DevvStream Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Management’s evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act was performed under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer. The purpose of disclosure controls and procedures is to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Interim Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Changes in Internal Controls over Financial Reporting Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded that there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Management’s Report on Internal Control over Financial Reporting Based on an evaluation as of July 31, 2025, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below. 62 Table of Contents Material Weakness A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner. We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations. The above material weakness did not result in a material misstatement of our consolidated financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected. Remediation Activities We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively. ITEM 9B. OTHER INFORMATION. (a) None. (b) During the year ended July 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangements. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. 63 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. The information required by this item and not set forth below will be set forth in the sections headed “ Election of Directors ,” “ Executive Officers ” and “ Delinquent Section 16(a) Reports ” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed with the SEC within 120 days after the end of the fiscal year ended July 31, 2025 and is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this item will be set forth in the section headed “ Securities Authorized for Issuance Under Equity Compensation Plans ” and “ Security Ownership of Certain Beneficial Owners and Management ” in our Proxy Statement and is incorporated herein by reference. The information required by Item 201(d) of Regulation S-K will be set forth in the section headed “ Executive Compensation ” and “ Information Regarding the Board of Directors and Corporate Governance ” in our Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this item will be set forth in the section headed “ Transactions with Related Persons and Indemnification ” and “ Information Regarding the Board of Directors and Corporate Governance ” in our Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this item will be set forth in the section headed “ Principal Accountant Fees and Services ” in our Proxy Statement and is incorporated herein by reference. 64 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The documents filed as part of this report are as follows: 1. The financial statements and accompanying report of independent registered public accounting firm are set forth immediately following the signature page of this report on pages F-1 through F-18. 2. All financial statement schedules are omitted because they are inapplicable, not required or the information is included elsewhere in the financial statements or the notes thereto. 3. The exhibits required to be filed by this report or able to be incorporated by reference are listed in the “Exhibit Index” following the financial statements. (b) Other Exhibits Exhibits required by Item 601 of Regulation S-K are submitted (or incorporated by reference) and listed in a separate section herein immediately following the F pages under the heading “Exhibit Index” and are incorporated herein by reference. No exhibits in addition to those previously filed or listed in item 15(a) (3) and filed herein. I Not Applicable. ITEM 16. FORM 10-K SUMMARY None. 65 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 5, 2025 DEVVSTREAM CORP. By: /s/ Sunny Trinh Sunny Trinh Chief Executive Officer POWER OF ATTORNEY Each of the undersigned officers and directors of DevvStream Corp., hereby constitutes and appoints Sunny Trinh, their true and lawful attorney-in-fact and agent, for them and in their name, place and stead, in any and all capacities, to sign their name to any and all amendments to this Annual Report on Form 10-K, and other related documents, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for herself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature   Title   Date     /s/ Sunny Trinh   Chief Executive Officer   November 5, 2025 Sunny Trinh (Principal Executive Officer)     /s/ David Goertz   Chief Financial Officer   November 5, 2025 David Goertz (Principal Financial and Accounting Officer)     /s/ Wray Thorn   Director   November 5, 2025 Wray Thorn     /s/ Carl Stanton   Director   November 5, 2025 Carl Stanton /s/ Michael Max Bühler   Director   November 5, 2025 Michael Max Bühler /s/ Stephen Kukucha   Director   November 5, 2025 Stephen Kukucha     /s/ Jamila Piracci   Director   November 5, 2025 Jamila Piracci 66 Table of Contents DevvStream Corp. Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 731 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID 1930 ) F-3 Consolidated Balance Sheets as of July 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended July 31, 2025 and 2024 F-5 Consolidated Statements of Changes in Shareholders’ Deficiency for the years ended July 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended July 31, 2025 and 2024 F-7 Notes to the Consolidated Financial Statements F-8 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Directors of DevvStream Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of DevvStream Corp. (the “Company”), as of July 31, 2025, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficiency, and cash flows for the year ended July 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of DevvStream Corp. as of July 31, 2025, and the results of its operations and its cash flows for the year ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements of the Company as at and for the year ended July 31, 2024 were audited by another auditor. As described in Note 4 and Note 19, the Company adjusted all shares and per share data in the periods presented for the November 6, 2024 De-SPAC transaction common conversion ratio and the August 8, 2025 reverse stock split. We audited the adjustments to retrospectively apply the effects of the De-SPAC transaction common conversion ratio and the reverse stock split in the July 31, 2024 consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the July 31, 2024 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the July 31, 2024 consolidated financial statements taken as a whole. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company’s auditor since 2025. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional Accountants November 5, 2025 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of DevvStream Corp.: Opinion on the Consolidated Financial Statements We have audited, before the effects of the adjustment to retrospectively apply the reverse stock split and common conversion ratio described in Note 4 and Note 19, the accompanying consolidated balance sheets of DevvStream Holdings Inc. (the “Company”) as of July 31, 2024 and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ (deficiency), and cash flows for the year ended July 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). The July 31, 2024 financial statements before the effects of the adjustments discussed in Note 4 and Note 19 are not presented in the consolidated financial statements. In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the reverse stock split and common conversion ratio described in Note 4 and Note 19, present fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2024, and the results of its consolidated operations and its consolidated cash flows for the year ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Davidson & Company LLP audited the adjustments to retrospectively apply the reverse stock split and common conversion ratio described in Note 4 and Note 19. We were not engaged to audit, review or apply any procedures to those adjustments, and accordingly, we do not express an opinion or any other form of assurance about whether those adjustments are appropriate and have been properly applied. Material Uncertainty Related to Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has a working capital deficit, negative cash flows and losses since inception and requires additional capital to fund its operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ MNP LLP Toronto, Canada Chartered Professional Accountants March 6, 2025 Licensed Public Accountants We have served as the Company’s auditor since 2022 1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca F-3 Table of Contents DevvStream Corp. CONSOLIDATED BALANCE SHEETS (Expressed in United States dollars) As at July 31, 2025 July 31, 2024 ASSETS Current assets Cash $ 3,446,111 $ 21,106 Trade receivable 7,360 - GST receivable 140,646 85,658 Corporate taxes receivable 171,573 - Deferred financing costs 138,720 - Prepaid expenses 175,896 35,141 Deposit on carbon credits purchase 173,649 - Carbon credits 83,672 - Total current assets 4,337,627 141,905 Restricted cash 6,405,000 - Equipment - 953 Deferred financing costs, long-term 172,925 - Deposit on carbon credits purchase, long-term 247,754 - Investment in associate 707,989 - Total assets $ 11,871,295 $ 142,858 LIABILITIES AND SHAREHOLDERS’ DEFICIENCY Current liabilities Accounts payable and accrued liabilities $ 10,682,665 $ 6,097,902 Accounts payable and accrued liabilities – related parties 794,990 478,072 Mandatory convertible debentures - 127,500 Convertible debentures – related parties 375,027 881,544 Derivative liabilities 72,500 919,250 Warrant liabilities 5,626,473 - Stock option liabilities 133,465 - Stop loss provision liabilities 1,065,235 - Total current liabilities 18,750,355 8,504,268 Convertible debentures, long term 8,800,339 - Convertible debentures – related parties, long term 3,914,146 - Total liabilities 31,464,840 8,504,268 Shareholders’ deficiency Common shares ( No par value, unlimited common shares authorized; 3,541,668 common shares issued and outstanding) (July 31, 2024 – 1,163,871 ) - - Additional paid in capital 14,174,914 13,321,266 Subscription receivable ( 20,000 ) - Accumulated other comprehensive income 45,001 43,553 Deficit ( 33,793,460 ) ( 21,726,229 ) Total shareholders’ deficiency ( 19,593,545 ) ( 8,361,410 ) Total liabilities and shareholders’ deficiency $ 11,871,295 $ 142,858 Going concern (Note 2(b)) Commitments and contingencies (Note 18) Subsequent events (Note 20) See accompanying notes to the consolidated financial statements. F-4 Table of Contents DevvStream Corp. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in United States dollars) For the year ended July 31, 2025 2024 Revenue $ 25,794 $ - Cost of sales ( 10,187 ) - Gross profit 15,607 - Operating expenses Sales and marketing 1,000,073 481,104 Depreciation 953 1,771 General and administrative 964,473 461,167 Professional fees 8,447,280 5,656,352 Salaries and wages 1,593,794 2,136,124 Total operating expenses ( 12,006,573 ) ( 8,736,518 ) Other income (loss) Interest expense ( 313,778 ) ( 29,296 ) Accretion expense ( 346,424 ) ( 52,554 ) Change in fair value of derivative liabilities 719,000 ( 845,700 ) Change in fair value of warrant liabilities 1,728,392 - Change in fair value of mandatory convertible debentures 70,500 ( 27,500 ) Impairment of carbon credits ( 1,224,060 ) - Stop-loss provision loss ( 1,065,235 ) - Equity loss on investment in associate ( 512,011 ) - Gain on settlement of debt 899,015 - Foreign exchange loss ( 31,664 ) ( 107,634 ) Net loss before income taxes ( 12,067,231 ) ( 9,799,202 ) Current income tax expense - ( 72,546 ) Net loss $ ( 12,067,231 ) $ ( 9,871,748 ) Other comprehensive income Foreign currency translation 1,448 127,123 Net loss and comprehensive loss ( 12,065,783 ) ( 9,744,625 ) Weighted average number of common shares outstanding – Basic and Diluted 2,521,627 1,162,984 Loss per share – Basic and Diluted $ ( 4.79 ) $ ( 8.49 ) See accompanying notes to the consolidated financial statements. F-5 Table of Contents Devvstream Corp. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY (Expressed in United States dollars) Number of Shares Additional Paid-in Capital Subscription receivable Accumulated Deficit Accumulated other comprehensive income (loss) Total shareholders’ equity (deficiency) Balance, July 31, 2023 1,145,774 $ 11,883,289 $ - $ ( 11,854,481 ) $ ( 83,570 ) $ ( 54,762 ) Share based compensation – RSUs - 597,587 - - - 597,587 Share based compensation – Options - 692,740 - - - 692,740 Shares issued for warrant exercises 18,097 147,650 - - - 147,650 Foreign currency translation - - - - 127,123 127,123 Net loss - - - ( 9,871,748 ) - ( 9,871,748 ) Balance, July 31, 2024 1,163,871 $ 13,321,266 $ - $ ( 21,726,229 ) $ 43,553 $ ( 8,361,410 ) Share based compensation - RSUs - 510,325 - - - 510,325 Share based compensation - Options - 72,641 - - - 72,641 Warrants reclassified to liabilities on change in functional currency - ( 454,571 ) - - - ( 454,571 ) Stock options reclassified to liabilities on RTO - ( 330,090 ) - - - ( 330,090 ) Conversion option derivative transferred to equity - 266,000 - - - 266,000 Gain on modification of debt with related parties - 582,167 - - - 582,167 Recapitalization on RTO - ( 23,548,887 ) - - - ( 23,548,887 ) Shares issued for warrant exercises 9,176 389,729 - - - 389,729 Conversion of mandatory convertible debentures 2,244 49,500 - - - 49,500 Shares for settlement of debt 342,895 10,888,912 - - - 10,888,912 Shares issued in connection with RTO 515,920 3,147,117 - - - 3,147,117 Shares issued for acquisition of associate 200,000 1,220,000 - - - 1,220,000 Shares issued for PIPE financing 169,480 2,250,000 ( 20,000 ) - - 2,230,000 Shares issued for carbon credit purchases 324,987 1,982,424 - - - 1,982,424 Shares issued for ELOC commitment 66,666 363,333 - - - 363,333 Shares issued for services 55,729 585,155 - - - 585,155 Shares issued for ELOC drawdown 845,700 3,328,081 - - - 3,328,081 Shares cancelled for termination of carbon credit purchase agreements ( 155,000 ) ( 396,500 ) - - - ( 396,500 ) Share issuance costs - ( 51,688 ) - - - ( 51,688 ) Foreign currency translation - - - - 1,448 1,448 Net loss - - - ( 12,067,231 ) - ( 12,067,231 ) Balance, July 31, 2025 3,541,668 $ 14,174,914 $ ( 20,000 ) $ ( 33,793,460 ) $ 45,001 $ ( 19,593,545 ) See accompanying notes to the consolidated financial statements. F-6 Table of Contents Devvstream Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in United States dollars) For the year ended July 31, 2025 2024 Operating activities Net loss for the year $ ( 12,067,231 ) $ ( 9,871,748 ) Items not affecting cash: Depreciation 953 1,771 Share based compensation 582,966 1,290,327 Change in fair value of derivative liabilities ( 719,000 ) 845,700 Change in fair value of mandatory convertible debentures ( 70,500 ) 27,500 Change in fair value of warrant liabilities ( 1,728,392 ) - Change in fair value of stock option liabilities ( 196,625 ) - Gain on settlement of accounts payable ( 899,015 ) - Loss on investment in associate 512,011 - Impairment of carbon credits 1,224,060 - Stop-loss provision loss 1,065,235 - Non-cash general and administrative - 50,000 Accrued interest 305,592 19,024 Accretion expense 346,424 52,554 Changes in non-cash working capital items: Trade receivable ( 7,360 ) - GST receivable ( 54,988 ) - Corporate taxes receivables ( 171,573 ) ( 39,121 ) Carbon credits ( 143,211 ) - Prepaid expenses ( 140,755 ) 267,294 Accounts payable and accrued liabilities 5,731,504 5,807,752 Net cash used in operating activities ( 6,429,905 ) ( 1,548,947 ) Investing activity Cash assumed on RTO 1,661,645 - Net cash provided by investing activity 1,661,645 - Financing activities Proceeds from convertible debentures 9,400,650 883,516 Proceeds from warrant exercise 86,237 176,113 Proceeds from issuance of mandatory convertible debentures - 50,000 Proceeds from PIPE financing 2,230,000 - Proceeds from ELOC drawdown 2,879,930 - Net cash provided by financing activities 14,596,817 1,109,629 Effect of exchange rate changes on cash 1,448 ( 29,547 ) Net increase (decrease) in cash 9,830,005 ( 468,865 ) Cash, Beginning 21,106 489,971 Cash, Ending $ 9,851,111 $ 21,106 Presented as: Cash $ 3,446,111 $ 21,106 Restricted cash 6,405,000 - Cash, Ending $ 9,851,111 $ 21,106 Supplemental information: Taxes paid $ - $ - Interest paid $ - $ - Repayment of convertible debentures from ELOC drawdown proceeds $ 448,151 $ - Fair value of warrants exercised $ 389,729 $ - Fair value of securities issued for the RTO (Note 4) $ 3,147,117 $ - Fair value of securities issued for settlement of accounts payable $ 10,888,912 $ - Fair value of securities issued for services $ 585,155 $ - Fair value of securities issued for carbon credits $ 1,982,424 $ - Fair value of securities issued for the acquisition of interest in associate $ 1,220,000 $ - Fair value of securities issued for ELOC commitment $ 363,333 $ - See accompanying notes to the consolidated financial statements. F-7 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 1. Nature of operations DevvStream Corp. (formerly Focus Impact Acquisition Corp.) (the “Company” or “Devv Corp.”) is a company existing under the Business Corporations Act of Alberta, Canada. The head office is located at 2133 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 and its records and registered office is located at #1700, 421 – 7th Avenue S.W., Calgary, Alberta, T2P 4K9. The Company was a special purpose acquisition corporation incorporated in Delaware, the United States on February 23, 2021, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business (“Initial Business Combination”). On November 6, 2024, the Company completed a reverse takeover (“RTO”) with DevvStream Holdings Inc. (“Devv Holdings”) (Note 4) pursuant to a business combination agreement (“BCA”) entered into on September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024). The transaction is also referred to as the “De-SPAC” transaction. The Company was redomiciled as an Alberta company as part of the De-SPAC transaction. Devv Holdings is an Environmental Social and Governance (“ESG”) principled, high-tech, impact investing company focused on high quality and high return carbon credit generating projects. Devv Holdings is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the consolidated financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Devv Holdings, with the Company’s operations being included from November 6, 2024, the closing date of the De-SPAC transaction, onwards. The Company is a public company which is listed on the Nasdaq Stock Exchange (“NASDAQ”) under the symbol “DEVS”. 2. Basis of preparation (a) Statement of compliance These consolidated financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for financial information. These consolidated financial statements have been prepared on a going concern basis, under the historical cost convention. (b) Going concern These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which 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 July 31, 2025, the Company has a working capital deficit, has incurred negative cash flows and losses since inception, and has generated limited revenues 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. The Company will required additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes. However, there is no assurance that the Company will be able to secure such financing on favourable terms. These matters raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Such adjustments could be material. F-8 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 2. Basis of preparation (continued) (c) Basis of consolidation These consolidated financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany balances and transactions, income and expenses have been eliminated upon consolidation. As of July 31, 2025, the Company’s subsidiaries were: Name of subsidiary Place of incorporation Ownership Devv Holdings British Columbia , Canada 100 % Devvstream, Inc. (“DESG”) Delaware , USA 100 % DevvESG Streaming Finco Ltd (“Finco”) British Columbia , Canada 100 % On November 10, 2022, the Company made an investment into Marmota Solutions Incorporated (“Marmota”). On the date of the initial investment, the Company owned 50 % of Marmota and accounted for the investment as an equity investment. On October 16, 2023, the Company reduced its interest in Marmota to 10 % by returning common shares to Marmota for cancellation in consideration of $ 19 . On November 6, 2024, the Company made an investment into Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”). The Company owns 50 % of FCS and accounted for the investment as an equity investment. (d) Variable interest entities (“VIE”) A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. (e) Functional and presentation currencies Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for Devv Holdings and DESG . Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Devv Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities (Note 11). Determining the functional currency involved significant judgments to assess the primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows. The Company’s presentation currency is and continues to be the United States dollar. F-9 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 2. Basis of preparation (continued) (f) Use of estimates and judgments The preparation of consolidated financial statements in conformity with US GAAP requires the Company’s management to make judgments, estimates and assumptions about future events that the amounts reported in the consolidated financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are made prospectively. Key estimates made by management with respect to the areas noted have been disclosed in the notes to these consolidated financial statements . Valuation of embedded derivatives The estimates and judgments made in relation to the fair value of derivative liabilities are subject to measurement uncertainty. The valuation techniques used to determine fair value requires inputs that involve assumptions and judgments such as the volatility of the Company’s share prices and expected life. Such judgments and assumptions are inherently uncertain. Functional currency The Company and its subsidiaries are required to determine their functional currencies based on the primary economic environment in which each entity operates. In order to do that, management has to analyze several factors, including which currency mainly influences the cost of undertaking the business activities, in which currency the entity has received financing, and in which currency it keeps its receipts from operating activities. Management uses its judgment to determine which factors are most important when the above indicators are mixed and the functional currency is not obvious. Equity-settled share-based payments Share-based payments are measured at fair value. Options are measured using the Black-Scholes option pricing model based on estimated fair values of all share-based awards at the date of grant. The Black-Scholes option pricing model utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures. Non‑market vesting conditions are estimated initially and re-assessed every reporting period. Changes in these input assumptions can significantly affect the fair value estimate. Going concern The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures and to meet its liabilities for the ensuing year, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. Investment in associate In October 2024, the Company acquired a 50 % voting interest in FCS. Even though the Company holds 50 % of the voting interest, it does not consider that it controls FCS. This is because the remaining 50 % is held by one party and its affiliates and the operating agreement of FCS dictates that the other shareholder shall manage the affairs of FCS. The Company considers that it has significant influence over FCS based on its share of ownership, and accounts for the investment for using the equity method of accounting. F-10 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 2. Basis of preparation (continued) (f) Use of estimates and judgments (continued) Warrant liabilities Warrant liabilities are measured at fair value. Warrants are measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life. Changes in these input assumptions can significantly affect the fair value estimate . Stock option liabilities Stock option liabilities are measured at fair value. Stock options are measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life. Changes in these input assumptions can significantly affect the fair value estimate . Fair value of consideration in De-SPAC transaction The fair value of consideration to acquire the Company in the De-SPAC transaction comprised of common shares and replacement warrants. The share price of Devv Holdings as at the date of issuance is a significant estimate. In determining the estimate, management considered recent financings and the trading prices of the entities. The replacement warrants were valued using the Black-Scholes option pricing model which utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures. (g) Emerging growth company 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 required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. F-11 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies The accounting policies set out below have been applied in the preparation of these consolidated financial statements. These policies have been applied consistently in the period unless otherwise stated. (a) Additional paid in capital Additional paid in capital is presented at the value of the shares issued as the Company’s shares have no stated par value. Transaction costs directly attributable to the issuance of common shares are recognized as a deduction from equity. Transactions with shareholders are disclosed separately in equity. The proceeds from the exercise of stock options or warrants together with amounts previously recorded in additional paid in capital over the vesting periods are recorded as additional paid in capital. Share units The Company uses the relative fair value method with respect to the measurement of shares and warrants issued as private placement units. Under the relative fair value method, the Company first determines the fair value of the common shares and warrants issued in a private placement, calculates the total fair value of the issued units, and then allocates the proceeds received between the common shares and warrants based on their respective percent of the total fair value. Warrants modification The modification of warrants is accounted for as a cancellation of the old warrants, and the issuance of post-modification warrants as the new warrants. The fair value incremental calculated on the modification would be considered an additional cost of issuing equity as part of the exchange of the old instrument for the new instrument. The impact of modifications to warrants previously issued for services is recognized as share-based compensation in the consolidated statements of operations and comprehensive loss. (b) Share-based payments The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period. The Company records restricted stock units based on their fair value at grant date and recognizes compensation expense on a graded basis over the vesting period. In circumstances where the restricted stock units vest on the date of grant, the expense would be immediately recognized on grant. F-12 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (b) Share-based payments (continued) The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. At the end of each reporting period, the Company reassesses its estimates of the number of awards that are expected to vest and recognizes the impact of the revisions in the consolidated statements of loss and comprehensive loss. No expense is recognized for awards that do not ultimately vest. Where the terms of an equity settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense or its reduction is recognized for any modification which increases or decreases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the Company or the counterparty, any remaining element of the fair value of the award is expensed immediately or reversed through profit or loss, depending on whether the award was cancelled or forfeited. (c) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held with banks, and when applicable, short-term, highly liquid deposits which are either cashable or with original maturities of less than three months. There are no cash equivalents as of July 31, 2025 and 2024. At times, the Company’s cash balance exceeds the federally insured limits. As of July 31, 2025 and 2024, the Company has not experienced losses on its cash balances, and management believes the Company is not exposed to significant risks on such accounts. (d) Restricted cash Restricted cash are deposits held with BitGo Trust Company, Inc., a cryptocurrency exchange which is a South Dakota chartered trust company, that are held as collateral for debentures payables of the Company, or those deposits that have contractual restrictions on the ability of the Company to withdraw or otherwise direct the use of. (e) Equipment Equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset using the following annual rates: Computer equipment 3 years (f) Investment in associate An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not in control or joint control over those policies. The Company’s investment in associate is accounted for using the equity method. Under the equity method, the investment in an associate or a joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Company’s share of net assets of the associate since the acquisition date. After application of the equity method, the Company determines whether a loss in the fair value of an investment below its carrying value is a temporary decline. If it is other than temporary, the investor calculates an impairment as the excess of the investment’s carrying amount over the fair value. Reversals of impairments on equity method investments are prohibited. F-13 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (g) Foreign currency translation Foreign currency transactions and balances Foreign currency transactions are translated into the functional currency of the Company, using the exchange rates prevailing at the dates of the transactions, with the resulting foreign exchange gains and losses recognized in the consolidated statements of loss and comprehensive loss. The foreign exchange gains and losses resulting from the remeasurement of monetary items denominated in foreign currency at year end exchange rates are recognized in the consolidated statements operations and comprehensive loss. Non-monetary items are not retranslated at year end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined. Translation to presentation currency The Company and its subsidiaries, except for Finco, have a functional currency of the US dollar and a presentation currency of the US dollar. Finco has a functional currency of the Canadian dollar. For presentation, assets and liabilities of Finco have been translated into US dollar at the closing rate at the reporting date and income and expenses are translated at average exchange rates prevailing during the period. Foreign currency translation gains and losses are recognized in other comprehensive loss. (h) Financial Instruments A financial instrument is any c ontract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets are classified and measured at fair value with subsequent changes in fair value recognized in either profit and loss as they arise unless restrictive criteria are met for classifying and measuring the asset at either amortized cost or FVOCI. Financial liabilities are measured at amortized costs unless they are elected to be or required to be measured at fair value through profit and loss. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred all risks and rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract are discharged, cancelled, or expire. ASC 820, Fair Value Measurements and Disclosures , establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following, based on the nature of the valuation inputs: F-14 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (h) Financial Instruments (continued) • Level 1: quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and, • Level 3: one or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability. Determination of fair value and the resulting hierarchy requires the use of observable market data where available. The classification of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. The Company determined that the derivative liabilities relating to the embedded conversion feature in the convertible notes and the mandatory convertible debentures are liabilities at Level 3. In accordance with ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Company utilizes the Current Expected Credit Loss (CECL) model to estimate expected credit losses over the contractual life of financial assets held, taking into consideration historical loss experience, current conditions, and reasonable and supportable forecasts to assess credit risk. (i) Derivative financial instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“Topic 815”). Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the consolidated statement of operations and comprehensive loss. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. (j) Warrant liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic 815, Derivatives and Hedging (“Topic 815”). This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance or modification. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive loss. The fair value of warrants are estimated using an the Black-Scholes Option Pricing Model, as the warrants of the Company are not publicly traded. F-15 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (j) Warrant liabilities (continued) The Company has concluded that certain warrants no longer meet the criteria for equity classification and must be recorded as a liability, upon the change in the Company’s functional currency. Accordingly, the Company re-classified warrants denominated in functional currencies other than the Company’s functional currency as a liability at fair value and will adjust the liability to fair value at each reporting period. (k) Stock option liabilities The Company accounts for stock options as either equity-classified or liability-classified instruments based on an assessment of the stock options’s specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic 815, Derivatives and Hedging (“Topic 815”). This assessment, which requires the use of professional judgment, is conducted at the time of stock option issuance and as of each subsequent quarterly period end date while the stock options are outstanding. For issued or modified stock options that meet all of the criteria for equity classification, the stock options are required to be recorded as a component of additional paid-in capital at the time of issuance or modification. For issued or modified stock options that do not meet all the criteria for equity classification, the stock options are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive loss. The Company has concluded that certain stock options no longer meet the criteria for equity classification and must be recorded as a liability, upon the completion of the De-SPAC transaction and commencement of trading on the NASDAQ. Accordingly, the Company re-classified stock options denominated in functional currencies other than the Company’s functional currency as a liability at fair value and will adjust the liability to fair value at each reporting period. (l) Carbon credits The Company acquires carbon credits for the purposes of resale, and as such accounts for the credits as inventories of the Company under ASC 330. Accordingly, the carbon credits are stated at the lower of cost and net realizable value. (m) Stop-loss provision liabilities Certain contracts entered into for the purchase of carbon credits which were settled in shares include stop-loss provisions that require 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 market value of shares of the Company received by the sellers at the time of such stop-loss provisions being triggered. Such contractual obligations to reimburse sellers would take effect in various timeframes, up to 18 months from the date of purchase. The Company accounts for stop-loss provision liabilities in accordance with ASC Topic 450, Contingencies (“Topic 450”) and Distinguishing Liabilities from Equity (“Topic 480”). A loss contingency is accrued if it is both probable and reasonably estimable. Topic 450 defines “probable” as “the future event or events are likely to occur”, and the amount to be accrued shall be a better estimate than any other estimate within the range, or the minimum amount in the range if no amount within the range is a better estimate than any other amount. F-16 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (m) Stop-loss provision liabilities (continued) An instrument falls within the scope of Topic 480 and is accounted for as a liability if the instrument is to be settled with a variable number of shares the monetary value of which is based solely or predominantly on a fixed monetary amount known at inception. The Company assessed that such obligations are probable and estimable, insofar as the Company has received the carbon credits underlying the transaction, and accordingly, the Company accrued for liabilities on the stop-loss provisions based on the price of the Company’s common stock trading on the NASDAQ, and will adjust the liability at each reporting period. (n) Income taxes The Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to diffe rences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settles. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that is it more likely than note that some portion of the deferred tax asset will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if available evidence indicates it is more likely than not that the tax position will be fully sustained upon review by taxing authorities, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount with a greater than 50 percent likelihood of being realized upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, the Company does not recognize any portion of that benefit in the financial statements. (o) Loss per share Basic loss per share is calculated by dividing the net loss attributable to the common shareholders of the Company by the weighted average number of subordinate voting stock outstanding and reduced by any shares held in escrow during the reporting period. Diluted loss per share is calculated by dividing the net loss applicable to subordinate voting stock by the sum of the weighted average number of subordinate voting stock issued and outstanding, all additional subordinate voting stock that would have been outstanding if potentially dilutive instruments were converted and reduced by any shares held in escrow. If these computations prove to be anti-dilutive, diluted loss per share is the same as basic loss per share. (p) Revenue recognition Under ASC 606, the Company recognizes revenue from the sales of carbon credits by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Revenue for sales of carbon credits is recognized at a point in time when control of the credit transfers to the buyer. The Company acts as a principal in all revenue transactions. F-17 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (q) Advertising The Company expenses advertising costs when the advertising first takes place. Advertising expense was approximately $ 1,000,073 for the year ended July 31, 2025 (2024 – $ 481,104 ). (r) Operating segments Operating segments are components of the Company that engage in business activities which generate revenues and incur expenses. The operations of an operating segment are distinct, and the operating results are regularly reviewed by the CODM for the purposes of resource allocation decisions and assessing its performance. The Company has assessed the above criteria and has determined that the entity as a whole is one operating segment comprising of a single operating segment. (s) Convertible debentures The Company accounts for convertible debentures in accordance with ASC 470, Debt . Convertible debentures are recorded at face value less unamortized issuance costs, assuming the conversion feature does not meet the requirements for bifurcation. If the conversion feature does not meet the requirements to be classified as equity, it is bifurcated and accounted for separately as a derivative liability under ASC 815, Derivatives and Hedging , and measured at fair value, with subsequent changes recognized in earnings. If the conversion feature meets the equity classification criteria, no separate accounting for the conversion feature is required, and the entire instrument is classified as a liability. Interest expense is recognized using the effective interest method, which includes the amortization of any debt issuance costs and discounts or premiums. Debt Modifications and Extinguishments The Company evaluates modifications to convertible debt instruments in accordance with ASC 470-50, Modifications and Extinguishments . A modification is deemed to be substantial if: • The present value of the cash flows under the terms of the modified debt differs by at least 10% from the present value of the remaining cash flows under the original debt terms, using the original effective interest rate (the “10% Test”); or • The modification results in a change in the embedded conversion option that requires re-evaluation under ASC 815. If the modification is determined to be substantial, the original debt is extinguished, and the modified instrument is accounted for as a new debt issuance. The Company also assesses whether a modification constitutes a troubled debt restructuring under ASC 470-60. A restructuring is considered troubled if the Company is experiencing financial difficulty and the creditor has granted a concession. For modifications that are not substantial, the Company accounts for the changes prospectively, adjusting the effective interest rate to reflect the revised cash flows. In evaluating convertible debt where the conversion option is bifurcated as a derivative liability before and after the modification, the 10% cash flow test is applied to the host debt instrument (without the conversion feature). Any change in fair value of the bifurcated conversion option is recognized in earnings. F-18 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 3. Significant accounting policies (continued) (t) Standards issued but not yet effective From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Income Taxes (Topic 740) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU-740”). ASU-740 requires public entities to provide enhanced disclosure of specific categories of reconciling items included in the rate reconciliation; disclosure of the nature, effect and underlying causes of each reconciling item in the rate reconciliation and the judgment used in the categorization of such items; and enhanced disclosures for income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the adoption of ASU-740 on its consolidated financial statements and disclosures. Crypto Assets (Topic 350-60) In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350-60): Accounting for Disclosure of Crypto Assets (“ASU 350-60”). ASU 350-60 requires entities to measure certain crypto assets at fair value with changes recognized in net income each reporting period, rather than at cost less impairment. It also requires separate presentation of crypto assets and related gains or losses, and enhanced disclosures about holdings and changes during the period. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the impact of adopting ASU 350-60 on its consolidated financial statements and disclosures. 4. Reverse takeover On September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024), the Company entered into a Business Combination Agreement (“BCA”) with Devv Holdings. Pursuant to the BCA, on November 6, 2024, the Company changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby became a company existing under the Business Corporations Act of Alberta, and changed its name to Devvstream Corp., and Devv Holdings was amalgamated with a wholly owned subsidiary of the Company to form one corporate entity. Under the BCA, the Company consolidated all of its issued and outstanding common stock on a 1: 0.9692 basis. 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, were exchanged for common stock of the Company on the basis of the Common Conversion Ratio. 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 substantially the same economic terms and conditions. The De-SPAC transaction was completed on November 6, 2024. F-19 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 4. Reverse takeover (continued) Historical presentation of number of shares, warrants, options, and RSUs outstanding, weighted average number of shares outstanding, and exercise price of equity instruments, that are presented elsewhere in the consolidated financial statements, including the consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements of changes in shareholders’ deficiency, and Notes 9, 10, and 13, are retrospectively adjusted to reflect the application of the Common Conversion Ratio, with exercise price of warrants and options, and conversion price of convertible debentures adjusted by the inverse of the Common Conversion Ratio. This is further adjusted by a one-for-ten reverse stock split that took place subsequent to the year ended July 31, 2025 (Note 20). The details of the impact of the retrospective adjustments are enumerated further in Note 19. In consideration for the De-SPAC transaction, the Company issued 465,747 common shares to the former holders of SVS of Devv Holdings and 711,140 common shares to the former holders of MVS of Devv Holdings. The former shareholders of the Company retained 515,920 shares. The fair value per share was estimated to be $ 6.10 (CAD$ 8.50 ) 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 0.09692 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: share price – $ 0.61 , expected dividend yield – 0 %, expected volatility – 87 %, risk-free interest rate – 3.12 % and an expected remaining life – 5 years. Expected volatility was estimated by using the average of historical volatility of Devv Holdings and of public traded companies that the Company considers to be comparable. The expected warrant life represents the period of time that warrants granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the warrants. Immediately after the completion of the De-SPAC transaction, the former holders of Devv Holdings’ shares owned 70 % of the shares of the combined entity. As a result of the De-SPAC transaction, the former shareholders of Devv Holdings acquired control of the Company, thereby constituting an RTO of the Company. The RTO was determined to be a purchase of the Company’s net assets by the shareholders of Devv Holdings. The De-SPAC transaction was accounted for as a capital transaction of Devv Holdings and equivalent to the issuance of shares by Devv Holdings for the net assets of the Company accompanied by a recapitalization as the Company did not qualify as a business according to the definition of ASC Topic 805, Business Combinations , and met the definition of a non-operating public shell. As a result, the transaction has been accounted for as an asset acquisition with Devv Holdings being identified as the acquirer and the Company being treated as the accounting acquiree with the transaction being measured at the fair value of the equity consideration issued to the Company’s shareholders. Devv Holdings is the continuing entity. The excess of the fair value of the shares issued over the value of the net monetary assets acquired has been recognized as a reduction in equity. The purchase price is allocated as follows: Fair value of shares retained by former shareholders of the Company ( 515,920 post 1: 0.9692 consolidation shares at $ 6.10 (CAD$ 8.50 )) $ 3,147,117 Fair value of replacement warrants of the Company 7,196,286 Total consideration $ 10,343,403 Net assets (liabilities) acquired of the Company: Cash and cash equivalents $ 1,661,645 Accounts payable and accrued liabilities ( 11,867,129 ) Promissory note payable (Note 9) ( 3,000,000 ) Total net assets (liabilities) $ ( 13,205,484 ) Reduction to additional paid in capital as a result of the recapitalization $ 23,548,887 F-20 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 4. Reverse takeover (continued) Sponsor side letter In connection with the De-SPAC transaction, Focus Impact Sponsor entered into a sponsor side letter, and agreed to certain transfer and lock-up restrictions of the Company’s common stock, which would terminate upon the earlier of: (i) 360 days after November 6, 2024; (ii) a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity for cash, securities or other property; or, (iii) if the Company’s common stock has a closing price of at least $ 120 per share for any 20 trading days in a 30-day trading period starting from April 5, 2025. Focus Impact Sponsor also agreed to vote its shares in favor of the RTO. Registration rights agreement In connection with the De-SPAC transaction, on November 6, 2024, the Company, Focus Impact Sponsor, and certain historical holders of Devv Holdings securities entered into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the historical holders of Devv Holdings securities and Focus Impact Sponsor will be granted customary registration rights with respect to the securities of the Company that they hold. Indemnification agreements In connection with the De-SPAC transaction, on November 6, 2024, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses, including attorney’s fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request. 5. Carbon credits Between October 17, 2024 and October 28, 2024, Devv Holdings entered into multiple agreements to acquire carbon credits in return for shares of the Company once the De-SPAC Transaction was completed. On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for these agreements. The fair value of the shares issued was $ 1,982,424 . Stop-loss provision All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the next 12 to 18 months, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of July 31, 2025 is $ 1,065,235 . Deposit on carbon credits Consideration paid of $ 421,403 related to the future delivery of carbon credits is recorded as a deposit on carbon credits, of which $ 271,403 relate to a contract containing a stop-loss provision. 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 July 31, 2025. F-21 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 5. Carbon credits (continued) Impairment of carbon credits The Company is currently in dispute with one of the vendors for which 108,000 shares with a fair value of $ 658,800 was issued. At the date of these financial statements, the vendor has not delivered the carbon credits which are due under the 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 year ended July 31, 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 July 31, 2025. One of the agreements provided 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 returned 90,000 shares with a fair value of $ 549,000 issued under the contract in exchange for the carbon credits that were transferred to the Company. During the year ended July 31, 2025, as a result of the probability of the carbon credits being returned to the vendor, the Company recorded an impairment charge of $ 548,982 . As the agreement for the purchase of carbon credit was cancelled, the stop-loss provision related to this contract has not been recognized. During the year ended July 31, 2025, the Company also entered into an agreement with one of the vendors to cancel the agreement to purchase carbon credits, in return for the cancellation of 65,000 consideration shares previously issued by the Company. The carbon credits underlying the agreement had not been received. Upon cancellation, the Company recognized a reversal of $ 396,500 of deposit on carbon credit purchase, with a corresponding impact on additional paid-in capital for the return of shares. As the agreement for the purchase of carbon credit was cancelled, the stop-loss provision related to this contract has not been recognized. As of July 31, 2025, the Company assessed its carbon credits on hand and determined that certain carbon credits have a lower net realizable value than cost, and accordingly recognized $ 16,278 in impairment. 6. Investment in associate On November 6, 2024, the Company received 2,000,000 shares in FCS, in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS 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 July 31, 2025, the Company’s share of ownership remained at 50 %. Management assessed that the Company has significant influence over FCS based on its share of ownership, and that the investment should be accounted for using the equity method of accounting. F-22 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 6. Investment in associate (continued) Summarized financial information of FCS and a reconciliation of the carrying amount of the investment set forth in the consolidated balance sheets are set out below: Summarized balance sheet July 31, 2025 ASSETS Cash $ 21,047 Due from related parties 110,040 Start-up costs, net 105,589 Total assets $ 236,676 LIABILITIES Accounts payable and accrued liabilities $ 211,942 Convertible notes 1,286,050 Total liabilities $ 1,497,992 Summarized statement of loss November 6, 2024 to July 31, 2025 Operating expenses Consulting expenses $ 646,799 Engineering 2,855 General and administrative expenses 6,057 Guaranteed payments 316,278 Legal and professional fees 10,185 Travel 7,310 Amortization 1,763 Total operating expenses ( 991,247 ) Interest expenses ( 32,775 ) Net loss $ ( 1,024,022 ) A continuity of the Company’s investment in associate is as follows: Balance as at July 31, 2024 $ - Investment by the Company 1,220,000 Company’s share of loss ( 512,011 ) Balance as at July 31, 2025 $ 707,989 F-23 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 7. Equity Line of Credit (“ELOC”) On October 29, 2024, the Company entered into the ELOC Agreement with Helena Global Investment Opportunities I Ltd (“Helena I”). Under the ELOC Agreement, the Company will have the right to issue and to sell to Helena I from time to time, up to $ 40,000,000 of the Company’s common shares following the closing of the De-SPAC Transaction and the effectiveness of the registration statement registering the Company’s common shares being sold under the ELOC Agreement (the “Helena I Registration Statement”). As a commitment fee in connection with the execution of the ELOC Agreement, 50,000 shares of the Company was issued upon closing of the De-SPAC transaction (Note 13). Following the closing of 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) $ 7.50 . On March 17, 2025, the Company issued 16,666 shares (Note 13) in satisfaction of this obligation. The Company may require that Helena purchase the Company’s common shares by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of advance it is requesting, which amount may not exceed an amount equal to the lesser of (i) 100 % of the average of the daily value traded of the common shares over the 10 trading days immediately preceding such advance notice, and (ii) $ 8,000,000 . However, in no event may the number of common shares issuable to Helena pursuant to an advance cause the aggregate number of shares beneficially owned (as calculated pursuant to Section 13 (d) of the Exchange Act) by Helena and its affiliates as a result of previous issuances and sales of common shares to Helena under the ELOC Agreement to exceed 9.99 % of the then outstanding common shares. 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”. On August 4, 2025, the Company and Helena entered into a second amendment to ELOC Agreement, which increased the commitment amount from $ 40,000,000 to $ 300,000,000 . As at July 31, 2025, $ 3,328,081 have been drawn against the ELOC through the issuance of 845,700 shares (Note 13). 8. Accounts payable and accrued liabilities July 31, 2025 July 31, 2024 Accounts payable $ 1,113,372 $ 5,503,968 Accrued liabilities 7,059,064 492,925 Excise taxes payable 2,410,973 - Income taxes payable 99,256 101,009 $ 10,682,665 $ 6,097,902 Accounts payable, related parties 271,919 145,149 Accrued liabilities, related parties 523,071 332,923 $ 11,477,655 $ 6,575,974 F-24 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures Devvio Tranche (Related Party Convertible Debt) 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. The maturity was November 6, 2024. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. 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 until November 7, 2024. 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 lender, as follows: • At a conversion price equal to the greater of (a) $ 76.50 multiplied by the common conversion ratio as set forth in the BCA (the “Common Conversion Ratio”), and (b) CAD$ 10.30 . The shares are thereafter exchanged for common shares of the Combined Company at the Common Conversion Ratio. • 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: • At a conversion price equal to the greater of (a) the 30-day volume weighted average trading price (“VWAP”) of the shares on Cboe Canada stock exchange and (b) CAD$ 10.30 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30-day VWAP and (b) the floor price of CAD$ 10.30 . The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. At issuance, the Devvio 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. 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 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. 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 crystalized such that they are convertible, at the option of the lender, at a conversion price of $ 11.70 (being $ 76.50 multiplied by the Common Conversion Ratio). If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction . F-25 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The 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 model using the following assumptions: expected dividend yield - 0 %, expected volatility - 275 %, risk-free interest rate – 3.10 % and an expected remaining life – 0.6 years. On November 12, 2024, the maturity of the Devvio Tranche was extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Devvio Tranche is outstanding as of July 31, 2025, and the Company is in the process of negotiating a further extension. Focus Impact Partners Convertible Debt (Related Party Convertible Debt) In the prior year, the Company closed an unsecured convertible notes offering with Focus Impact Partners, LLC (“Focus Impact Partners”). Subsequent to the closing of the De-SPAC transaction, Focus Impact Partners became a related party of the Company as one of the directors of the Company is an officer of Focus Impact Partners. The convertible notes were initially closed on January 12, 2024 and additional advances were added under the same offering. The total initial principal amounts of $ 550,000 under the original Focus Impact Partners Convertible Debt were received in five installments: $ 150,000 on November 6, 2023, $ 150,000 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 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. 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 lender, as follows: • 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) $ 20.00 (the De-SPAC Floor Price”). • The shares are thereafter exchanged for common shares of the Company at the Common Conversion Ratio. • 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), or the termination of the BCA with Focus Impact, 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: • 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 calculated on the conversion date and b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $ 4.75 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 20-day VWAP and (b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $ 4.75 . • The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. F-26 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) On June 28, 2024, the Company and Focus Impact Partners agreed to amend the Focus Impact Partners Convertible Debt (“the June 2024 Amendment”) such that the De-SPAC Floor Price would be amended from $ 20.00 to CA$ 4.75 . On June 28, 2024, the Company received additional proceeds of $ 20,000 under the June 2024 Amendment. On August 19, 2024, October 18, 2024, October 28, 2024 and November 1, 2024, the Company received additional proceeds of $ 41,500 , $ 6,500 , $ 7,650 and $ 12,000 under the June 2024 Amendment. The Focus Impact Partners Convertible Debt were 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 total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2024 was estimated to be $ 25,800 as valued using the Monte Carlo model. The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2025 was estimated to be $ 65,750 as valued using the Monte Carlo model. The June 2024 Amendment had no impact on the classification of the convertible debenture and therefore, the conversion feature was considered a derivative before and after the modification. As there was no change to the host instrument cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the host debt as a result of this change. 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 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 13, 2024, the Company issued a new $ 637,150 convertible note bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Focus Impact Partners Convertible Debt”), in exchange for the cancellation of the Focus Impact Partners Convertible Debt as described above (the “November 2024 Amendment”). The principal loan amount and any accrued interest under the New Focus Impact Partners 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 $ 8.67 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. Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $ 21,129 , were not converted into the New Focus Impact Partners Convertible Debt, and were transferred to accrued liabilities of the Company. F-27 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) As a result of the November 2024 amendment, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. As the 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. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $ 637,650 was derecognized and the fair value of the new debt of $ 544,441 (based on a 14 % market yield) was recognized. The fair value of the conversion feature of $ 59,000 was transferred to equity. As Focus Impact Partners is a related party, the gain on the extinguishment of $ 93,209 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2. Envviron Tranche (Related Party Convertible Debt) On April 23, 2024 , the Company closed an unsecured convertible note offering in the principal amount of $ 250,000 with Envviron SAS (a company controlled by a former director of the Company) that 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 and the debentures are not converted (“Envviron Tranche”). The maturity date was February 15, 2025. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. The terms of the Envviron Tranche are identical to the original Focus Impact Partners Convertible Debt. 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 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) $ 20.00 . The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio. • 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 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: • 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$ 4.75 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30-day VWAP and (b) the floor price of CAD$ 4.75 . The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. 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. 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 liability at issuance was estimated to be $ 2,750 using the Monte Carlo model. F-28 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) 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 crystalized such that they are convertible, at the option of the lender, 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 the NASDAQ, and (b) $ 20.00 . If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The fair value of the conversion option was remeasured on November 6, 2024 to be $ 31,000 and was transferred into equity. The fair value was estimated using the Monte Carlo model. On November 12, 2024, the maturity of the Envviron Tranche are extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Envviron Tranche is outstanding as of July 31, 2025, and the Company is in the process of negotiating a further extension. 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. 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. 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 25 % discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $ 8.67 per share. 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. 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 instrument of at least 10 % from the present value of the remaining cash flows under the terms of the original debt instrument constitutes a substantial change. The change was assessed to be in excess of 10 %. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $ 3,345,000 was derecognized and the fair value of the new debt of $ 2,856,042 (based on a 14 % market yield) was recognized. As Focus Impact Partners and the Focus Impact Sponsor are related parties, the gain on the extinguishment of $ 488,957 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2. F-29 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) In connection with the New Focus Impact Partners Convertible Debt and the New Convertible Debt, the Company agreed (i) to grant the Secured Parties a first ranking security interest in all of the carbon credits and similar environmental assets held by the Company, presently existing or hereafter created or acquired, and (ii) to execute and deliver to the Secured Parties a security agreement evidencing the Secured Parties’ security interest (the “Security Agreement”). On December 18, 2024, the Company executed and delivered to the Secured Parties the Security Agreement. 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 as at July 31, 2025 was estimated to be $ 72,500 as valued using the Monte Carlo model. Crypto Strategy Convertible Debt On July 17, 2025, the Company entered into a securities purchase agreement with Helena for the issuance of up to fifty-nine tranches of convertible notes (“Crypto Strategy Convertible Debt”) for a total principal amount of $ 300,000,000 , with closings of each tranche subject to fulfillment of conditions. Each tranche will have an issuance discount of 8 %, and bear interest at a rate of 8 % per annum, with a maturity date of 18 months from the date of funding. Interest shall be payable by the Company on the first day of each month. At the option of the Company, the interest is payable in cash, through the issuance of additional notes, or under certain situations, through the issuance of common shares. The Crypto Strategy Convertible Debt ranks senior to all outstanding and future indebtedness of the Company. The securities purchase agreement will terminate automatically on July 17, 2027. The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of the Company at the option of the holder at 95 % of the lowest daily volume weighted average price of the Company’s shares during the 5 preceding trading days, subject to a floor price of $ 0.7722 , and a cap price of $ 7.722 . If the Company issues any debt or equity, the lenders have the option to cause the Company to direct 25 % of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt . 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. A 10 % prepayment penalty is applied on any repayments prior to the maturity date. During the period ending on the later of (i) 12 months after the closing date of the initial tranche of the Crypto Strategy Convertible Debt, and (ii) the termination of the securities purchase agreement for the Crypto Strategy Convertible Debt, if the Company offers new securities for sale, the lenders have first refusal to up to 25 % of the new securities being offered. F-30 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) The proceeds of the Crypto Strategy Convertible Debt are subject to restrictions of use, with 70 % of the net proceeds of the initial tranche, and 75 % of the net proceeds of the subsequent tranches are required to be used to purchase cryptocurrencies. Until such time as the Company’s aggregate acquisition of cryptocurrencies equal or exceeds $ 20,000,000 (the “Digital Asset Threshold Amount”), the Crypto Strategy Convertible Debt will be secured by a first preference perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and cryptocurrencies purchased with the proceeds of the Crypto Strategy Convertible Debt, as evidenced by a security agreement. Subject to certain exceptions contained in the purchase agreement for the Crypto Strategy Convertible Debt, upon the Company’s achievement of the Digital Asset Threshold Amount, the parties have agreed to amend the terms of the security agreement such that the Company’s obligations shall thereafter be secured exclusively by the cryptocurrencies held in the designated collateral control account. Currently, as the Digital Asset Threshold Amount is not yet met, the Crypto Strategy Convertible Debt is secured by up to $ 20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in cryptocurrencies. The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account. On July 17, 2025, the Company closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $ 10,000,000 , for gross proceeds of $ 9,200,000 , with a maturity date of January 17, 2027 . The Company also incurred $ 85,000 in transaction costs in connection with the issuance. $ 6,405,000 of net proceeds are intended for the purchase of cryptocurrencies. As of July 31, 2025, $ 6,405,000 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet. In connection with entering into the Crypto Strategy Convertible Debt, the Company entered into a registration rights agreement (the “RRA”), pursuant to which, the Company agreed to register for resale the common shares that are issuable upon conversion of the Crypto Strategy Convertible Debt. If the registration statement covering the resale of the common shares is not filed or declared effective by certain dates set forth in the RRA, the Company will be required to pay Helena I certain amounts as liquidated damages. A continuity of the Company’s convertible debentures is as follows: Balance as at August 1, 2023 $ - Issued 920,000 Fair value of embedded derivative ( 73,550 ) Transaction costs ( 36,484 ) Accretion 52,552 Interest 19,026 Balance as at July 31, 2024 $ 881,544 Issued 13,686,133 Fair value of embedded derivative ( 138,250 ) Issuance discount ( 800,000 ) Transaction costs ( 85,000 ) Repayment ( 448,151 ) Accretion 346,424 Interest 305,591 Accrued interest transferred to accrued liabilities ( 21,129 ) Extinguishment ( 3,982,650 ) Assumed on RTO 3,345,000 Balance as at July 31, 2025 $ 13,089,512 F-31 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 9. Convertible debentures (continued) Breakdown of the Company’s convertible debentures is as follows: July 31, 2025 July 31, 2024 Convertible debentures, short-term, related party $ 375,027 $ 881,544 Convertible debentures, long-term, related party 3,914,146 - Convertible debentures, long-term 8,800,339 - $ 13,089,512 $ 881,544 The face value of the convertible debentures as of July 31, 2025 was $ 14,102,499 . Below is a continuity of the embedded derivative liabilities: Balance as at August 1, 2023 $ - Derivative liability component 73,550 Change in fair value of derivative liabilities 845,700 Balance as at July 31, 2024 $ 919,250 Derivative liability component 138,250 Change in fair value of derivative liabilities ( 719,000 ) Transferred to equity ( 266,000 ) Balance as at July 31, 2025 $ 72,500 In connection with the issuance of the convertible debentures during the year ended July 31, 2025, the Company incurred $ 85,000 in directly attributable transaction costs, which are allocated to the convertible debenture. 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. $ 36,484 was allocated to the host financial liability, $ 3,743 was allocated to the embedded derivative and recorded immediately in the consolidated statement of operations as general and administrative expenses. The key inputs used in the Monte Carlo model for the derivative liabilities were as follows: At initial measurement (for the year ended July 31, 2024) As at July 31, 2024 At initial measurement (for the year ended July 31, 2025) As at July 31, 2025 Probability of De-SPAC Transaction closing 90 % 90 % 90 % - 99 % N/A Risk-free interest rate 4.60 % - 4.87 % 4.27 % - 4.38 % 0.61 % - 4.25 % 2.75 % Expected term (years) 0.35 – 0.82 0.26 - 0.54 0.01 – 2.00 1.63 Expected annual volatility for the Company 90 % - 145 % 85 % - 112 % 92.5 % - 150 % 150 % Expected annual volatility for Focus Impact 2.5 % - 5 % 2.5 % 2.5 % - 100 % N/A Common conversion ratio 0.083 - 0.155 0.083 0.063 – 0.1462 N/A Foreign exchange rate 0.727 - 0.747 0.7242 0.718 – 0.734 N/A As at July 31, 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. 10. Mandatory convertible debentures On January 12, 2024, the Company closed a tranche of unsecured convertible notes in the principal amount of $ 100,000 that bear interest at the rate of 15 % per annum, payable only in Company securities on the Conversion Date, or payable in cash in connection with a Liquidating Event or Event of Default. F-32 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 10. Mandatory convertible debentures (continued) In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest automatically convert into SVS of the Company as follows: • At a conversion price equal to the greater of (a) $ 76.50 multiplied by the Common Conversion Ratio, and (b) CAD$ 10.30 . • The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio. 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: • 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$ 10.30 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30-day VWAP and (b) the floor price of CAD$ 10.30 . The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. The mandatory convertible debentures were liabilities classified and initially recorded at fair value with subsequent changes in fair value being recorded in profit and loss (“FVTPL”). The initial fair value was estimated to be $ 100,000 . During the year ended July 31, 2024, the Company recognized a change in fair value of $ 27,500 using a Monte Carlo Simulation. In October 2024, the mandatory convertible debentures were revalued to $ 57,000 using a Monte Carlo Simulation and were converted to 2,244 shares of the Company. The debenture holders were also supposed to receive 1,122 warrants, which have fair value of $ 1,889 as of July 31, 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 year ended July 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 operations and comprehensive loss as general and administrative expenses. Continuity of the Company’s mandatory convertible debentures is as follows: Balance as at August 1, 2023 $ - Issued 100,000 Change in fair value of mandatory convertible debentures 27,500 Balance as at July 31, 2024 $ 127,500 Change in fair value of mandatory convertible debentures ( 70,500 ) Conversion of debentures ( 57,000 ) Balance as at July 31, 2025 $ - F-33 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 10. Mandatory convertible debentures (continued) 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 below. In October 2024, the mandatory convertible debentures were automatically converted into shares and warrants to be issued. Immediately prior to conversion, the Company revalued the mandatory convertible debentures. The fair value of the shares were valued using a share price of $ 3.40 and the warrants using the Black-Scholes option pricing model (Note 13). As at July 31, 2024 Probability of De-SPAC Transaction closing by maturity date 85 % Risk-free interest rate 4.42 % Expected term (years) 0.19 Expected annual volatility for the Company 92.5 % Expected annual volatility for Focus Impact 2.5 % Common conversion ratio 0.083 Foreign exchange rate 0.7242 11. Warrant liabilities Impact of Change in Functional Currency on August 1, 2024 As at July 31, 2024, the Company had 132,811 warrants outstanding. The exercise price of these warrants is denominated in CAD. Due to the change in functional currency of the Company, a total of 121,995 warrants which were issued in connection with the Company’s reverse merger on November 4, 2022 and for private placements with an initial carrying value of $ 1,836,666 were reassessed to be derivative liabilities. The fair value of the warrants upon the change in classification on August 1, 2024 of $ 454,571 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 105 %, risk-free interest rate – 3.49 % and an expected remaining life – 0.7 years. The fair value of these warrants is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the warrant liabilities on August 1, 2024 was $ 1,382,096 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity. 10,816 of the warrants outstanding on August 1, 2024 were issued to brokers as compensation for finders fees (the “Broker Warrants”) and fall under the Scope of ASC 718, Stock-based Compensation. As the Company’s stock was primarily traded on the Cboe Exchange in Canadian dollars 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 year ended July 31, 2025 On October 8, 2024, the Company’s mandatory convertible debentures were automatically converted to shares of the Company. The debt holders were supposed to receive 1,122 warrants exercisable at CAD$ 67.30 for two years . The warrants to be issued are recorded as warrant liabilities as the exercise price is denominated in CAD. The fair value of the warrants to be issued at conversion date was estimated to be $ 7,500 using the Black-Scholes option pricing model, with the following assumptions: expected dividend yield - 0 %, expected volatility – 92.5 %, risk-free interest rate – 4.53 % and an expected remaining life – 2 years. On October 29, 2024, 9,176 liability classified warrants were exercised at an exercise price of CAD$ 13.08 per share. The difference between the fair value of the warrants 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 . On November 4, 2024, 92,917 liability classified warrants, and 10,816 equity classified warrants expired. The fair value of the liability classified warrants were remeasured to $ Nil upon expiry, and the difference to the previously measured fair value of these warrants on August 1, 2024 of $ 25,067 was recognized as a change in fair value of the warrant liabilities of ($ 25,067 ). No recognition was required for the equity classified warrants as a result of their expiry. F-34 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 11. Warrant liabilities (continued) On November 6, 2024, 22,699,987 warrants were issued by the Company in consideration for the De-SPAC transaction (Note 4). The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $ 1.52 for 0.09692 common stock, expiring on November 6, 2029. The fair value of the warrants were $ 7,196,286 upon issuance. As at July 31, 2025, the fair value of the liability classified warrants were remeasured at $ 5,626,473 using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 3.01 % and an expected remaining life of 4.24 years. The Company recognized ($ 1,865,721 ) as a change in fair value for the year ended July 31, 2025. The following is a continuity of the Company’s derivative warrant liabilities: Balance as at July 31, 2024 $ - Warrants fair value upon change in functional currency (Note 2) 454,571 Warrants issued upon De-SPAC transaction (Note 4) 7,196,286 Warrants to be issued (mandatory convertible debentures) 7,500 Change in fair value of warrant liabilities (exercised warrants) 162,396 Change in fair value of warrant liabilities (expired warrants) ( 25,067 ) Fair value of warrants exercised ( 303,492 ) Change in fair value of warrant liabilities ( 1,865,721 ) Balance as at July 31, 2025 $ 5,626,473 12. Stock option liabilities Impact of listing on the NASDAQ on November 6, 2024 As at November 6, 2024, the Company had 62,772 stock options outstanding. The exercise price of these stock options is denominated in CAD. Due to the listing of the Company on the NASDAQ (Note 4) and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities. The fair value of the stock options upon the change in classification on November 6, 2024 of $ 330,090 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 3.12 % and an expected remaining life – 5.96 years. The fair value of these options is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the option liabilities on August 1, 2024 was $ 1,381,715 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity. Changes to stock option liability during the year ended July 31, 2025 As at July 31, 2025, the fair value of the liability classified stock options were remeasured at $ 133,465 using Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 3.16 % and an expected remaining life of 5.23 years. The Company recognized ($ 196,625 ) as a change in fair value for the year ended July 31, 2025, which is presented within salaries and wages. F-35 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 12. Stock option liabilities (continued) The following is a continuity of the Company’s derivative stock option liabilities: Balance as at July 31, 2024 $ - Stock options fair value upon change De-SPAC transaction (Note 4) 330,090 Change in fair value of stock option liabilities ( 196,625 ) Balance as at July 31, 2025 $ 133,465 13. Share capital (a) Authorized As Focus Impact Acquisition Corp., the Company formerly was authorized to issue 500,000,000 shares of Class A common stock, 50,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock. All former shares were exchanged for common stock of the Company upon completion of the RTO (Note 4). Upon the RTO and continuance into Alberta, the old classes of shares were cancelled and replaced by those of the Company. The Company is authorized to issue an unlimited number of common stock without par value. The Company is authorized to issue an unlimited number of preferred stock, issuable in series in accordance with the Business Corporations Act of Alberta, Canada. (b) Shares issued Shares issued during the year ended July 31, 2025 On September 5, 2024, the Company issued 1,596 shares with a fair value of $ 47,904 in settlement of accounts payable in the amount of $ 39,527 and recognized a loss on the settlement of $ 8,377 . In October 28, 2024, the Company issued 2,244 shares with a fair value of $ 49,500 for the conversion of the mandatory convertible debentures (Note 10). On October 29, 2024, the Company issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$ 13.08 per share for gross proceeds of $ 86,237 . The fair value of the warrants was $ 303,492 . On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), with each of former Devv Holdings shares converted to securities of the Company on a 1 to 0.152934 basis. All disclosures in these financial statements on number of shares have been accordingly converted on the same basis. 515,920 shares with a fair value of $ 3,147,117 were retained by former shareholders of the Company as consideration for the De-SPAC transaction. F-36 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (b) Shares issued (continued) On November 6, 2024, upon completion of the De-SPAC transaction (Note 4), the Company also issued: • 200,000 shares with a fair value of $ 1,220,000 for the acquisition of 50 % interest in an associate, FCS (Note 6). • 300,052 shares with a fair value of $ 1,830,318 in settlement of accounts payable and accrued liabilities with various vendors of Devv Holdings and Devv Corp, in the amount of $ 10,523,400 . On October 29, 2024, the Focus Impact Sponsor transferred their Focus Impact Class A shares (“Sponsor Shares”) to the various vendors in settlement of the debt. Upon the closing of the De-SPAC transaction, the Company issued 300,052 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 such the gain on settlement of $ 8,693,082 was recognized in equity. • 169,480 shares to various parties for gross proceeds of $ 2,250,000 , of which $ 20,000 remain receivable as of July 31, 2025. • 50,000 shares with a fair value of $ 305,000 as a commitment fee in connection the ELOC Agreement with Helena I (Notes 7 and 17). The fair value of the shares is recognized as deferred financing costs of the Company. • 324,987 shares with a fair value of $ 1,982,424 for the acquisition of carbon credits, and for deposits on carbon credits purchases (Note 5). On November 13, 2024, the Company issued 55,729 shares with a fair value of $ 585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement (Note 18). On December 27, 2024, the Company issued 41,247 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 16,666 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 18) upon the effectiveness of the Helena I Registration Statement. In March 2025, the Company issued 160,600 shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 481,530 . In May 2025, the Company issued 334,600 shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 1,051,857 . In July 2025, the Company issued 350,500 shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 1,794,694 . Of the gross proceeds, $ 448,151 were retained by Helena I for the repayment of the initial tranche of the Crypto Strategy Convertible Debt (Note 9). In July 2025, the Company cancelled 155,000 shares in relation to the termination of carbon credit purchase agreements (Note 5). F-37 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (b) Shares issued (continued) Shares issued during the year ended July 31, 2024 On August 4, 2023 the Company issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$ 13.08 per share. On August 22, 2023 the Company issued 6,372 shares for the exercise of 6,372 share purchase warrants, at an exercise price of CAD$ 13.08 per share. On September 22, 2023 the Company issued 2,549 shares for the exercise of 2,549 share purchase warrants, at an exercise price of CAD$ 13.08 per share. (c) Share purchase warrants The continuity of share purchase warrants is as follows: Number of warrants Weighted Average Exercise price Remaining life (Years) Balance, July 31, 2023 150,908 $ 44.69 1.85 Exercised ( 18,097 ) $ 9.73 - Balance, July 31, 2024 132,811 $ 47.23 0.67 Issued on RTO (Note 4) 22,699,987 $ 1.52 - Exercised ( 9,176 ) $ 9.50 - Expired ( 105,032 ) $ 56.90 - Balance, July 31, 2025 22,718,590 $ 1.53 4.27 As at July 31, 2025, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiry date 18,603 CAD$ 13.08 September 29, 2026 22,699,987 * $ 1.52 November 6, 2029 22,718,590 * Each warrant exercisable for 0.09692 common stock. All of the warrants outstanding are liability classified (Note 11). The Company has 1,122 warrants with an exercise price of CAD$ 67.30 to be issued as of July 31, 2025. Of the 22,699,987 warrants issued on the RTO, 11,200,000 were to replace former SPAC public warrants (“Public Warrants”), and 11,499,987 were to replace former SPAC private warrants (“Private Warrants”, together with Public Warrants, “SPAC Warrants”). Each SPAC Warrant is exercisable at $ 1.52 for 0.09692 shares of common stock. In connection with the Initial Business Combination, the Company assumed the agreements for the SPAC Warrants between the Company’s predecessor, Focus Impact Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent, and entered into such amendments thereto as were necessary to give effect to the provisions of the BCA, and each SPAC Warrant then outstanding and unexercised automatically without any action on the part of its holder was converted into a warrant of the Company. F-38 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (c) Share purchase warrants (continued) Each replacement warrant is subject to the same terms and conditions, including exercisability terms, as were applicable to the corresponding SPAC Warrants immediately prior to the Initial Business Combination, except to the extent of such terms or conditions that are rendered inoperative by the Initial Business Combination. Accordingly, following the Initial Business Combination: • each replacement warrant will be exercisable solely for the Company’s common shares; • the number of the Company’s common shares subject to each replacement warrant will be equal to the number of Class A common shares subject to the applicable SPAC Warrant (subject to amendments as set forth in the agreement to the SPAC Warrants) • the per share exercise price for the Company’s common shares issuable upon exercise of such replacement warrant will be equal to the per share exercise price for the Class A Common Shares subject to the applicable SPAC Warrant, as in effective prior to the Initial Business Combination (subject to amendments as set forth in the agreement to the SPAC Warrants) Public Warrants The Company had agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of common stock until the warrants expired or were redeemed, as specified in the warrant agreement; provided that if the Company’s common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfied the definition of a ‘‘covered security” under Section 18(b)(1) of the Securities Act, the Company may. at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, would not be required to file or maintain in effect a registration statement, but would use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the lessor of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. F-39 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (c) Share purchase warrants (continued) Private Warrants The Private Warrants are not redeemable by the Company so long as they are held by Focus Impact Sponsor or its permitted transferees. Focus Impact Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis, Company’s right to redemption of warrants The Company may redeem the outstanding Public Warrants under the following conditions, while a registration statement covering the common stock issuable upon exercise of the warrants is effective, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder: (1) Redemption at a price of $ 0.01 per warrant If common stock is trading at a price in excess of $ 23.90 (“Upper Redemption Trigger”) for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders. (2) Redemption at a price of $ 0.10 per warrant If the common stock is trading in excess of $ 13.20 (“Lower Redemption Trigger”) for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders. Concurrently, if the common stock is trading at a price of less than the Upper Redemption Trigger for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders, the Private Warrants must also be concurrently called for redemption on the same terms as the Public Warrants. Adjustments to exercise price of SPAC Warrants The terms of the SPAC Warrants provided for an adjustment of the exercise price if the Initial Business Combination issued shares at a price (“Newly Issued Price”) below $ 92.00 per share, the aggregate gross proceeds from such issuances represent more than 60 % of total equity proceeds, and the 20 -day VWAP of the Company’s shares upon Initial Business Combination (“Market Value”) is below $ 92.00 . In such event, the exercise price will be adjusted to be 115 % of the higher of the Market Value and the Newly Issued Price (“Reference Price”); the Upper Redemption Trigger will be adjusted to be 180 % of the Reference Price ; and the Lower Redemption Trigger will be adjusted to the Reference Price. On December 6, 2024, the Company determined the Newly Issued Price was $ 13.20 ; and the Market Value was $ 9.40 . Accordingly the Reference Price was set at $ 13.20 . The Company accordingly issued a notice of warrant adjustment to holders of SPAC Warrants, effecting the following adjustments in accordance with the terms of the SPAC Warrants: • Adjustment to the exercise price of the SPAC Warrants to $ 1.52 per 0.09692 share of the common stock of the Company, being 115 % of Reference Price; • Adjustment of the Upper Redemption Trigger to $ 23.90 per share of the common stock of the Company, being 180 % of Reference Price; • Adjustment of the Lower Redemption Trigger to $ 13.20 per share of the common stock of the Company, being the Reference Price F-40 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (c) Share purchase warrants (continued) The number of SPAC Warrants outstanding is not impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split (Note 20) of the Company. Correspondingly, the exercise price is also not adjusted. Instead, the number of shares each SPAC Warrant is exercisable into is adjusted to account for such adjustments. Upon RTO, the number of shares each SPAC Warrant is exercisable into (“Exercise Ratio”) is reduced from 1 to 0.9692 . Upon reverse stock-split in August 2025, the Exercise Ratio is further reduced to 0.09692 . As set forth in the warrant agreement for the SPAC Warrants, the SPAC Warrants are not exercisable for any fractional shares. If, by reason of any adjustment made pursuant to the terms of the SPAC Warrants, the holder would be entitled to a fractional interest in a shares upon exercise of such SPAC Warrant, the Company shall round down to the nearest whole number of common shares to be issued to such holder upon exercise. (d) Stock options The continuity of the Company’s stock options is as follows: Number of stock options Weighted average exercise price Outstanding, October 31, 2024 and July 31, 2024 62,772 $ 40.20 Forfeited ( 1,395 ) $ 37.74 Granted 50,000 $ 2.32 Cancelled ( 2,733 ) $ 37.74 Outstanding, July 31, 2025 108,644 $ 22.79 Exercisable, July 31, 2024 33,496 $ 40.10 Exercisable, July 31, 2025 51,859 $ 40.16 As at July 31, 2025, the weighted average remaining contractual life of outstanding options is 4.90 years (July 31, 2024 – 7.09 years). As at July 31, 2025, the following stock options were outstanding and exercisable: Number of options outstanding Exercise price Expiry date Number of options exercisable 2,676 CAD$ 52.40 January 17, 2028 2,676 9,176 CAD$ 52.40 February 6, 2028 9,176 8,411 CAD$ 72.60 May 15, 2028 7,035 764 CAD$ 77.20 June 26, 2028 764 50,000 $ 2.32 March 26, 2030 - 22,938 CAD$ 52.40 January 17, 2032 19,500 4,588 CAD$ 52.40 March 1, 2032 3,900 917 CAD$ 52.40 March 14, 2032 780 7,646 CAD$ 52.40 October 12, 2032 6,500 1,528 CAD$ 52.40 February 6, 2033 1,528 108,644 51,859 F-41 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (d) Stock options (continued) Stock options issued during the year ended July 31, 2025 On March 26, 2025, 50,000 stock options with an exercise price of $ 2.32 and a term of 5 years was granted to officers of the Company. One-third of the stock 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 year ended July 31, 2024 No stock options were issued during the year ended July 31, 2024. Share-based compensation – Stock options Share-based payments relating to the vesting of stock options for the year ended July 31, 2025 was $ 72,641 (2024 - $ 692,740 ) 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, 58,644 stock options outstanding are liability classified (Note 12). As of July 31, 2025, the total intrinsic value of stock 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 July 31, 2025. (e) Restricted stock units (“RSUs”) The continuity of the Company’s RSU’s is as follows: Number of RSUs Outstanding, July 31, 2023 103,686 Granted 17,789 Outstanding, July 31, 2024 121,475 Granted 30,586 Forfeited ( 3,753 ) Outstanding, July 31, 2025 148,308 RSUs granted during the year ended July 31, 2025 On March 26, 2025, 30,586 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 issued during the year ended July 31, 2024 On July 30, 2024, the Company granted 17,789 RSUs to directors, officers, employees and consultants of the Company. Each vested RSU can be exchanged for one common stock of the Company for no additional consideration. The RSUs will vest as follows: • 10 % vest upon the 6-month anniversary of the grant date • 15 % vest every 6 months thereafter for a period of 36 months F-42 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 13. Share capital (continued) (e) Restricted stock units (“RSUs”) (continued) As at July 31, 2025, the following RSUs were outstanding and vested: Number of RSUs outstanding Grant date Number of RSUs Vested 917 November 30, 2021 917 38,232 December 24, 2021 32,496 1,009 March 1, 2022 1,009 62,702 March 14, 2022 53,985 14,862 July 30, 2024 7,086 30,586 March 26, 2025 25,998 148,308 121,491 Share-based compensation – RSU’s Share-based payments relating to the vesting of RSUs for the year ended July 31, 2025 was $ 510,325 (2024 - $ 597,587 ) and is recorded as salaries and wages on the consolidated statement of operations. 14. Related party transactions and balances Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. At July 31, 2025, the Company had amounts owing and accrued liabilities of $ 794,990 (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 year ended July 31, 2025, the Company incurred wages and management fees of $ 698,890 and $ 279,000 , respectively, to officers of the Company. Share based compensation incurred to officers and directors of the Company amounted to $ 488,569 . During the year ended July 31, 2025, the Company accrued interest of $ 228,518 on convertible debentures payable to related parties (Note 9). During the year ended July 31, 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 year ended July 31, 2025, the Company issued 55,729 common shares with a fair value of $ 585,155 to Focus Impact Partners in consideration for a strategic consulting agreement (Note 13). During the year ended July 31, 2024, the Company issued convertible debentures to Devvio and Envviron (Note 9). During the year ended July 31, 2025, these loans were amended to extend their maturities to May 30, 2025, and the Company is in negotiations for further extension of maturities. During the year ended July 31, 2024, the Company signed an amended strategic partnership agreement with Devvio (Note 18). F-43 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 15. Financial instruments As at July 31, 2025, the Company’s financial instruments consist of cash, restricted cash, trade receivable, 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. 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. The Company’s derivative liabilities and mandatory convertible debentures are level 3 financial instruments and its warrant liabilities and stock option liabilities are Level 2 instruments. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The unobservable inputs used for valuation of the mandatory convertible debentures and derivative liabilities included volatility and probability of De-SPAC transaction. Any significant changes in unobservable inputs could result in significantly lower or higher fair value measurements. The risk exposure arising from these financial instruments is summarized as follows: (a) Credit risk The Company’s financial assets are cash, restricted 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 $ 10,592,093 . 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. (b) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity by maintaining adequate cash balances and by raising equity financings. The Company has no assurance that such financings will be available on favorable terms. In general, the Company attempts to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares. As at July 31, 2025, the Company had cash of $ 3,446,111 to settle the contractual obligation of current liabilities of $ 11,847,575 which fall due for payment within twelve months of the statement of financial position. All of the Company’s contractual obligations are current and due within one year . (c) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. At July 31, 2025, the Company has minimal exposure to these risks. F-44 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 16. Income taxes A reconciliation between the effective income tax rate and the federal statutory income tax rate is as follows: July 31, 2025 July 31, 2024 Domestic $ ( 4,788,451 ) $ ( 7,403,278 ) International ( 7,278,780 ) ( 2,395,924 ) (Loss) before income taxes ( 12,067,231 ) ( 9,799,202 ) July 31, 2025 July 31, 2024 Expected recovery at statutory rate ( 2,534,119 ) ( 2,057,832 ) Permanent book/tax differences ( 33,892 ) 241,919 Change in valuation allowance 3,825,833 1,873,989 Current tax true up ( 62,750 ) 28,463 Tax rate differential - - Impact of foreign currency translation - ( 13,993 ) Impact of acquisition ( 1,195,073 ) - Total tax expense $ - $ 72,546 The components of the provision for income taxes are as follows: July 31, 2025 July 31, 2024 Current tax expense: Federal $ - $ - Foreign - 72,546 Total current tax expense - 72,546 Deferred tax benefit: Federal - - Foreign - - Total deferred tax benefit - - Total income tax expense $ - $ 72,546 The effective tax rate for 2025 is materially consistent with the prior year comparable period due to the continued full valuation allowance recorded against net deferred tax assets: F-45 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 16. Income taxes (continued) Deferred Income Tax The significant components of the deferred tax assets and liabilities consisted of the following: July 31, 2025 July 31, 2024 Deferred tax assets Net operating loss carryforwards $ 4,573,385 $ 2,441,398 Unexercised share-based compensation 945,890 823,579 Capital start-up costs 2,355,876 620,911 Derivative liability - 193,043 Accrued payroll reserves 162,426 49,866 Financing fees 4,503 6,005 Unrealized foreign exchange gain/loss 13,879 11,434 Total gross deferred tax assets 8,055,960 4,146,236 Valuation allowance ( 7,967,381 ) ( 4,141,548 ) Total deferred tax assets, net of valuation allowance 88,579 4,688 Deferred tax liability Convertible debt ( 88,579 ) ( 4,410 ) Depreciation - ( 278 ) Unrealized foreign exchange gain/loss - - Total gross deferred tax liabilities ( 88,579 ) ( 4,688 ) Net deferred tax asset - - In assessing the realizability of deferred tax assets, management considers all positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, primarily related to the history of cumulative operating losses, the net deferred tax assets are fully offset by a valuation allowance at July 31, 2025 and 2024. As of July 31, 2025, the Company recorded a valuation allowance of $ 7,967,381 compared to $ 4,141,548 as of July 31, 2024. As of July 31, 2025, the Company had $ Nil of unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of both July 31, 2025 and July 31, 2024 the Company had accrued $ Nil for net interest and penalties. As of July 31, 2025, the Company had Canadian federal net operating loss carryforwards (“NOLs”) of $ 7,324,903 which have a 20 -year expiration period and will begin to expire in 2040, and U.S. federal NOLs of $ 14,453,122 which can be carried forward indefinitely. DevvStream Holdings Inc. is subject to U.S. federal tax, as well as various foreign jurisdictions including Canadian federal and provincial tax that impose an income tax. The years that remain subject to examination are 2021 and onwards. F-46 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 16. Income taxes (continued) U.S. Income Tax Status U.S. federal tax legislation was enacted in 2004 to address perceived U.S. tax concerns in “corporate inversion” transactions. A “corporate inversion” generally occurs when a non-U.S. corporation acquires “substantially all” of the equity interests in, or the assets of, a U.S. corporation or partnership, if, after the acquisition, former equity holders of the U.S. corporation or partnership own a specified level of stock in the non-U.S. corporation. The tax consequences of these rules depend upon the percentage identity of stock ownership that results. Generally, in the “80-percent identity” transactions, i.e. former equity holders of the U.S. corporation owns 80% or more of the equity of the non-U.S. acquiring entity (excluding certain equity interests), the tax benefits of the inversion are limited by treating the non-U.S. acquiring entity as a domestic entity for U.S. tax purposes, DevvStream Holdings Inc. is subject to both Canadian and US tax. Note, the ownership percentage is computed under section 7874 which varies from legal ownership. Management is of the view that a corporate inversion has resulted from the RTO transaction completed on November 4, 2022. Management has determined that DevvStream Holdings Inc. is subject to the “80 percent” identity with respect to the transactions undertaken. The tax implication resulting from this transaction would be annual filing of US corporate income tax return and additional withholding tax payment to IRS on future distribution to minority shareholders. 17. Segmented information The Company operates in one reportable operating segment – the development and monetization of environmental assets. All of the Company’s revenue during the year ended July 31, 2025 are attributable to the operating segment of development and monetization of environmental assets. The Company’s assets are located in Canada. F-47 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 18. Commitments and contingencies • 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. They will provide a minimum advance of $ 1,000,000 by August 1, 2024, followed by $ 1,270,000 by August 1, 2025 and August 1, 2026. Additionally, starting from 2027, if advance royalty payments fall below $ 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. On July 8, 2024, the parties further amended the agreement such that the minimum advances extended by one year and are now due as follows: $ 1,000,000 by August 1, 2025, followed by $ 1,270,000 by August 1, 2026 and August 1, 2027. Additionally starting in calendar year 2028, if advance royalty payments fall below $ 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. The agreement is subsequently amended on October 28, 2025 to eliminate the aforementioned payment obligations (Note 20). • 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. Such 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 July 31, 2025. The Company has accrued $ 7,000 in connection with the annual fee payable as of July 31, 2025. • On October 29, 2024, the Company entered into the ELOC Agreement with Helena I (Note 7). Following the closing of the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company is to issue 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) $ 7.50 . The Company issued 16,666 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 will provide the Company with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $ 500,000 , which will be payable in quarterly installments of $ 125,000 starting with an initial payment for the period beginning 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. As of July 31, 2025, neither condition has 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 Agreement. • Holders of the Company’s common stock, including Focus Impact Sponsor and historical holders of Devv Holdings, as well as holders of SPAC Warrants are entitled to registration rights pursuant to registration rights agreements signed prior to the RTO, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. F-48 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 18. Commitments and contingencies (continued) • On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases, including redemptions, of stock by publicly traded domestic corporations in the U.S.. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for the purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. During 2024, the IRS issued final regulations with respect to the timing and payment of excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its obligations with respect to this provision of the IR Act. As the Company was formerly a special purposes acquisition corporation, redemption of shares by shareholders took place prior to the Initial Business Combination. The Company accrued $ 2,410,973 in excise taxes payable (Note 8), however has not made a payment as of July 31, 2025. If the Company is unable to pay its obligations in full, it may be subject to additional interest and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. • From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At July 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. 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. 19. Retrospective adjustments Presentation of historical number of equity instruments, weighted average number of shares outstanding, exercise price of equity instruments and conversion price of convertible instruments for the year ended July 31, 2024 were retrospectively adjusted, as a result of the following events: • the De-SPAC transaction (Note 4) on November 6, 2024, which effected a consolidation of the historical equity of Devv Holdings by the Common Conversion Ratio, i.e., 1 for 0.152934 ; and, • the reverse stock split (Note 20) on August 8, 2025, with the effect of a one-for-ten reverse split. This results in an aggregate consolidation of historical number of shares by a factor of 1-to- 0.0152934 , with the inverse impact on exercise prices and conversion prices (the “Retrospective Impact”). A summary of the impact of the retrospective adjustments are as follows: Common shares outstanding The number of common shares outstanding presented on the consolidated balance sheet and in Note 13(b) were adjusted as follows: SVS and MVS of Devv Holdings in issue as of July 31, 2024 were replaced by the issuance of common shares of the Company upon the De-SPAC transaction (Note 4), on the basis of the Common Conversion Ratio. F-49 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 19. Retrospective adjustments (continued) 29,603,123 SVS and 4,650,000 MVS were outstanding as of July 31, 2024. Each MVS was the equivalent of 10 SVS. The Company had an effective amount of 76,103,123 SVS outstanding, which was consolidated to be 1,163,871 common shares outstanding upon accounting for the Retrospective Impact. 28,419,790 SVS and 4,650,000 MVS were outstanding as of July 31, 2023. Each MVS was the equivalent of 10 SVS. The Company had an effective amount of 74,919,790 SVS outstanding, which was consolidated to be 1,145,774 common shares outstanding upon accounting for the Retrospective Impact. Shares issued during the year ended July 31, 2024 The number of shares issued during the year ended July 31, 2024 presented on the consolidated statement of changes in shareholders’ deficiency and in Note 13(b) were adjusted as follows: During the year ended July 31, 2024, 1,183,333 SVS were issued for warrant exercises. Accounting for the Retrospective Impact, it is equivalent to the issuance of 18,097 common shares. Weighted average number of shares – basic and diluted, for the year ended July 31, 2024 The below is the calculation of the weighted average number of shares of the Company for the year ended July 31, 2024, as presented in the consolidated statement of operations, before and after accounting for the Retrospective Impact: For the year ended July 31, 2024 As presented in prior year Retrospective Impact SVS outstanding, July 31, 2023 28,419,790 - MVS outstanding, July 31, 2023 4,650,000 - Common shares outstanding, July 31, 2023 - 1,145,774 Effect of shares issued for warrant exercises 1,125,318 17,210 Weighted average number of shares outstanding 34,195,108 1,162,984 Conversion terms of convertible debentures The conversion terms of convertible debentures (Note 9) for the Devvio Tranche, Focus Impact Partners Convertible Debt, and Envviron Tranche are adjusted such that the conversion prices are multiplied by a factor of 10, as a result of the reverse stock split (Note 20). The figures are not adjusted for the impact of the De-SPAC (Note 4), as such conversion terms are set up such that such prices were on the basis of prior to the application of the Common Conversion Ratio. Conversion terms of mandatory convertible debentures The conversion terms of mandatory convertible debentures (Note 10) are adjusted such that the conversion prices are multiplied by a factor of 10, as a result of the reverse stock split (Note 20). The figures are not adjusted for the impact of the De-SPAC (Note 4), as such conversion terms are set up such that such prices were on the basis of prior to the application of the Common Conversion Ratio. F-50 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 19. Retrospective adjustments (continued) Share purchase warrants The below sets forth the movement of the number of share purchase warrants, in Note 13(c), during the year ended July 31, 2024, before and after the application of the Retrospective Impact: Number of warrants Prior to Retrospective Impact After Retrospective Impact Balance, July 31, 2023 9,872,351 150,908 Exercised ( 1,183,333 ) ( 18,097 ) Balance, July 31, 2024 8,689,018 132,811 The weighted average exercise prices are correspondingly adjusted through the application of the Retrospective Impact, and are translated to be presented in US dollars using the prevailing foreign exchange rates on the balance sheet dates and exercise dates. Stock options The below sets forth the movement of the number of stock options, in Note 13(d), during the year ended July 31, 2024, before and after the application of the Retrospective Impact: Number of stock options Prior to Retrospective Impact After Retrospective Impact Balance, July 31, 2024 4,105,000 62,772 Exercisable, July 31, 2024 2,190,250 33,496 The weighted average exercise prices are correspondingly adjusted through the application of the Retrospective Impact, and are translated to be presented in US dollars using the prevailing foreign exchange rates on July 31, 2024. Restricted stock units The below sets forth the movement of the number of RSUs, in Note 13(e), during the year ended July 31, 2024, before and after the application of the Retrospective Impact: Number of RSUs Prior to Retrospective Impact After Retrospective Impact Balance, July 31, 2023 6,780,000 103,686 Exercised 1,163,572 17,789 Balance, July 31, 2024 7,943,572 121,475 F-51 Table of Contents DevvStream Corp. Notes to Consolidated Financial Statements (Expressed in United States dollars) For the years ended July 31, 2025 and 2024 20. Subsequent events Issuance of shares In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena I (Note 7) for gross proceeds of $ 756,607 . $ 189,152 of the gross proceeds are used to repay the Crypto Strategy Convertible Debt (Note 9). Reverse stock split On August 8, 2025, the Company completed a reverse stock split of the Company’s common stock at a ratio of one-for-ten basis. All current and comparative references to the number of common stock, warrants, options, RSUs, weighted average number of common stock, and loss per share have been retrospectively adjusted to give effect to this reverse stock split. Amendment to strategic partnership agreement with Devvio On October 28, 2025, the Company further amended the strategic partnership agreement with Devvio (Note 18) such that the rights and obligations under the existing strategic partnership agreement relating to royalty payments, with the exception of confidentiality obligations in the amendment, are fully settled, discharged and of no further force or effect. The strategic partnership agreement is amended to establish a strategic token program between the parties, whereby the Company agrees to purchase DevvE tokens annually in the amount of $ 1,000,000 in 2025, and $ 1,270,000 in each of 2026 and 2027 (the “Purchase Amounts”). The amount of DevvE tokens purchased will be determined by 10-day VWAP price (the “Purchase Price”). In connection with the purchases, the Company will also receive warrants to acquire additional DevvE tokens equal to 25 % of the Purchase Amounts, exercisable at the same Purchase Price, for 3 years from each purchase date. F-52 Table of Contents Exhibit Index Exhibit Number   Description 2.1†*   Business Combination Agreement, dated as of September 12, 2023, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023). 2.2*   First Amendment to the Business Combination Agreement, dated as of May 1, 2024, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024). 2.3*   Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024, by and among FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on August 12, 2024). 2.4*   Waiver to Certain Business Combination Conditions Precedent, dated October 29, 2024, by and between FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 3.1*   Certificate of Continuance of the Company. 3.2   Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by DevvStream on August 7, 2025). 3.3*   By-Laws of the Company. 4.1*   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, filed by FIAC on June 3, 2021). 4.2*   Warrant Agreement, dated November 1, 2021, by and between FIAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by FIAC on November 1, 2021). 4.3*   Specimen Common Shares Certificate of DevvStream Corp. 5.1*   Opinion of McMillan LLP as to the validity of shares of Common Shares. 10.1*   Strategic Partnership Agreement, dated November 28, 2021, between Devvio, Inc. and DevvESG Streaming, Inc. (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023). 10.2*   Amendment No. 1 to the Strategic Partnership Agreement, dated November 30, 2021, between Devvio, Inc. and DevvESG Streaming, Inc. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023). 10.3*   Amendment No. 2 to the Strategic Partnership Agreement, dated September 12, 2023, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023). 10.4+*   DevvStream Corp. 2024 Equity Incentive Plan (incorporated by reference to Annex F to the Prospectus on Form 424B3, filed by FIAC on August 9, 2024). 10.5*   Form of DevvStream Corp. Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024). 10.6*   Amendment No. 3 to the Strategic Partnership Agreement, dated July 8, 2024, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024). 10.7*   Sponsor Side Letter, dated as of September 12, 2023, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023). 10.8*   Amendment No. 1 to the Sponsor Side Letter, dated as of May 1, 2024, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024) 10.9*   Amendment No. 2 to Sponsor Letter Agreement, dated October 29, 2024, by and between FIAC and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 67 Table of Contents Exhibit Number   Description 10.10*   Contribution and Exchange Agreement, dated October 29, 2024, by and among FIAC, DevvStream and Crestmont (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 10.11*   Form of PIPE Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 10.12*   Form of Carbon Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 10.13*   Amended and Restated Registration Rights Agreement, dated November 6, 2024, by and among FIAC, the Sponsor and certain other legacy DevvStream holders. 10.14*   Registration Rights Agreement, dated October 29, 2024, by and between FIAC and Karbon-X Corp (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 10.15*   Form of Company Support & Lock-Up Agreement, by and between FIAC, the Sponsor and certain other legacy DevvStream holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023). 10.16*   Purchase Agreement, dated October 29, 2024, by and between FIAC, Helena Global Investment Opportunities I Ltd. and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024). 10.17+*   Employment Agreement, dated November 6, 2024, between DevvStream Corp. and Sunny Trinh. 10.18+*   Employment Agreement, dated November 6, 2024, between DevvStream Corp. and Chris Merkel. 10.19*   Strategic Consulting Agreement, dated November 13, 2024, by and between DevvStream Corp. and Focus Impact Partners, LLC. 10.20*   Form of New Convertible Note. 10.21*   Security Agreement, dated December 18, 2024, by and among DevvStream Corp., Focus Impact Sponsor, LLC and Focus Impact Partners, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on December 19, 2024). 10.22*   Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by on July 22, 2025). 10.23*   Form of Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by on July 22, 2025). 10.24*   Form of Security Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by on July 22, 2025). 10.25*   Form of Subsidiary Guarantee (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by on July 22, 2025). 10.26*   Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by on July 22, 2025). 10.27*   Amendment to Rights Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by on August 21, 2025). 10.28*   Crypto Control Account Agreement (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1/A, on September 30, 2025). 10.29*   Master Purchase Agreement (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1/A, on September 30, 2025). 68 Table of Contents 10.30*   Custodial Agreement (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1/A, on September 30, 2025).. 10.31†*   Consulting Agreement with FRNT (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1/A, on September 30, 2025).. 10.32 Amendment to Securities Purchase Agreement dated October 27, 2025 by and between the Company and Helena Global Investment Opportunities I Ltd.. 10.33 Amendment to Promissory Note dated October 27, 2025 by and between the Company and Helena Global Investment Opportunities I Ltd. 10.34 * Fourth Amendment to Strategic Partnership Agreement, dated October 27, 2025, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.1 to the to the Current Report on Form 8-K, filed by on November 3, 2025). 14.1*   Company’s Code of Business Conduct and Ethics. 21.1*   List of Subsidiaries of the Company. 31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Policy Relating to Recovery of Erroneously Awarded Compensation. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Previously filed. + Indicates management contract or compensatory plan. † Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 69