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Item 1. Financial Statements

2025-06-23 compared with 2025-04-16 · 345 added, 294 removed, 895 unchanged (42% of the section changed)

3 unchanged sentences

(Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

For the nine months ended April 30, 2025 and 2024 (unaudited)

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Condensed Consolidated Interim Balance Sheets as of January 31, 2025 and July 31, 2024

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2025 and 2024

Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and six months ended January 31, 2025 and 2024

Condensed Consolidated Interim Statements of Cash Flows for the six months ended January 31, 2025 and 2024

Condensed Consolidated Interim Balance Sheets as of April 30, 2025 and July 31, 2024

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and nine months ended April 30, 2025 and 2024

Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and nine months ended April 30, 2025 and 2024

Condensed Consolidated Interim Statements of Cash Flows for the nine months ended April 30, 2025 and 2024

Notes to the Condensed Consolidated Interim Financial Statements

3 unchanged sentences

Current assets

Trade receivable

GST receivable

Corporate taxes receivable

Subscription receivable

Deferred financing costs

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Additional paid in capital

Subscription receivable

Accumulated other comprehensive loss

6 unchanged sentences

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited - Expressed in United States dollars)

ended January

Cost of sales

Operating expenses

4 unchanged sentences

Total operating expenses

Other income (loss)

Interest expense

8 unchanged sentences

Foreign exchange gain

Total other income (loss)

Net income (loss)

Other comprehensive gain (loss)

Foreign currency translation

Net loss and comprehensive loss

Weighted average number of common shares outstanding – Basic and diluted

Loss per share – Basic and diluted

Net income (loss) and comprehensive income (loss)

Weighted average number of common shares outstanding – Basic

Weighted average number of common shares outstanding –

Income (Loss) per share – Basic

Income (Loss) per share – Diluted

See accompanying notes to the condensed consolidated interim financial statements.

2 unchanged sentences

(Unaudited - Expressed in United States dollars)

Paid-in Capital

Additional Paid-

comprehensive

6 unchanged sentences

Foreign currency translation

Balance, January 31, 2024

Balance, April 30, 2024

Balance, July 31, 2024

15 unchanged sentences

Shares issued for services

Shares issued for ELOC drawdown

Share issuance costs

Foreign currency translation

Balance, January 31, 2025

Balance, April 30, 2025

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

Paid-in Capital

Additional Paid-

comprehensive

1 unchanged sentence

shareholders’

Balance, October 31, 2023

Balance, January 31, 2024

Share based compensation - RSUs

1 unchanged sentence

Foreign currency translation

Balance, April 30, 2024

Balance, January 31, 2025

Balance, October 31, 2024

Share based compensation - RSUs

Share based compensation - Options

Stock options reclassified to liabilities on RTO

Conversion option derivative transferred to equity

Gain on modification of debt with related parties

Recapitalization on RTO

Shares for settlement of debt

Shares issued in connection with RTO

Shares issued for acquisition of associate

Shares issued for PIPE financing

Shares issued for carbon credit purchases

Shares issued for ELOC commitment

Shares issued for services

Shares issued for ELOC drawdown

Share issuance costs

Foreign currency translation

Balance, January 31, 2025

Balance, April 30, 2025

See accompanying notes to the condensed consolidated interim financial statements.

2 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the six months ended January 31,

For the nine months ended April 30,

Operating activities

14 unchanged sentences

Changes in non-cash working capital items:

Trade receivable

GST receivable

11 unchanged sentences

Proceeds from PIPE financing

Proceeds from ELOC drawdown

Net cash provided by financing activities

3 unchanged sentences

Supplemental information:

Interest paid

Financing costs in accounts payable and accrued liabilities

Fair value of warrants exercised

9 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

For the nine months ended April 30, 2025 and 2024

Nature of operations

18 unchanged sentences

GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S.

Securities and Exchange Commission (the “SEC”), effective for

the six months ended January 31, 2025.

Securities and Exchange Commission (the “SEC”), effective

for the nine months ended April 30, 2025.

Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S.

13 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

For the nine months ended April 30, 2025 and 2024

Basis of preparation (continued)

2 unchanged sentences

assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

As at January 31, 2025, the Company has a working capital

deficit, incurred negative cash flows and losses since inception and has generated no revenue to date.

The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon

its ability to raise adequate financing from external sources and generate profits and positive cash flows from operations.

As at April 30, 2025, the Company has a working capital deficit

and incurred negative cash flows and losses since inception.

The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon its ability to raise adequate financing

from external sources and generate profits and positive cash flows from operations.

The Company will require additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes.

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consolidation.

As of January 31, 2025, the Company’s subsidiaries were:

As of April 30, 2025, the Company’s subsidiaries were:

Name of subsidiary

24 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

For the nine months ended April 30, 2025 and 2024

Basis of preparation (continued)

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This is because

the remaining 50 % is held by one party and its affiliates and the operating agreement of MSP dictates that the other majority

shareholder shall manage the affairs of MSP.

the remaining 50 % is held by one party and its affiliates and the operating agreement of MSP dictates that the other shareholder shall

manage the affairs of MSP.

The Company considers that it has significant influence over MSP based on its share of ownership, and accounts for the investment for using the equity method of accounting.

12 unchanged sentences

Changes in these input assumptions can significantly affect the fair value estimate.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Basis of preparation (continued)

Fair value of consideration in De-SPAC transaction

5 unchanged sentences

pricing model which utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Basis of preparation (continued)

Emerging growth company

The Company will be an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the

The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being

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issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Significant accounting policies (continued)

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a

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option issuance and as of each subsequent quarterly period end date while the stock options are outstanding.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Significant accounting policies (continued)

For issued or modified stock option that meet all of the criteria for equity classification, the stock options are required to be recorded

12 unchanged sentences

Stop-loss provision liabilities

Certain contracts entered into for the purchases of

Certain contracts entered into for the purchase of

carbon credits which were settled in shares include stop-loss provisions that requires the Company to issue additional shares of the Company to the sellers, representing the shortfall between the agreed upon value of the purchased credits and the

2 unchanged sentences

The Company accounts for stop-loss provision liabilities in accordance with ASC Topic 450, Contingencies (“Topic 450”) and Distinguishing Liabilities from Equity (“Topic 480”).

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Significant accounting policies (continued)

A loss contingency is accrued if it is both probable and reasonably estimable.

7 unchanged sentences

On September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October

29, 2024), the Company entered into a BCA with Devv Holdings.

29, 2024), the Company entered into a Business

Combination Agreement (“BCA”) with Devv Holdings.

The transaction was structured as an amalgamation of Devv Holdings into a wholly owned subsidiary of the Company, following the Company’s redomiciling as an Alberta company, in order to

3 unchanged sentences

0.9692 basis.

All the outstanding Devv Holdings subordinate voting shares (“SVS”) are exchanged for common stock of the

All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the

Company on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”).

All the outstanding Devv Holdings multiple voting

shares (“MVS”), being the equivalent of 10 SVS, are exchanged for common stock of the Company on the basis of the Common Conversion

shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of the Company on the basis of the Common Conversion

In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on

1 unchanged sentence

The De-SPAC transaction was completed on November 6, 2024.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Reverse takeover (continued)

In consideration for the De-SPAC transaction, the Company issued 4,657,479 common stock to the former holders of SVS of Devv Holdings and 7,111,405 common stock to the former holders of MVS of Devv Holdings.

The former shareholders of the Company retained 5,159,209

In consideration for the De-SPAC transaction, the Company issued 4,657,479 common shares to the former holders of SVS of Devv Holdings and 7,111,405 common shares to the former holders of MVS of Devv Holdings.

The former shareholders of the Company retained 5,159,209 shares.

The fair value per share was estimated to be $ 0.61 (CAD$ 0.85 ) based on the last trading price of Devv Holdings on the Cboe Exchange.

As at November 6, 2024, the Company had 22,699,987 warrants outstanding, each exercisable at $ 1.52 for 0.9692 common stock, expiring on November 6, 2029.

As at November 6, 2024, the Company had 22,699,987 warrants outstanding, each exercisable at $ 1.52 for 0.9692 common shares, expiring on November 6, 2029.

The fair value of the warrants was estimated to be $ 7,196,286 based on the Black-Scholes Option Pricing Model using the following assumptions:

18 unchanged sentences

monetary assets acquired has been recognized as a reduction in equity.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

The purchase price is allocated as follows:

14 unchanged sentences

The fair value of the shares issued was $ 1,982,424 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Carbon credits (continued)

Stop-loss provision

2 unchanged sentences

The Company has assessed that the potential liability associated with the stop-loss

provision for carbon credits received as of January 31, 2025 is $ 1,024,713 .

provision for carbon credits received as of April 30, 2025 is $ 1,101,248 .

Deposit on carbon credits

1 unchanged sentence

The stop-loss provision related to these contracts has not been recognized.

As there is not yet certainty to the delivery of the credits, the obligation to issue additional shares is not probable as at January 31, 2025.

As there is not

yet certainty to the delivery of the credits, the obligation to issue additional shares is not probable as at April 30, 2025.

Impairment of carbon credits

3 unchanged sentences

contract and the Company has issued a demand letter to the vendor.

Management has assessed that it is improbable that these carbon credits will be received and has recorded an impairment charge of $ 658,800 during the six months ended January 31, 2025.

Management has assessed that it is improbable that these carbon credits will be received and has recorded an impairment charge of $ 658,800 during the nine months ended April 30, 2025.

The stop-loss provision related to this contract has not been recognized.

As the vendor is in breach of the contract, the

obligation to issue additional shares is not probable as at January 31, 2025.

One of the agreements provides for the vendor to return the consideration shares received for cancellation in return for the carbon credits if a registration statement does not become

effective within 45 days of the closing of the purchase agreement.

As this deadline was not met, the vendor has triggered this clause

under the agreement and is currently in negotiations with the Company to return 1,500,000 shares with a fair value of $ 549,000 issued under the contract in exchange for the carbon credits that were transferred to the Company.

Management has assessed that it is probable

that the carbon credits will be returned to the vendor and has recorded an impairment charge of $ 549,900 during the six months ended

January 31, 2025.

The stop-loss provision related to this contract has not been recognized.

As the Company will likely be cancelling the shares issued under the contract, the obligation to issue additional shares is not probable as at January 31,

obligation to issue additional shares is not probable as at April 30, 2025.

One of the agreements provides for the vendor to return the consideration shares received for cancellation in return for the carbon credits if a registration statement does not become effective within 45 days of the closing of the purchase agreement.

As this deadline was not met, the vendor has triggered this clause under the agreement and is currently

in negotiations with the Company to return 1,500,000 shares with a fair value of $ 549,000 issued under the contract in exchange for the carbon credits that were transferred to the Company.

Management has assessed that it is probable that the carbon credits

will be returned to the vendor and has recorded an impairment charge of $ 548,982 during the nine months ended April 30, 2025.

The stop-loss

provision related to this contract has not been recognized.

As the Company will be cancelling the shares issued under the contract, the obligation to issue additional shares is not probable as at April 30, 2025.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Investment in associate

3 unchanged sentences

At the time of acquisition, the 2,000,000 shares of MSP received by the Company represented 50 % of shares outstanding, and the initial balance of investment was determined to be $ 1,220,000 being the fair value of the shares issued by the Company in consideration for the exchange.

As at January 31, 2025, the Company’s share of ownership remained at 50 %.

As at April 30, 2025, the Company’s share of ownership remained at 50 %.

Management assessed that the Company has significant influence over MSP based on its share of ownership, and that the investment should be

3 unchanged sentences

Summarized balance sheet

January 31, 2025

April 30, 2025

Due from related parties

1 unchanged sentence

Start-up costs, net

Accrued liabilities

Accounts payable and accrued liabilities

Convertible notes

Total liabilities

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Investment in associate (continued)

Summarized statement of loss

November 6, 2024

to January 31,

November 6, 2024 to

April 30, 2025

Operating expenses

1 unchanged sentence

General and administrative expenses

Guaranteed payments

Legal and professional fees

5 unchanged sentences

Company’s share of loss

Balance as at January 31, 2025

Balance as at April 30, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Equity Line of Credit (“ELOC”)

5 unchanged sentences

Following the closing of

the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company will also issue to Helena I common shares equal to $ 125,000

the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company issued to Helena I common shares equal to $ 125,000

divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness date of such

Registration Statement and (ii) $ 0.75 .

As at January 31, 2025, the Helena I Registration Statement was not yet

effective and no amounts have been drawn against the ELOC.

On March 17, 2025, the Company issued 166,667 shares (Note 13) in satisfaction of this obligation.

On March 18, 2025, the Company and Helena entered into a first amendment to ELOC Agreement, which allows Helena to permit Secondary Advances, as

defined in the amendment, as well as to update references to “Common Stock” in the ELOC Agreement to “Common Shares” .

As at April 30, 2025, $ 481,530 have been drawn against t he ELOC through the issuance of 1,606,000 shares (Note 13) .

Accounts payable and accrued liabilities

April 30, 2025

July 31, 2024

3 unchanged sentences

Income taxes payable

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures

Devvio Tranche (Related Party Convertible Debt)

On January 12, 2024, the Company closed a unsecured convertible notes offering in the principal amount of $ 100,000 with Devvio that will bear interest at a rate of 5.3 %

On January 12, 2024, the Company closed an unsecured convertible notes offering in the principal amount of $ 100,000 with Devvio that will bear interest at a rate of 5.3 %

per annum, is payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted.

3 unchanged sentences

Devvio is a related party to the Company through its ownership of the Company’s shares, and one of Devvio’s

officers, directors and principal owners was a director of the Company during the year ended July 31, 2024 and the six months ended January 31, 2025.

officers, directors and principal owners was a director of the Company during the year ended July 31, 2024 and the nine months ended April 30, 2025.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the

5 unchanged sentences

If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.

In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 ( 270 days from the issuance date of the notes) and the termination of the business combination agreement for the De-SPAC transaction, the principal and accrued interest are

convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows:

units consisting of one SVS and half

of a share purchase warrant, at the option of the lender, as follows:

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

At a conversion price equal to the greater of (a) the 30-day volume weighted average trading price (“VWAP”) of the shares

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liability at issuance was estimated to be $ 45,000 using the Monte Carlo model.

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely

related to the host contract.

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and

closely related to the host contract.

On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest

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Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required.

fair value of the conversion option was remeasured on November 6, 2024 to be $ 176,000 and was transferred into equity The fair value

fair value of the conversion option was remeasured on November 6, 2024 to be $ 176,000 and was transferred into equity.

The fair value

was estimated using the Black-Scholes Option Pricing mode using the following assumptions:

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volatility - 275 %, risk-free interest rate – 3.10 % and an expected remaining life – 0.6 years .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

On November 12, 2024, the maturity of the Devvio Tranche was extended to May 30, 2025.

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on January 9, 2024, $ 100,000 on March 28, 2024, $ 100,000 on April 19, 2024, and $ 50,000 on June 13, 2024.

The debentures will bear interest at a rate

of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction (Note 4) and the

debentures are not converted.

The debentures will

bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC

transaction (Note 4) and the debentures are not converted.

The maturity date for all advances was November 6, 2024.

The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity

date without notice or a penalty payment.

The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any

time prior to the maturity date without notice or a penalty payment.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the

1 unchanged sentence

At a conversion price equal to the greater of (a) a 25 % discount to the 20-day VWAP of the shares on the Cboe Exchange multiplied by the Common Conversion Ratio, and (b) $ 2.00 (the De-SPAC Floor Price”).

The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio.

The shares are thereafter exchanged for common shares of the Company at the Common Conversion Ratio.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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The total fair value of the derivative liabilities at the

various issuance dates for the proceeds received during the six months ended January 31, 2025 was estimated to be $ 65,750 as

various issuance dates for the proceeds received during the nine months ended April 30, 2025 was estimated to be $ 65,750 as

valued using the Monte Carlo model.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

The June 2024 Amendment had no impact on the classification of the convertible debenture and therefore, the conversion feature was considered a

2 unchanged sentences

As the conversion option was bifurcated before and after the modification, the change in the fair value of the conversion feature was recognized as

the loss on revaluation of the derivative liabilities through the consolidated statement of operations and comprehensive loss.

the loss on revaluation of the derivative liabilities through the consolidated statement of operations and comprehensive income (loss).

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely

5 unchanged sentences

Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $ 0.867 per share.

The Company retains the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date

without notice or a penalty payment.

The Company retains the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the

maturity date without notice or a penalty payment.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $ 21,130 , were not converted into the New Focus Impact Partners Convertible Debt, and were transferred to accrued liabilities of the Company.

1 unchanged sentence

conversion option was bifurcated before the amendment but not bifurcated after the amendment, a change in the fair value of the conversion option of over 10 % of the of the carrying amount of the original debt without the bifurcation at inception constitutes a substantial change.

Immediately prior to the November 2024 Amendment, the value of the conversion

feature associated with the Focus Impact Partners Grid Note was $ 2,250,000 .

The fair value of the conversion feature was $ 59,000 after the November 2024 Amendment as estimated using the Monte Carlo model.

Immediately prior to the November 2024 Amendment, the value

of the conversion feature associated with the Focus Impact Partners Grid Note was $ 2,250,000 .

The fair value of the conversion

feature was $ 59,000 after the November 2024 Amendment as estimated using the Monte Carlo model.

With the 10 % test being met, extinguishment accounting was applied.

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DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

In the event the Company does not complete a De-SPAC transaction at the later of January 18, 2025 ( 270 days from the issuance date of the notes) and the termination of the BCA for the De-SPAC transaction, the principal and accrued interest are convertible into units

consisting of one SVS and half

of a share purchase warrant, at the option of the lender, as follows:

warrant, at the option of the lender, as follows:

At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$ 0.475 .

3 unchanged sentences

The conversion price is subject to certain anti-dilution provisions.

The Environn Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature

The Envviron Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature

which is an embedded derivative that required bifurcation.

2 unchanged sentences

issuance was estimated to be $ 2,750 using the Monte Carlo model.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Convertible debentures (continued)

The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and

11 unchanged sentences

Debt Assumed on RTO

Upon the completion of the De-SPAC transaction (Note 4), the Company assumed two unsecured promissory notes amounting to $ 3,000,000 issued to Focus

Impact Sponsor, LLC (the “Focus Impact Sponsor”), a significant shareholder of the Company.

Upon the completion of the De-SPAC transaction (Note 4), the Company assumed two unsecured promissory notes amounting to $ 3,000,000 issued to Focus Impact Sponsor, LLC (the

“Focus Impact Sponsor”), a significant shareholder of the Company.

The promissory notes were interest-free and had a maturity date on the completion of the De-SPAC transaction (Note 4).

Upon the completion of the

De-SPAC transaction, $ 1,500,000 of the promissory notes was convertible into warrants of the Company at a price of $ 1.00 per warrant.

The Company also assumed $ 345,000

of accrued administrative fees owing to Focus Impact Partners.

On November 13, 2024, the Company issued new convertible notes totaling $ 3,345,000 , bearing interest of 5.3 % per annum, with a maturity date of

November 13, 2026 (“New Convertible Debt”), in exchange for the cancellation of the assumed debt described above.

Upon the completion of the De-SPAC transaction, $ 1,500,000 of the promissory notes was convertible into warrants of the Company at a price of $ 1.00 per warrant.

The Company also assumed $ 345,000 of

accrued administrative fees owing to Focus Impact Partners.

On November 13, 2024, the Company issued new convertible notes totaling $ 3,345,000 , bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New

Convertible Debt”), in exchange for the cancellation of the assumed debt described above.

The principal loan amount and any accrued interest under the New Convertible Debt are convertible into common stock of the Company at the option of the holder at a

3 unchanged sentences

the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

As the conversion feature was not bifurcated before and after the amendment, a difference in the present value of cash flows under the terms of the new debt

11 unchanged sentences

On December 18, 2024, the Company executed and delivered to the Secured Parties the Security Agreement.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Additional Focus Impact Partners Convertible Debt (Related Party Convertible Debt)

On March 19, 2025, the Company closed a convertible note offering in the

principal amount of $ 218,000 with Focus Impact Partners that will bear interest at a rate of 5.3 % per annum, with a maturity date of March 19, 2027 (“Additional Convertible Debt”).

The principal loan amount and any accrued interest under the Additional Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price

of the Company’s shares.

The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.

Due to the absence of a floor conversion price, the Additional Convertible Debt was determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that

required bifurcation.

On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component.

The fair value of the derivative liabilities at issuance was estimated to be $ 72,500 as valued using the Monte Carlo model.

The fair value of the derivative liabilities during the nine months ended April 30, 2025 was

estimated to be $ 72,500 as valued using the Monte Carlo model.

A continuity of the Company’s convertible debentures is as follows:

7 unchanged sentences

Assumed on RTO

Balance as at January 31, 2025

The face value of the convertible debentures as of January 31, 2025 was $ 4,332,650 .

Balance as at April 30, 2025

The face value of the convertible debentures as of April 30, 2025 was $ 4,550,650 .

Below is a continuity of the embedded derivative liabilities:

6 unchanged sentences

Transferred to equity

Balance as at January 31, 2025

Balance as at April 30, 2025

In connection with the issuance of the convertible debentures during the year ended July 31, 2024, the Company incurred $ 40,227 in directly attributable transaction costs.

4 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Convertible debentures (continued)

For the nine months ended April 30, 2025 and 2024

The key inputs used in the Monte Carlo model for the derivative liabilities were as follows:

4 unchanged sentences

the period ended

January 31, 2025)

January 31, 2025

April 30, 2025)

April 30, 2025

Probability of De-SPAC Transaction closing

12 unchanged sentences

0.718 – 0.734

As at January 31,

2025, the conversion option attached to all of the convertible debt meet the definition of equity under Topic 815, and are accordingly no longer presented as derivative liabilities.

As at April 30, 2025, the conversion options attached to the Devvio Tranche, the Focus Impact Partners Convertible Debt, the Envviron Tranche, and the New Convertible Debt

meet the definition of equity under Topic 815, and are accordingly no longer presented as derivative liabilities.

Only the conversion option attached to the Additional Convertible Debt is presented as derivative liabilities.

Mandatory convertible debentures

5 unchanged sentences

In the event the Company does not complete a De-SPAC transaction by October 8, 2024 ( 270 days from the issuance date of the notes), the principal and accrued interest are automatically convertible into units consisting of one SVS and half of a share purchase warrant, as follows:

Mandatory convertible debentures (continued)

At a conversion price equal to the greater of (a) the 30-day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$ 1.03 .

10 unchanged sentences

debentures were revalued to $ 57,000 using a Monte Carlo Simulation and were converted to 22,448 shares of the Company.

The debenture holders were also supposed to receive 11,224 warrants.

As of the date of these financial statements, these warrants have not yet been issued.

The Company recorded a gain on revaluation during the six months ended January 31,

2025 of $ 70,500 .

In connection with the issuance of these mandatory convertible debentures, the Company incurred $ 7,545 in directly attributable transaction costs which were recorded immediately in the consolidated statement of profit and loss as general and administrative expenses.

The debenture holders were al so supposed to receive 11,224 warrants, which have fair value of $ 456 as of April 30, 2025 .

As of the date of these financial

statements, these warrants have not yet been issued.

The Company recorded a gain on revaluation during the nine months ended April 30, 2025 of $ 70,500 .

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Mandatory convertible debentures (continued)

For the nine months ended April 30, 2025 and 2024

Continuity of the Company’s mandatory convertible debentures is as follows:

4 unchanged sentences

Conversion of debentures

Balance as at January 31, 2025

Balance as at April 30, 2025

The key inputs used in the Monte Carlo model for the revaluation of the mandatory convertible debentures as at July 31, 2024 are set out in the table

11 unchanged sentences

Foreign exchange rate

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Warrant liabilities

17 unchanged sentences

during the three months ended October 31, 2024, the exemption under ASC 718-10-25-14A is met and the Broker Warrants remain equity classified.

Changes to warrant liability during the six months ended January 31, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Changes to warrant liability during the nine months ended April 30, 2025

On October 8, 2024, the Company’s mandatory convertible debentures were automatically converted to shares of the Company.

11 unchanged sentences

immediately preceding the exercise of $ 303,492 and the previously measured fair value of these warrants on August 1, 2024 of $ 141,096 was recognized as a change in fair value of the warrant liabilities of $ 162,396 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Warrant liabilities (continued)

On November 4, 2024, 929,838 liability

10 unchanged sentences

The fair value of the warrants were $ 7,196,286 upon issuance.

As at January 31, 2025, the fair value of the liability classified warrants were remeasured at $ 7,345,642 using the Black-Scholes option pricing model, with the following assumptions (weighted average):

As at April 30, 2025, the fair value of the liability classified warrants were remeasured at $ 1,703,857 using the Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 2.67 % and an expected remaining life of 4.49

The Company recognized ($ 146,552 ) as a change in fair value for the period ended January 31, 2025.

The Company recognized ($ 5,788,337 ) as a change in fair value for the period ended April 30, 2025.

Warrant liabilities (continued)

The following is a continuity of the Company’s derivative warrant liabilities:

7 unchanged sentences

Change in fair value of warrant liabilities

Balance as at January 31, 2025

Balance as at April 30, 2025

Stock option liabilities

14 unchanged sentences

Pursuant to ASC 815-40-35-9, the difference is recognized within equity.

Changes to stock option liability during the six months ended January 31, 2025

As at January 31, 2025, the fair value of the liability classified stock options were remeasured at $ 152,631 using Black-Scholes option pricing model, with the following assumptions (weighted average):

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Changes to stock option liability during the nine months ended April 30, 2025

As at April 30, 2025, the fair value of the liability classified stock options were remeasured at $ 35,649 using Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 96 %, risk-free interest rate – 2.79 % and an expected remaining life of 5.48

The Company recognized ($ 177,459 ) as a change in fair value for the period ended January 31, 2025.

The Company recognized ($ 294,441 ) as a change in fair value for the period ended April 30, 2025, which is presented within salaries

The following is a continuity of the Company’s derivative stock option liabilities:

2 unchanged sentences

Change in fair value of stock option liabilities

Balance as at January 31, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Balance as at April 30, 2025

Share capital

2 unchanged sentences

Shares issued

Shares issued during the six months ended January 31, 2025

Shares issued during the nine months ended April 30, 2025

On September 5, 2024, the Company issued 15,963

18 unchanged sentences

Upon the closing of the De-SPAC transaction, the Company issued 3,000,522 replacement shares to the Focus Impact Sponsor.

As Focus Impact Sponsor transferred the Sponsor Shares on behalf of the Company, and assumed the risk of the De-SPAC

transaction not occurring (wherein Devv Holdings and Devv Corp would not have been obliged to compensate Focus Impact Sponsor in that eventuality), the transaction is more akin to a capital transaction per ASC 470-50-40-2, to

reflect the risk undertaken by Focus Impact Sponsor in its capacity as a significant shareholder of the Company.

As Focus Impact Sponsor transferred the Sponsor Shares on behalf of the Company, and assumed the risk

of the De-SPAC transaction not occurring (wherein Devv Holdings and Devv Corp would not have been obliged to compensate Focus Impact Sponsor in that eventuality), the transaction is more akin to a capital transaction per ASC

470-50-40-2, to reflect the risk undertaken by Focus Impact Sponsor in its capacity as a significant shareholder of the Company.

As such the gain on settlement of $ 8,693,082 was recognized in equity.

shares to various parties for gross proceeds of $ 2,250,000 , of which $ 20,000 remain receivable as of January 31, 2025.

shares to various parties for gross proceeds of $ 2,250,000 , of which $ 20,000 remain receivable as of April 30, 2025.

shares with a fair value of $ 305,000 as a commitment fee in connection the ELOC Agreement with Helena I (Notes 7 and 17).

2 unchanged sentences

purchases (Note 5).

On November 13, 2024, the Company issued 557,290

shares with a fair value of $ 585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement

On December 27, 2024, the Company issued 412,478

shares with a fair value of $ 317,608 in settlement of accounts payable and accrued liabilities with various vendors of the Company,

in the amount of $ 1,225,000 , and recognized a gain on settlement of $ 907,392 .

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

For the nine months ended April 30, 2025 and 2024

Share capital (continued)

Shares issued (continued)

Shares issued during the six months ended January 31, 2024

On November 13, 2024, the Company issued 557,290 shares with a fair value of $ 585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement (Note 17).

On December 27, 2024, the Company issued 412,478

shares with a fair value of $ 317,608 in settlement of accounts payable and accrued liabilities with various vendors of the Company,

in the amount of $ 1,225,000 , and recognized a gain on settlement of $ 907,392 .

On March 17, 2025, the Company issued 166,667

shares with a fair value of $ 58,333 in accordance with the ELOC Agreement with Helena I (Note 7) in satisfaction of the $ 125,000 commitment (Note 17) upon the effectiveness of the Helena I Registration Statement.

In March 2025, the Company issued 1,606,000

shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 481,530 .

Shares issued during the nine months ended April 30, 2024

On August 4, 2023 the Company issued 91,760 shares

11 unchanged sentences

Issued on RTO (Note 4)

Balance, January 31, 2025

As at January 31, 2025, the following share purchase warrants were outstanding:

Balance, April 30, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Share capital (continued)

As at April 30, 2025, the following share purchase warrants were outstanding:

Number of warrants outstanding

7 unchanged sentences

The Company has 11,224 warrants

with an exercise price of CAD$ 6.73 to be issued as of January 31, 2025 .

with an exercise price of CAD$ 6.73 to be issued as of April 30, 2025 .

The continuity of the Company’s stock options is as follows:

2 unchanged sentences

Outstanding, October 31, 2024 and July 31, 2024

Outstanding, January 31, 2025

Outstanding, April 30, 2025

Exercisable, July 31, 2024

Exercisable, January 31, 2025

As at January 31, 2025, the weighted average remaining contractual life of outstanding options is 5.59 years (July 31, 2024 – 7.09 years).

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital (continued)

Options (continued)

As at January 31, 2025, the following stock options were outstanding and exercisable:

Exercisable, April 30, 2025

As at April 30, 2025, the weighted average remaining contractual life of outstanding options is 5.15 years (July 31, 2024 – 7.09 years).

As at April 30, 2025, the following stock options were outstanding and exercisable:

Number of options

8 unchanged sentences

February 6, 2033

No stock options were issued during the six months

ended January 31, 2025 and 2024.

March 26, 2030

Stock options issued during the nine months ended April 30, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Share capital (continued)

On March 26, 2025, 500,000 stock options with an

exercise price of $ 0.23 and a term of 5 years was granted to officers of the Company.

One-third of the options vest 12 months from grant date, and the

remaining two-thirds vest monthly in 24 equal installments.

The stock options are equity classified.

Stock options issued during the nine months ended April 30, 2024

No stock options were granted during the nine months

ended April 30, 2024.

Share-based compensation – Options

Share-based payments relating to the vesting of options for the six months ended January 31, 2025 was $ 47,191 (2024 - $ 434,605 ) and is recorded as salaries and wages on the

consolidated statement of operations.

As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, all stock options outstanding are liability classified (Note 12).

Share-based payments relating to the vesting of options for the nine months ended April 30, 2025 was $ 52,855 (2024 - $ 572,041 ) and is recorded as salaries and wages

on the consolidated statement of operations.

As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, 586,494 stock options outstanding are liability classified (Note 12).

As of April 30, 2025, the total intrinsic value of options outstanding and exercisable was $ Nil and $ Nil , respectively.

The intrinsic value of outstanding stock options

is based on the company’s closing stock price on April 30, 2025.

Restricted stock units (“RSUs”)

3 unchanged sentences

Outstanding, July 31, 2024

Outstanding, January 31, 2025

No RSUs were granted during the six months ended January 31, 2025 and 2024.

As at January 31, 2025, the Company had 1,177,300

(July 31, 2024 – 1,214,841 ) restricted stock units (“RSUs”) outstanding, of which 571,361 (July 31, 2024 – 259,988 ) had vested.

All vested RSU’s

are to be settled by December 31 st of the calendar year in which the RSUs vest.

As at January 31, 2025, the following RSUs were outstanding and vested:

Outstanding, April 30, 2025

RSUs granted during the nine months ended April 30, 2025

On March 26, 2025, 305,867 restricted stock units

were granted to an officer of the Company.

70 % of the RSUs vest on grant date, the remaining restricted stock units vest in equal 15 % installments annually.

RSUs granted during the nine months ended April 30, 2024

No RSUs were granted during the nine months ended

April 30, 2024.

As at April 30, 2025, the Company had 1,483,167 (July

31, 2024 – 1,214,841 ) restricted stock units (“RSUs”) outstanding, of which 1,009,027 (July 31, 2024 – 259,988 ) had vested.

RSU’s are to be settled by December 31 st of the calendar year in which the RSUs vest.

As at April 30, 2025, the following RSUs were outstanding and vested:

Number of RSUs

5 unchanged sentences

July 30, 2024

March 26, 2025

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Share capital (continued)

Restricted stock units (“RSUs”) (continued)

For the nine months ended April 30, 2025 and 2024

Stock-based compensation – RSU’s

Share-based payments relating to the vesting of RSUs for the six months ended January 31, 2025 was $ 245,705 (2024 - $ 351,712 ) and is recorded as salaries and wages on the

consolidated statement of operations.

Share-based payments relating to the vesting of RSUs for the nine months ended April 30, 2025 was $ 431,722 (2024 - $ 476,709 ) and is recorded as salaries and wages

on the consolidated statement of operations.

Share capital (continued)

Weighted average common shares outstanding

Net income (loss)

Weighted average number of shares:

Issued common shares at the beginning of the period

Effect of common shares issued during the period

Weighted average number of shares - basic

Restricted Stock Units in issuance

Weighted average number of shares - diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

Related party transactions and balances

3 unchanged sentences

A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.

At January 31, 2025, the Company had amounts owing and accrued liabilities of $ 525,398 (July 31, 2024 - $ 478,072 ) payable to directors and officers of the

Company for salaries, expense reimbursements and professional fees.

At April 30, 2025, the Company had amounts owing and accrued liabilities of $ 484,911 (July 31, 2024 - $ 478,072 ) payable to directors and officers of the Company for salaries,

expense reimbursements and professional fees.

These amounts are non-interest bearing and have no terms of repayment.

During the six months ended January 31, 2025, the Company accrued wages and management fees of $ 380,000 and $ 100,000 (2024 - $ 323,770 and $ 84,920 ), respectively, to officers of the Company.

During the six months ended January 31, 2025, the Company accrued interest of $ 76,601 (2024 - $ 1,104 ) on convertible debentures payable to related parties

During the six months ended January 31, 2025, the Company amended the terms of convertible debentures payable to Focus Impact Partners and Focus Impact Sponsor (Note

During the six months ended January 31, 2025, the Company issued 557,290

During the nine months ended April 30, 2025, the Company accrued wages and management fees of $ 603,417 and $ 159,000 (2024 - $ 473,923 and $ 118,074 ), respectively, to

officers of the Company.

During the nine months ended April 30, 2025, the Company accrued interest of $ 149,905 (2024 - $ 7,224 ) on convertible debentures payable to related parties (Note 9).

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

During the nine months ended April 30, 2025, the Company amended the terms of convertible debentures payable to Focus Impact Partners and Focus Impact Sponsor, and

issued an Additional Convertible Note to Focus Impact Partners (Note 9).

During the nine months ended April 30, 2025, the Company issued 557,290

common shares with a fair value of $ 585,155 to Focus Impact Partners in consideration for a strategic consulting agreement (Note 13).

Related party transactions and balances (continued)

During the year ended July 31, 2024, the Company issued convertible debentures to Devvio and Envviron (Note 9).

During the six months ended January 31, 2025, these

During the nine months ended April 30, 2025, these

loans were amended to extend their maturities.

1 unchanged sentence

Financial instruments

As at January 31, 2025, the Company’s financial instruments consist of cash, GST receivable, corporate taxes receivable, subscription receivable, deposit on carbon

credits purchase, accounts payable and accrued liabilities, convertible debentures, mandatory convertible debentures, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities.

classifies cash, GST receivable, corporate taxes receivable, subscription receivable and deposit on carbon credits purchase as financial assets held at amortized cost.

The Company classifies accounts payable and accrued liabilities as financial

liabilities which are held at amortized cost.

The Company’s mandatory convertible debentures, warrant liabilities, stock option liabilities, and stop loss provision liabilities are carried at FVTPL.

The Company’s convertible debentures are hybrid

instruments where the debt host component is held at amortized cost and the embedded derivative was measured at FVTPL, until upon their amendments (Note 9), or the completion of the De-SPAC transaction (Note 4) of the Company, when they met the

criteria for equity classification and were transferred to equity.

As at April 30, 2025, the Company’s financial instruments consist of cash, GST receivable, corporate taxes receivable, deposit on carbon credits purchase, accounts

payable and accrued liabilities, convertible debentures, mandatory convertible debentures, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities.

The Company classifies cash, GST receivable,

corporate taxes receivable, and deposit on carbon credits purchase as financial assets held at amortized cost.

The Company classifies accounts payable and accrued liabilities as financial liabilities which are held at amortized cost.

Company’s mandatory convertible debentures, warrant liabilities, stock option liabilities, and stop loss provision liabilities are carried at FVTPL.

The Company’s convertible debentures are hybrid instruments where the debt host component is held

at amortized cost and the embedded derivative was measured at FVTPL, until upon their amendments (Note 9), or the completion of the De-SPAC transaction (Note 4) of the Company, when they met the criteria for equity classification and were

transferred to equity.

The Company’s derivative liabilities and mandatory convertible debentures are level 3 financial instruments and its warrant liabilities and stock option liabilities

6 unchanged sentences

Any significant changes in unobservable inputs could result in significantly lower or higher fair value measurements.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Financial instruments (continued)

The risk exposure arising from these financial instruments is summarized as follows:

The Company’s financial assets are cash, GST receivable, corporate taxes receivable, subscription receivable, and deposit on carbon credits purchase.

The Company’s

maximum exposure to credit risk, as at period end, is the carrying value of its financial assets, being $ 992,488 .

The Company holds its

cash with a major financial institution and with a publicly traded payment processing company therefore minimizing the Company’s credit risk.

The Company’s financial assets are cash, trade receivable, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase.

The Company’s maximum

exposure to credit risk, as at period end, is the carrying value of its financial assets, being $ 975,650 .

The Company holds its cash

with a major financial institution and with a publicly traded payment processing company therefore minimizing the Company’s credit risk.

Liquidity risk

5 unchanged sentences

through the issuance of shares.

As at January 31, 2025, the Company had cash of $ 16,665

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Financial instruments (continued)

As at April 30, 2025, the Company had cash of $ 4,002

to settle the contractual obligation of current liabilities of $ 10,877,745 which fall due for payment within twelve months of the

3 unchanged sentences

its holdings or financial instruments.

At January 31, 2025, the Company has minimal exposure to these risks.

At April 30, 2025, the Company has minimal exposure to these risks.

Segmented information

5 unchanged sentences

Commitments and contingencies

On September 12, 2023, the Company amended their existing strategic partnership agreement with Devvio, a related party.

On September 12, 2023, the Company amended its existing strategic partnership agreement with Devvio, a related party.

The Company has committed to making specific payments to Devvio.

8 unchanged sentences

On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc.

for the use of certain technologies.

The Company has agreed to pay $ 42,000 within 15 days of the closing of the BCA.

Commencing January 1, 2025, the Company has agreed to pay an annual fee of $ 12,000 of the first day of each calendar year for

the use of the technology.

for the us e of certain technologies.

The Company has agreed to pay $ 42,000 within 15 days of the

closing of the BCA.

amount was paid on November 26, 2024.

Commencing January 1, 2025, the Company has agreed to pay an annual fee of $ 12,000

of the first day of each calendar year for the use of the technology.

The amounts due on January 1, 2025 are yet to be paid as of April 30, 2025.

The Company has accrued $ 4,000 in connection with the annual fee payable as of April 30, 2025.

29, 2024, the Company entered into the ELOC Agreement with Helena I (Note 7).

1 unchanged sentence

equal to $ 125,000 divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness date of such Registration Statement and (ii) $ 0.75 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the six months ended January 31, 2025 and 2024

Commitments and contingencies (continued)

The Company issued 166,667

shares in satisfaction of this commitment on March 17, 2025.

On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners

2 unchanged sentences

December 31, 2023.

Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $ 5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) the Company has 2 or more consecutive quarters of positive cash flow from operations.

Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $ 5,000,000 in outside debt and/or equity capital, cumulatively since th e period beginning December 31, 2023 or (b) the Company has 2 or more consecutive quarters of

positive cash flow from operations.

As of April 30, 2025, neither conditions have been met.

DevvStream Corp .

will pay the Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale,

divestiture, financing, refinancing, restructuring or other similar transaction.

The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended

for successive one-year periods at the end of each year unless either party provide a written notice of its desire not to

automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting

will pay the Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market

practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction.

The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year

periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120

days prior to the end of each year during the term of the Strategic Consulting Agreement.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business.

January 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material

effect on the results of the Company’s operations.

April 30, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect

on the results of the Company’s operations.

There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.

Subsequent events

NASDAQ Listing

On February 12, 2025, DevvStream Corp.

received a notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that, because the closing

bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq

Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock for the prior 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share.

The Company has 180 calendar days, or by August

13, 2025, to regain compliance with the minimum bid price requirement but could be eligible for an additional 180-day compliance period.

Issuance of shares

On March 17, 2025, the Company issued 166,667

shares in accordance with the ELOC Agreement with Helena I (Note 7) in satisfaction of the $ 125,000 commitment (Note 17) upon the

effectiveness of the Helena I Registration Statement.

In March 2025, the Company issued 1,606,000

In May 2025, the Company issued 3,346,000

shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 1,051,857 .

Related Party Convertible Debt

On March 19, 2025, the Company received an additional advance of $ 218,000 into the Focus Impact Partners Convertible Debt (Note 9).

Executive Officer Equity Awards

On March 26, 2025, the Board approved an award of 305,867 restricted stock units and 400,000

stock options to officers of the Company.

Return of carbon credits and cancellation of shares

On May 6, 2025, the Company entered into an agreement with a vendor of

carbon credits for the return of the 1,500,000 consideration shares received for cancellation in return for the carbon credits

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements