1m term loan (the \u201cUS Term Loan\u201d) a USD 20.0m revolving credit facility (\u201cRCF\u201d), and a USD 100.0m delayed draw term loan. The amended 2020 Credit Facility bore an amended interest rate of LIBOR plus an applicable margin and maturity date of 21 April 2025, with a portion of the RCF available for use towards ASDK\u2019s working capital requirements or as standby Letters of Credit towards equipment financing.
On 25 March 2024, the eleventh amendment to the 2020 Credit Facility was formally signed and committed. The debt was structured under many of the same key terms while others were modified. Of note, the maturity date was extended to 21 October 2026 and the borrowing base on the RCF was extended to include additional biomass and higher trade receivable levels. The total amounts were restructured into a fully committed credit facility of USD 162.1m, of which USD 42.1m was attributed to the drawn US Term Loan, USD 20.0m was attributed to the RCF, and USD 100.0m was attributed to a delayed undrawn Term Loan for Phase 2 capital expenditures. The EBITDA covenants and delay draw term loan incurrence test levels were also reset.
On 20 August 2024, the thirteenth amendment to the 2020 Credit Facility was formally signed and committed. The debt was restructured to a total of USD 60.9m and was fully committed, of which USD 40.9m was attributed to the drawn US Term Loan and USD 20.0m was attributed to the RCF (of which USD 17.4m was available). Further, bridge financing of USD 10.0m was provided, EBITDA covenants were reset, quarterly principal installments were placed on pause until 2026, and the delayed undrawn Term Loan for Phase 2 capital expenditures was uncommitted.
On 28 March 2025, the fourteenth amendment to the 2020 Credit Facility was formally signed and committed. The fourteenth amendment reset the required Q1 2025 EBITDA covenant levels while significantly all other key terms, including the debt structure, remained the same as the previous amendment. Following the expected delayed improved EBITDA as communicated through a stock exchange notice on 27 February 2025.
The fifteenth amendment to the 2020 Credit Facility was formally signed and committed on 30 June 2025. The fifteenth amendment reset the required Q2 2025 EBITDA covenant level.
The sixteenth amendment to the 2020 Credit Facility was formally signed and committed on 14 August 2025. The sixteenth amendment allowed for a bridge loan to be issued to the company.
Subsequently, the seventeenth amendment to the 2020 Credit Facility was formally signed and committed on 17 September 2025. The seventeenth amendment reset EBITDA covenant levels, extended the final maturity date until 30 July, 2027, amended the restricted cash requirement while significantly all other key terms, including the debt structure, remained the same as the previous amendment.
The Group is in active dialogue with DNB and expects to amend the 2020 Credit Facility further with the expectation of, among other terms, resetting the required EBITDA covenant for 2026.
Convertible Debt
On 30 September 2024, the Group entered into a convertible debt agreement (the \u201cConvertible Debt\u201d) with Condire Management L.P. (\u201cCondire\u201d), one of its ultimate investors (see Note 21 \u2013 Related Party Transactions for further details).
On 1 October 2025, the Group entered into a convertible debt agreement (the \u201cConvertible Debt 2\u201d) with various investors which also replaced the Convertible Debt from 2024 (see Note 21 \u2013 Related Party Transactions for further details).
The Convertible Debt 2 contains an embedded derivative (a conversion option). The conversion option embedded in the instrument does not meet the \u201cfixed-for-fixed\u201d criterion as specified in IAS 32. This is because the option does not provide the holder with the right to convert the instrument into a fixed number of equity shares for a fixed amount of cash or another financial asset. Since the conversion option is not considered closely related to the debt host contract the Group has elected to measure the entire instrument at fair value through profit or loss in accordance with IFRS 9.
Fair value measurement
The convertible loan is measured at fair value and classified within Level 3 of the fair value hierarchy in accordance with IFRS 13, as the valuation incorporates significant unobservable inputs. The fair value of the instrument reflects the combined value of:
\u2022\tThe debt host component; and
\u2022\tThe embedded conversion option,
During the period, changes in the underlying valuation inputs were largely offsetting. A decline in the share price during the period reduced the intrinsic value of the embedded conversion option, however this was offset by movements in the market rates of interest and movements in the assessed probability of certain contractual adjustment events.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
(USD 1,000) | 31 Dec 2025 | 31 Dec 2024 |
ASUS has an amended USD 40.9m term loan with DNB (the \u201cUS Term Loan\u201d). The US Term Loan bears an amended interest rate of SOFR plus an applicable margin (5.0% as of 31 December 2025) and matures on 30 July 2027. USD 40.9m was outstanding on the US Term Loan as of 31 December 2025 and is presented at amortized cost which is 44.2m. | 44,221 | 41,674 |
ASUS has an amended USD 20.0m revolving credit facility commitment with DNB (the \u201cRCF\u201d). The RCF will finance ASUS\u2019 working capital requirements or serve as standby Letters of Credit towards equipment financing. Of the total RCF amount, USD 4.0m is also available towards ASDK\u2019s working capital requirements. As of 31 December 2025, USD 17.4m was available on the RCF (USD 20.0m undrawn, less USD 2.6m allocated to a letter of credit towards Meridian Leasing for the leasing of processing equipment) of which USD 5.0m was drawn. | 5,000 | - |
ASA has a USD 20.0m convertible debt with Condire (the \u201cConvertible Debt\u201d). The Convertible Debt bears an amended interest rate of 10.0% and matures on 10 October 2030. USD 20.5m was outstanding on the Convertible Debt as of 31 December 2024 and is presented at fair value, inclusive of USD 0.5m of accrued interest towards USD 20.0m of principal. In 2025 a USD 59.2m convertible debt with various Shareholders (the \u201cConvertible Debt 2\u201d) was entered into and replaced the former Convertible Debt. The Convertible Debt 2 bears an amended interest rate of 10.0% and matures on 1 October 2030. USD 60.1m was outstanding on the Convertible Debt as of 31 December 2025 and is presented at fair value, inclusive of USD 1.5m of accrued interest towards USD 59.2m of principal and commitment fee . | 60,760 | 20,458 |
Total borrowings | 109,981 | 62,132 |
Less: current portion of borrowings | 750 | - |
Non-current portion of borrowings | 109,231 | 62,132 |
The following are the remaining contractual maturities on the Group\u2019s borrowings as of 31 December 2025 and 2024:
(USD 1,000) | 31 Dec 2025 | 31 Dec 2024 |
Up to 3 months | - | - |
Between 3 and 12 months | 750 | - |
Between 1 and 2 years | 48,471 | 41,674 |
Between 2 and 5 years | 60,760 | - |
Over 5 years | - | 20,458 |
Total | 109,981 | 62,132 |
The above amounts are presented at amortized cost using the effective interest rate method.
The borrowing base on the USD 20.0m RCF is tied to the amount of outstanding trade receivables, product inventory, and standing biomass. This calculation is reviewed periodically, and the balance is adjusted accordingly.
The amended 2020 Credit Facility is secured by substantially all Group\u2019s assets, which include existing and after-acquired personal and real property held, the equity interest held by the Borrowers and the Guarantors in their respective subsidiaries, certain receivables, and certain bank accounts perfected under First Priority security.
The provisions of the amended 2020 Credit Facility require, among other things, certain financial performance covenants to be maintained as defined in the agreements. This includes certain covenants that limit the Group\u2019s ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions, change the nature of their businesses, enter certain transactions with affiliates, or amend the terms of material indebtedness. Material financial covenants include maintaining a minimum book equity ratio of 45%, including the convertible loan as equity, various trailing EBITDA requirements, and maintaining a minimum restricted USD 15.0m cash balance. The Group was in compliance with its financial covenants as of 31 December 2025.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
Subsequently on 15 January 2026, requirement to maintain a minimum restricted cash balance was reduced to USD 13.5m.
After the fourteenth amendment to the 2020 Credit Facility (March 2025), the next test date for the EBITDA covenant is Q2 2025, in which a trailing three-month EBITDA greater than USD -20.0m is then required.
After the seventeenth amendment to the 2020 Credit Facility (September 2025), the next test date for the EBITDA covenant is Q1 2026, in which a trailing three-month EBITDA greater than USD -10.0m is then required, and then subsequently the Q2 2026 requirement is a trailing three-month EBITDA greater than USD -7.5m.
Though the Group was complaint with its 2025 covenant, it may have difficulties complying with the EBITDA covenant for 2026 and is therefore already in dialogue with DNB about this covenant, as disclosed above.
The following represents a reconciliation of changes in the carrying amount of the Group\u2019s borrowings and lease liabilities for the years ended 31 December 2025 and 2024:
(USD 1,000) | Borrowings | Lease liabilities |
Balance at 1 January 2025 | 62,132 | 1,741 |
Changes from financing cash flows | ||
Proceeds from borrowings | 50,702 | - |
Payments towards borrowings | (10,350) | (845) |
Debt Modification Fees | (250) | - |
Total changes from financing cash flows | 102,234 | 896 |
Amortization | - | - |
Debt Issuance Cost | 5,314 | - |
Accrued interest towards principal | 2,404 | - |
Currency effects | 29 | 404 |
Balance at 31 December 2025 | 109,981 | 3,178 |
(USD 1,000) | Borrowings | Lease liabilities |
Balance at 1 January 2024 | 42,603 | 2,179 |
Changes from financing cash flows | ||
Proceeds from borrowings | 37,270 | - |
Payments towards borrowings | (18,520) | (413) |
Total changes from financing cash flows | 61,353 | 1,766 |
Amortization | 321 | - |
Accrued interest towards principal | 458 | - |
Forgiveness of debt | - | - |
Currency effects | - | (25) |
Balance at 31 December 2024 | 62,132 | 1,741 |
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20
Pensions
The Group\u2019s employees are covered by different pension plans that vary from country to country depending on the respective subsidiary\u2019s location. All pension plans are assessed to be defined contribution plans. In Norway, ASA is subject to the requirements of the Mandatory Company Pensions Act, and ASA\u2019s pension plan follows its requirements. In the US, the Group offers a Safe Harbor 401(k) salary deferral participation retirement plan to all employees. As of 31 December 2025 and 2024, 153 and 141 employees participated in the Group\u2019s pension plans, respectively.
The Group\u2019s pension plan provisions require the Group to pay premiums to public or private administrative pension plans on a mandatory, contractual, or voluntary basis. There are no further obligations once the annual premiums are paid. The premiums are accounted for as personnel expenses as soon as they are incurred. Prepaid premiums are accounted for as an asset to the extent that future benefits can be determined as plausible.
For the years ended 31 December 2025 and 2024, the Group\u2019s total pension cost consisted of USD 0.5m and USD 0.4m, respectively, and are included as part of salary and personnel costs in the accompanying consolidated statements of operations.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21
Related Party Transactions
During the ordinary course of business, the Group engages in transactions with related parties similar to what management believes would have been agreed upon between unrelated parties.
As of 31 December 2024, the Group had USD 0.9m, due from NovoMar and the amounts are included as part of the Group\u2019s current trade and other receivables balance in the accompanying consolidated statements of financial position. As of 31 December 2024, the Group fully provisioned the outstanding USD 0.9m receivable balance due from NovoMar and is reflected as part of the Group\u2019s provision for bad debt in the accompanying consolidated statements of financial position. NovoMar is owned by a related party to the former CEO serving until 2024.
Bridge loan
On August 15, 2025, the company entered into a bridge loan agreement (the \u201cBridge Loan\u201d) of USD 6 million, that was later extended to USD 8 million, with Condire Management L.P. (\u201cCondire\u201d), one of its ultimate investors, Nordlaks Holding AS, one of its ultimate investors, and Strawberry Capital, one of its ultimate investors. The Bridge Loan had an origination fee of 10%, (paid-in-kind), and beard an annual interest rate of 10% (paid-in-kind). The Bridge Loan, included accrued origination fee and interests of USD 0.9 million, was converted into the Convertible Debt 2 mentioned below on October 1, 2025.
Convertible Debt
On 30 September 2024, the Group entered into a convertible debt agreement (the \u201cConvertible Debt\u201d) with Condire Management L.P. (\u201cCondire\u201d), one of its ultimate investors, for USD 20.0m (NOK 213.9m). The Convertible Debt bears an annual interest rate of 10.0% (paid-in-kind every six months) and matures on 10 October 2030 (six years after the date in which the Convertible Debt funds were disbursed). A conversion may be exercised by Condire if the Group completes future capital raises(s) of USD 100.0m or more with a conversion price of NOK 0.13 per share (prior to the 200:1 reverse stock split, which equals NOK 26.0 after the reverse stock split) with an adjustment by multiplying said conversion price immediately prior to the triggering event date by 0.88.
On 1 October 2025, the Group entered into a convertible debt agreement (the \u201cConvertible Debt 2\u201d) with a group of 17 investors, for a total convertible loan of USD 59 million, including the merge of the Convertible Debt from 2024 into Convertible Debt 2, conversion of the Bridge Loan into Convertible Loan 2 and all fees, of which Condire Management L.P. (\u201cCondire\u201d), one of its ultimate investors holds 52%, Nordlaks Holding AS, one of its ultimate investors holds 23%, and Strawberry Capital one of its ultimate investors holds 7% and also employs the chairman, bears an annual interest rate of 10% (paid-in-kind every six months) and matures on 1 October 2030 (five years after the date in which the Convertible Debt 2 funds were disbursed). All lenders, including related parties, were granted 15% commitment fee (paid-in-kind) on a total of USD 35.4 million in new capital provided. A conversion may be exercised by the lenders with a conversion price of NOK 10.00 per share and with mechanisms to adjust the conversion price based on future capital raises at lower share price, future additional convertible debt at lower conversion price, if conversion is related to the financing of phase 2 expansion, if there is a consolidation, reclassification, redesignation or subdivision affecting the number of shares or if the company pays dividends.
Because of the mechanisms to adjust the conversion price, the conversion options are not \u201cfixed for fixed\u201d and thus there are no equity components in the convertible debt. Therefore, rather than separate the embedded derivatives, the Group designated the entire hybrid contract at fair value through profit and loss in accordance with IFRS 9. 4.3.5.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22
Contingencies and Legal Claims
The Group has evaluated contingencies and legal claims from 31 December 2025 through the date in which the consolidated financial statements were issued.
The Group is currently involved in an arbitration against OHLA Building, Inc. (\u201cOHL\u201d), who performed work in connection with the construction of Phase 1 of the Miami Bluehouse, which is ongoing and not settled as of the date of this report. OHL has made a claim for the Group\u2019s alleged failure to pay for approved work and change order, in the aggregate amount of approximately USD 5.6m, and reimbursement of attorneys\u2019 fees and interest. The Group is denying that there has been a failure of payment, and has filed a counterclaim in the arbitration, in the aggregate amount of USD 20.0m (such number may be adjusted up significantly later in the process), on the grounds of alleged faulty workmanship by OHL and its subcontractors. In connection with the dispute with OHL, the sub-contractors Billund Aquaculture A/S (\u201cBillund Design\u201d), a company that was engaged by the Group for design work related to Phase 1 and acted as sub-contractor to OHL in the construction of Phase 1, and Billund Aquaculture US Corp. (\u201cBillund Construction\u201d), a company that was engaged by OHL as a sub-contractor to OHL in the construction of Phase 1, have also each become party to the arbitration process. The Group, OHL, Billund Design and Billund Construction participated in a mediation with a view to reach an amicable solution in October 2022. Such mediation was unsuccessful, and the matter moved forward to a formal arbitration hearing and is currently underway and expected to be concluded, at the earliest, in H2 2026.
During 2024 Billund Aquaculture A/S became insolvent and filed for bankruptcy which might affect Atlantic Sapphire\u2019s probability for receiving any payments if Atlantic Sapphire claim would be resolved in Atlantic Sapphire\u2019s favor.
The Group is currently involved in litigation with Daikin Applied Americas who supplied mobile water chillers until autumn 2023. Daikin has made a claim for the Group\u2019s alleged failure to pay for damages to the chillers in the aggregate amount of approximately USD 5.3m, and reimbursement of attorneys\u2019 fees and interest.
As of 31 December 2025 and 2024, no claim receivable or payable was recognized within the consolidated financial statements given the ongoing nature of the legal claim and the uncertainty of settlement towards either party as of the reporting dates and as of the date of this report.
ATLANTIC SAPPHIRE CONSOLIDATED FINANCIAL STATEMENTS
ASA has evaluated subsequent events from 31 December 2025 through the date in which the financial statements were issued.
On 27 March 2026 the Group announces that it has entered into a bridge loan agreement for an aggregate amount of up to USD 10 million (the \u201cBridge Loan\u201d). The Bridge Loan is provided on the key terms as follows:
\u2022\tAmount: Up to USD 10,000,000, payable in two tranches of USD 5,000,000 each
\u2022\tInterest: 12% per annum
\u2022\tOrigination fee: 15% of principal
\u2022\tMaturity: 15 May 2026, subject to extension if the parties reach agreement on the Potential Refinancing
\u2022\tRanking: The Bridge Loan will rank senior to the Group\u2019s existing convertible loan.
Potential Refinancing
The Group also has broader refinancing discussions with an Investor Group, which represents approximately 63% of the Company\u2019s shares and approximately 93% of the outstanding convertible loan (the \u201cPotential Refinancing\u201d).
As per a report provided by the Company\u2019s independent financial advisors, the fair enterprise value of the Company is in the range of USD 25-75 million. The Company has financial debt in excess of USD 114 million. The Potential Refinancing sets out the framework for a comprehensive refinancing agreement between the Company and the Investor Group, which, subject to contract, includes the following key components:
\u2022\tVoluntary tender offer: The Investor Group would, through a special purpose vehicle (\u201cSPV\u201d), put forth a voluntary offer satisfying the terms and conditions of a mandatory offer (the \u201cTender Offer\u201d) to the existing shareholders of the Company (excluding the members of the Investor Group) to purchase, subject to applicable securities laws, all of the shares in the Company at an offer price of NOK 0.80 per share.
\u2022\tRights issue: Following completion of the Tender Offer, unless the Tender Offer would result in the Company\u2019s shares being de-listed from Euronext Oslo B\u00f8rs (the \u201cOSE\u201d), the Company would carry out a rights issue at a per share subscription price of NOK 0.1 for gross proceeds of a NOK amount equal to USD 15 million (the \u201cRights Issue\u201d). Transferable subscription rights would not be issued.
\u2022\tEquitization of the Bridge Loan: If the Company and the Investor Group enter into binding agreements with respect to the Potential Refinancing, theBridge Loan, unless the Bridge Loan has been previously repaid, shall be converted to equity at the same price per share as in the Rights Issue (NOK 0.1).
\u2022\tAmendments to the Convertible Loan: The Investor Group would agree to write off 23% of their 93% of the Convertible Loan and subsequently convert it into shares at the same price per share as in the Rights Issue (NOK 0.1). The holders of the remaining Convertible Loan would be granted an option to convert their loan at the same terms.
Effect on existing shareholders:
A refinancing in accordance with the Potential Refinancing would result in significant changes to the Company\u2019s capital structure, substantial dilution and could lead to a compulsory acquisition of existing shareholders. The board notes that the Company\u2019s shares currently trade at price levels that do not reflect the value of the Company\u2019s equity as appraised by the Company\u2019s independent advisors, and hence also at price levels far exceeding the price levels at which the transactions contemplated above would be carried out. The Group is discussing the terms and conditions of the Bridge Loan and the Potential Refinancing with the Investor Group. Arctic Securities has been engaged as financial advisor to the Company to support work towards a long-term financing solution. Further updates will be provided when available.
Any such offer would be structured to satisfy the requirements of a mandatory offer under the Norwegian Securities Trading Act, without any acceptance level condition and forms part of a broader potential refinancing of the Company.
The launch of the potential mandatory offer and the terms of the Potential Refinancing remain subject to ongoing discussions, and no binding agreement has been concluded. The Company will provide further updates as appropriate.
In line with its fiduciary duties, the Board will continue to evaluate all available alternatives to secure the best possible outcome for the Company and its stakeholders and welcomes engagement from any parties who may be able to contribute to a successful refinancing.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:2138007BY85FI48VX666", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } } } }