What changed in this filing

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Item 1. Financial Statements

2025-12-16 compared with 2025-06-23 · 752 added, 633 removed, 607 unchanged (70% of the section changed)

3 unchanged sentences

(Expressed in United States dollars)

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

For the three months ended October 31, 2025 and 2024

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

Notes to the Condensed Consolidated Interim Financial Statements

On August 8 2025, the Company effected a 1-for-10 reverse stock split of its outstanding common stock.

All share and per share amounts in these

consolidated financial statements and related footnotes have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated (the “Reverse Stock Split”).

DevvStream Corp.

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Total current assets

Restricted cash

Cryptocurrencies – restricted

Deferred financing costs, long-term

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Accounts payable and accrued liabilities – related parties

Mandatory convertible debentures

Convertible debentures – related parties

Convertible debentures

Derivative liabilities

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Total current liabilities

Convertible debentures, long term

Convertible debentures – related parties, long term

Total liabilities

Shareholders’ deficiency

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Subscription receivable

Accumulated other comprehensive loss

Accumulated other comprehensive income

Total shareholders’ deficiency

5 unchanged sentences

DevvStream Corp.

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

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in United States dollars)

For the three months ended October 31,

Cost of sales

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Total operating expenses

Other income (loss)

Other income (expenses)

Staking income

Interest expense

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Change in fair value of mandatory convertible debentures

Impairment of carbon credits

Stop-loss provision loss

Equity loss on investment in associate

Gain on share settlement

Gain on settlement of debt

Foreign exchange gain

Total other income (loss)

Net income (loss)

Other comprehensive gain (loss)

Loss on revaluation of cryptocurrencies

Foreign exchange gain (loss)

Other comprehensive loss

Foreign currency translation

Net income (loss) and comprehensive income (loss)

Weighted average number of common shares outstanding – Basic

Weighted average number of common shares outstanding –

Income (Loss) per share – Basic

Income (Loss) per share – Diluted

Net loss and comprehensive loss

Weighted average number of shares outstanding - Basic and diluted

Loss per share – Basic and diluted

See accompanying notes to the condensed consolidated interim financial statements.

2 unchanged sentences

(Unaudited - Expressed in United States dollars)

Additional Paid-

Number of Shares

Paid-in Capital

Subscription receivable

Accumulated Deficit

comprehensive

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Share based compensation - Options

Shares issued for warrant exercises

Foreign currency translation

Balance, April 30, 2024

Balance, July 31, 2024

Share based compensation - RSUs

Share based compensation - Options

Warrants reclassified to liabilities on change in functional currency

Stock options reclassified to liabilities on RTO

Conversion option derivative transferred to equity

Gain on modification of debt with related parties

Recapitalization on RTO

Shares issued for warrant exercises

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Shares for settlement of debt

Shares issued in connection with RTO

Shares issued for acquisition of associate

Shares issued for PIPE financing

Shares issued for carbon credit purchases

Shares issued for ELOC commitment

Shares issued for services

Shares issued for ELOC drawdown

Share issuance costs

Foreign currency translation

Balance, April 30, 2025

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY

(Unaudited - Expressed in United States dollars)

Additional Paid-

comprehensive

income (loss)

shareholders’

Balance, January 31, 2024

Share based compensation - RSUs

Share based compensation - Options

Foreign currency translation

Balance, April 30, 2024

Balance, January 31, 2025

Balance, October 31, 2024

Balance, July 31, 2025

Cancellation of shares

Share based compensation - RSUs

Share based compensation - Options

Shares issued for PIPE financing

Shares issued for ELOC commitment

Shares issued for ELOC drawdown

Share issuance costs

Amortization of deferred financing costs

Foreign currency translation

Balance, April 30, 2025

Balance, October 31, 2025

See accompanying notes to the condensed consolidated interim financial statements.

2 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30,

For the period ended October 31,

Operating activities

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Change in fair value of stock option liabilities

Gain on settlement of accounts payable

Staking income

Loss on revaluation of cryptocurrencies

Loss on investment in associate

Impairment of carbon credits

Loss on settlement of accounts payable

Stop-loss provision loss

Non-cash general and administrative

Accrued interest

Accretion expense

Retirement of carbon credits

Changes in non-cash working capital items:

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GST receivable

Other receivables

Carbon credits

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Net cash used in operating activities

Investing activity

Cash assumed on RTO

Net cash provided by investing activity

Investing activities

Purchase of cryptocurrencies

Net cash used in investing activities

Financing activities

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Proceeds from warrant exercise

Proceeds from PIPE financing

Proceeds from ELOC drawdown

Repayment of convertible debentures

Net cash provided by financing activities

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Cash, Beginning

Presented as:

Restricted cash

Supplemental information:

Financing costs in accounts payable and accrued liabilities

Interest paid

Fair value of warrants exercised

Fair value of securities issued for the RTO (Note 4)

Fair value of securities issued for settlement of accounts payable

Fair value of securities issued for services

Fair value of securities issued for carbon credits

Fair value of securities issued for the acquisition of interest in associate

Fair value of securities issued for ELOC commitment

Repayment of convertible debentures from ELOC drawdown proceeds

See accompanying notes to the condensed consolidated interim financial statements.

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(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

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,

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.

(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 2108 N St., Suite 4254, Sacramento, CA 95816.

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).

(“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.

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 condensed consolidated interim financial statements at their historical carrying

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 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”.

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Statement of compliance

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with accounting principles generally

accepted in the United States of America (“U.S.

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with generally accepted accounting

principles in the United States of America (“U.S.

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

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

for the nine months ended April 30, 2025.

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

the three months ended October 31, 2025.

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

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pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash

In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,

operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial

statements for the year ended July 31, 2024.

The interim period results do not necessary indicate the results that may be expected for any other interim period or for the full fiscal year.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results

and cash flows for the periods presented.

The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements

for the year ended July 31, 2025.

The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis.

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(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Basis of preparation (continued)

Going concern

These unaudited condensed consolidated interim 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 April 30, 2025, the Company has a working capital deficit

and incurred negative cash flows and losses since inception.

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

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

These unaudited condensed consolidated interim 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 October 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 require 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.

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 unaudited condensed consolidated interim 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.

These unaudited condensed consolidated interim 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.

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These unaudited condensed consolidated interim 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.

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

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

Name of subsidiary

1 unchanged sentence

Devv Holdings

Vancouver, British Columbia

British Columbia , Canada

Devvstream, Inc.

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British Columbia , Canada

On November 10, 2022, the Company made an investment into Marmota Solutions Incorporated (“Marmota”).

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 Monroe Sequestration Partners, LLC (“MSP”).

The Company owns 50 % of MSP and

accounted for the investment as an equity investment.

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.

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.

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.

DevvStream Corp.

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(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Basis of preparation (continued)

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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.

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.

Use of estimates and judgments

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of

the Company’s accounting policies.

In preparing these condensed consolidated interim financial statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and

for the year ended July 31, 2024, other than the below:

Critical Judgements

Investment in Associate

In October 2024, the Company acquired a 50 % voting

interest in MSP.

Even though the Company holds 50 % of the voting interest, it does not consider that it controls MSP.

This is because

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

manage the affairs of MSP.

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

Significant Estimates

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Basis of preparation (continued)

Fair value of consideration in De-SPAC transaction

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.

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of the

Company’s accounting policies.

year ended July 31, 2025.

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.

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

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.

Significant accounting policies

The significant accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent

with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended July 31, 2024 except for the addition below:

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Significant accounting policies (continued)

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

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

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.

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 option 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.

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.

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

Accordingly, the carbon credits are stated at the lower of cost and net realizable value.

Stop-loss provision liabilities

Certain contracts entered into for the purchase of

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

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”).

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.

DevvStream Corp.

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(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Significant accounting policies (continued)

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

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.

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.

For the three months ended October 31, 2025 and 2024

Significant accounting policies

The significant accounting policies applied in the preparation of these condensed

consolidated interim financial statements are consistent with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended July 31, 2025.

The following accounting policies have been updated or included to reflect transactions

occurring during the current interim period:

Cryptocurrencies

The Company accounts for cryptocurrencies as indefinite-lived intangible assets in

accordance with ASC 350-60.

Cryptocurrencies are initially recorded at cost and subsequently measured at fair value at each reporting date based on quoted prices in active markets, with changes in fair value recognized in earnings in accordance

with ASC 350-60-35 and ASC 820.

Cryptocurrencies are not amortized.

Cryptocurrency holdings are classified as non-current assets when they are restricted as

collateral for long-term obligations or when the Company does not expect to liquidate the assets within twelve months, consistent with ASC 210-10-45.

The Company may delegate certain cryptocurrency holdings to blockchain validators to earn staking

such delegation does not result in derecognition of the underlying tokens because the Company retains control of the assets.

Staking rewards are recognized in earnings when earned and measured at fair value on the date earned.

Reverse takeover

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Combination Agreement (“BCA”) with Devv Holdings.

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

effect the De-SPAC transaction.

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

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

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 condensed consolidated financial statements, including the condensed consolidated balance sheets, condensed

consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in shareholders’ deficiency, and Note 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 on August 8, 2025.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Reverse takeover (continued)

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 5,159,209 shares.

The former shareholders of the Company retained 515,920

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.

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

The purchase price is allocated as follows:

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Reduction to additional paid in capital as a result of the recapitalization

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

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.

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.

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.

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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 April 30, 2025 is $ 1,101,248 .

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

October 31, 2025 is $ 1,094,765 .

Deposit on carbon credits

Consideration paid of $ 667,903 related to the future delivery of carbon credits is recorded as a 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 April 30, 2025.

Impairment of carbon credits

The Company is currently in dispute with one of the vendors for which 1,200,000 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 nine months ended April 30, 2025.

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

As the vendor is in breach of the contract, the

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

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

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

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

Management has assessed that it is probable that the carbon credits

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

The stop-loss

provision related to this contract has not been recognized.

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

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

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Carbon credits (continued)

Retirement of carbon credits

On June 20, 2025, the Company entered

into an agreement to purchase 16,500 carbon credits from a vendor at a unit price of $ 6.06 , for a total purchase consideration of $ 100,000 .

the terms of the agreement, the vendor is required to retire 50 % of the credits on behalf of the Company within five ( 5 ) days of payment confirmation, and transfer the remainder to the Company.

As of October 31, 2025, full consideration of $ 100,000 has been paid.

On August 14, 2025, the vendor retired 50 % of the purchased credits ( 8,250 credits) on behalf of the Company to offset the Company’s

carbon footprints.

Accordingly, an environmental expense of $ 50,000 has been recorded during the three months ended October 31, 2025.

However, as of date of financial statements, the remaining 8,250 carbon credits have not yet been transferred or delivered to the

Cryptocurrencies

The Company holds cryptocurrency assets and related cash balances with Bitgo Trust Company, Inc., a cryptocurrency exchange which is a South Dakota chartered trust company.

These holdings are subject to collateral requirements associated with the

Company’s convertible debentures issued to Helena, the proceeds of which were used to fund the Bitgo account (Note 10).

Under the terms of this financing arrangement, all cryptocurrency and cash maintained with Bitgo are restricted to secure the Helena convertible debt until the fair value of the Company’s cryptocurrency holdings exceeds US$20 million (the

“Threshold Amount”).

Helena also maintains first preference claim on the Company’s assets until the Threshold Amount is met.

Once the Threshold Amount is achieved, only cryptocurrency holdings up to US$20 million in a segregated account remain

pledged as security;

however, as of October 31, 2025, the Threshold Amount had not been met, and all cryptocurrency and cash balances remained fully restricted.

Cryptocurrencies are accounted for as indefinite-lived intangible assets in accordance with ASC 350-60 and are subsequently measured at fair value, with changes in fair value recognized in earnings in accordance with ASC 350-60-35 and ASC 820.

value is determined using quoted prices in active markets.

Activity in cryptocurrency holdings

during the three months ended October 31, 2025 was as follows (in USD):

Balance, August 1, 2025

Staking income earned

Fair value loss

Balance, October 31, 2025

As at October 31, 2025, the Company

held 22.229041 BTC and 12,181.64

SOL, with fair values of $ 109,556.16 per BTC and $ 187.21 per SOL.

The Company also held $ 1,280,000 in cash in the Bitgo account (Note 10).

cryptocurrency and cash balances are presented as non-current assets, as management does not expect to liquidate these assets within the next twelve months and the balances are pledged as collateral for long-term debt, in accordance with ASC

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Cryptocurrencies (continued)

The Company participates in staking activities for Solana.

Staked Solana remains

recognized as an asset of the Company because delegation to validators does not transfer control of the underlying tokens, and the criteria for derecognition under ASC 350-10-40 are not met.

Staking rewards are recognized in earnings when earned

and measured at fair value on the date earned.

During the period, the Company earned 70.66 SOL, with a total fair value of $ 14,334 .

Investment in associate

On November 6, 2024, the Company received 2,000,000

shares in MSP, in connection with an agreement to acquire a stake in MSP in exchange for 2,000,000 shares of the Company that was

entered into on October 28, 2024.

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

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

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

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 October 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.

Summarized financial information of MSP and a reconciliation of the carrying amount of the investment set forth in the condensed

consolidated interim balance sheets are set out below:

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

April 30, 2025

October 31, 2025

Due from related parties

Prepaid expenses

Start-up costs, net

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Summarized statement of loss

November 6, 2024 to

April 30, 2025

For the three months ended

October 31, 2025

Operating expenses

Consulting expenses

General and administrative expenses

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Interest expenses

A continuity of the Company’s investment in associate is as follows:

Balance as at July 31, 2024

Investment by the Company

Company’s ownership

Company’s share of loss

Balance as at April 30, 2025

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Investment in associate (continued)

A continuity of the Company’s investment in associate is as follows:

Balance as at July 31, 2024

Investment by the Company

Company’s share of loss

Balance as at July 31, 2025

Company’s share of loss

Balance as at October 31, 2025

Equity Line of Credit (“ELOC”)

3 unchanged sentences

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, 500,000 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

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.

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 166,667 shares (Note 13) in satisfaction of this obligation.

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

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

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

On March 17, 2025, the Company issued 16,666 shares 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 .

On December 3, 2025, the Company entered a side letter with Helena I, amending the terms of the

Company’s existing convertible note and ELOC Agreement.

The amendment places temporary limits on Helena’s sales of conversion shares, subject to trading-volume conditions, and requires the Company to submit advance notices sufficient to receive at

least $ 7,500,000 in net proceeds under the ELOC prior to February 28, 2026 (Note 18).

As at October 31, 2025, $ 4,084,681 have been drawn against t he ELOC through the issuance of 1,145,700

During the three months ended October 31, 2025, $ 756,600 has been drawn against the ELOC through the issuance of 300,000 shares (Note 13) .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Accounts payable and accrued liabilities

April 30, 2025

October 31, 2025

July 31, 2025

3 unchanged sentences

Income taxes payable

Accounts payable, related parties

liabilities, related parties

Convertible debentures

6 unchanged sentences

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

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

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

5 unchanged sentences

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

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

units consisting of one SVS and half

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

convertible 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

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

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The fair value

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

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

expected dividend yield - 0 %, expected

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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 October 31, 2025, and the Company is in the process of negotiating a further extension.

Focus Impact Partners Convertible Debt (Related Party Convertible Debt)

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

The debentures will

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

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

The debentures will bear interest at a rate

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

debentures are not converted.

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

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

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

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

date without notice or a penalty payment.

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

2 unchanged sentences

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

2 unchanged sentences

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:

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

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The total fair value of the derivative liabilities at the

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

valued using the Monte Carlo model.

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

2 unchanged sentences

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

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

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

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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.

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

without notice or a penalty payment.

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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.

1 unchanged sentence

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

Immediately prior to the November 2024 Amendment, the value

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

The fair value of the conversion

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

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

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

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

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

15 unchanged sentences

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:

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 .

3 unchanged sentences

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

3 unchanged sentences

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Convertible debentures (continued)

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

10 unchanged sentences

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 October 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.

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

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

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

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

The Company also assumed $ 345,000 of

accrued administrative fees owing to Focus Impact Partners.

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

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

Upon the completion of the

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

The Company also assumed $ 345,000

of accrued administrative fees owing to Focus Impact Partners.

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

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

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

1 unchanged sentence

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.

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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

1 unchanged sentence

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

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

of the Company’s shares.

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

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

required bifurcation.

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

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

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

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

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 October 31, 2025 was estimated to be $ 74,000

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 .

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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.

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 .

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 October 31, 2025, $ 1,280,000 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet and $ 5,125,000 has been used for purchase of cryptocurrencies (Note 6).

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

Balance as at August 1, 2023

Fair value of embedded derivative

Transaction costs

Balance as at July 31, 2024

Fair value of embedded derivative

Issuance discount

Transaction costs

Accrued interest transferred to accrued liabilities

1 unchanged sentence

Assumed on RTO

Balance as at April 30, 2025

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

Balance as at July 31, 2025

Balance as at October 31, 2025

Breakdown of the Company’s

convertible debentures is as follows:

October 31, 2025

July 31, 2025

Convertible debentures, short-term, related party

Convertible debentures, long-term, related party

Convertible debentures, long-term

The face value of the convertible debentures as of October 31, 2025 was $ 13,756,590 .

Below is a continuity of the embedded derivative liabilities:

Balance as at August 1, 2023

Derivative liability component

Change in fair value of derivative liabilities

Balance as at July 31, 2024

2 unchanged sentences

Transferred to equity

Balance as at April 30, 2025

Balance as at July 31, 2025

Change in fair value of derivative liabilities

Balance as at October 31, 2025

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.

4 unchanged sentences

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Convertible debentures (continued)

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

measurement (for

the year ended July

(for the year

ended July 31,

July 31, 2025

measurement (for

the period ended

April 30, 2025)

April 30, 2025

October 31, 2025

Probability of De-SPAC Transaction closing

1 unchanged sentence

0.61 % - 4.25

4.27 % - 4.38

0.61 % - 4.25

Expected term (years)

3 unchanged sentences

0.063 - 0.1462

0.063 – 0.1462

Foreign exchange rate

0.718 - 0.734

0.718 – 0.734

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

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

As at October 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.

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.

In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest automatically convert into SVS of the Company as

At a conversion price equal to the greater of (a) $ 7.65 multiplied by the Common Conversion Ratio, and (b) CAD$ 1.03 .

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:

Mandatory convertible debentures (continued)

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

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$ 1.03 .

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 22,448 shares of the Company.

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

As of the date of these financial

statements, these warrants have not yet been issued.

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

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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

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

Balance as at August 1, 2023

Change in fair value of mandatory convertible debentures

Balance as at July 31, 2024

Change in fair value of mandatory convertible debentures

Conversion of debentures

Balance as at April 30, 2025

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

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 $ 0.34 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

Risk-free interest rate

Expected term (years)

Expected annual volatility for the Company

Expected annual volatility for Focus Impact

Common conversion ratio

Foreign exchange rate

For the three months ended October 31, 2025 and 2024

Warrant liabilities

17 unchanged sentences

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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

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

The debt holders were

supposed to receive 11,224 warrants exercisable at CAD$ 6.73 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, 91,760 liability

classified warrants were exercised at an exercise price of CAD$ 1.31 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, 929,838 liability

classified warrants, and 108,178 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.

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 0.9692 common stock, expiring on November 6, 2029.

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

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

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

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

Warrant liabilities (continued)

Changes to warrant liability during the three months ended October 31, 2025

As at October 31, 2025, the fair value of the liability classified warrants were

remeasured at $ 3,343,175 using the Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 2.70 % and an expected remaining life of 4.02 years.

The Company recognized ($ 2,283,298 )

as a change in fair value for the three months ended October 31, 2025.

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

7 unchanged sentences

Change in fair value of warrant liabilities

Balance as at April 30, 2025

Balance as at July 31, 2025

Change in fair value of warrant liabilities

Balance as at October 31, 2025

Stock option liabilities

8 unchanged sentences

(weighted average):

expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 3.12 % and an expected remaining

life – 5.96 years.

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.

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.

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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

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

For the three months ended October 31, 2025 and 2024

Stock option liabilities (continued)

Changes to stock option liability during the three months ended October 31, 2025

As at October 31, 2025, the fair value of the liability classified stock options were remeasured at $ 61,506 using Black-Scholes option pricing model, with the following assumptions (weighted average):

expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 2.81 % and an expected remaining life of 4.66

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

The Company recognized ($ 71,959 ) as a change in fair value for the three months ended October 31, 2025, which is presented within

salaries and wages.

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

2 unchanged sentences

Change in fair value of stock option liabilities

Balance as at April 30, 2025

Balance as at July 31, 2025

Change in fair value of stock option liabilities

Balance as at October 31, 2025

Share capital

1 unchanged sentence

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.

Shares issued

Shares issued during the nine months ended April 30, 2025

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

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 .

Shares issued during the three months ended October 31, 2025

In August 2025, the Company issued 300,000 shares in accordance with the

ELOC Agreement with Helena I (Note 8) for gross proceeds of $ 756,600 .

Shares issued during the three months ended October 31, 2024

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).

with a fair value of $ 49,500 for the conversion of the mandatory convertible debentures.

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.

5,159,209 shares with a fair value of $ 3,147,117 were retained by former shareholders of the Company as consideration for the De-SPAC transaction.

On November 6, 2024, upon completion of the De-SPAC transaction (Note 4), the Company also issued:

shares with a fair value of $ 1,220,000 for the acquisition of 50 % interest in an associate, MSP (Note 6).

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 3,000,522 replacement shares to the Focus Impact Sponsor.

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

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

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

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

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

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

The fair value of the shares is recognized as deferred financing costs of the Company.

shares with a fair value of $ 1,982,424 for the acquisition of carbon credits, and for deposits on carbon credits

purchases (Note 5).

The fair value

of the warrants was $ 303,492 .

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Share capital (continued)

Shares issued (continued)

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

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

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

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

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

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

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

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

Shares issued during the nine months ended April 30, 2024

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

for the exercise of 91,760 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

On August 22, 2023 the Company issued 63,722 shares

for the exercise of 63,722 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

On September 22, 2023 the Company issued 25,489

shares for the exercise of 25,489 share purchase warrants, at an exercise price of CAD$ 1.31 per share.

For the three months ended October 31, 2025 and 2024

Share purchase warrants

The continuity of share purchase warrants is as follows:

Weighted Average

Exercise price

Balance, July 31, 2023

Average Exercise

Balance, July 31, 2024

Issued on RTO (Note 4)

Balance, April 30, 2025

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Share capital (continued)

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

Balance, July 31, 2025

Balance, October 31, 2025

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

Number of warrants outstanding

Exercise price

June 30, 2025

September 29, 2026

3 unchanged sentences

All of the warrants outstanding are liability classified (Note 11).

The Company has 11,224 warrants

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

The Company has 1,122 warrants with

an exercise price of CAD$ 67.30 to be issued as of October 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.

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)

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Share capital (continued)

Share purchase warrants (continued)

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

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 reasonable 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.

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:

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Share capital (continued)

Share purchase warrants (continued)

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 .

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

The number of SPAC Warrants outstanding is not

impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split 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 .

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Share capital (continued)

Stock options

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

stock options

Weighted average

1 unchanged sentence

Outstanding, October 31, 2024 and July 31, 2024

Outstanding, April 30, 2025

Outstanding, July 31, 2025

Outstanding, October 31, 2025

Exercisable, July 31, 2025

Exercisable, April 30, 2025

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

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

Exercisable, October 31, 2025

As at October 31, 2025, the weighted average remaining contractual life of outstanding options is 4.66 years (July 31, 2025 – 4.90 years).

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

Number of options

Exercise price

January 17, 2028

1 unchanged sentence

June 26, 2028

March 26, 2030

January 17, 2032

3 unchanged sentences

February 6, 2033

March 26, 2030

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

Stock options

issued during the three months ended October 31, 2025

No stock options were issued during the three months ended October 31, 2025.

Stock options issued during the three months ended

October 31, 2024

No stock options were issued during the three months ended October 31, 2024.

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Share capital (continued)

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

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

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

remaining two-thirds vest monthly in 24 equal installments.

The stock options are equity classified.

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

No stock options were granted during the nine months

ended April 30, 2024.

Share-based compensation – Options

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

on the consolidated statement of operations.

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

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

The intrinsic value of outstanding stock options

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

Stock options (continued)

Share-based compensation – Stock options

payments relating to the vesting of stock options for the three months ended October 31, 2025 was $ 18,437 (2024 - $ 80,893 ) 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 October 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 October 31, 2025.

Restricted stock units (“RSUs”)

The continuity of the Company’s RSU’s is as follows:

Number of RSU’s

Outstanding, July 31, 2023

Number of RSUs

Outstanding, July 31, 2024

Outstanding, April 30, 2025

RSUs granted during the nine months ended April 30, 2025

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

were granted to an officer of the Company.

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

RSUs granted during the nine months ended April 30, 2024

No RSUs were granted during the nine months ended

April 30, 2024.

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

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

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

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

Outstanding, July 31, 2025 and October 31, 2025

No RSUs were granted during the three months ended October 31, 2025 and 2024.

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

Number of RSUs

6 unchanged sentences

March 26, 2025

Share-based compensation – RSU’s

Share-based payments relating to the vesting of RSUs for the three months ended October 31, 2025 was $ 41,895 (2024 - $ 126,343 ) and is recorded as salaries and wages

on the consolidated statement of operations.

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Stock-based compensation – RSU’s

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

on the consolidated statement of operations.

Share capital (continued)

Weighted average common shares outstanding

Net income (loss)

Weighted average number of shares:

Issued common shares at the beginning of the period

Effect of common shares issued during the period

Weighted average number of shares - basic

Restricted Stock Units in issuance

Weighted average number of shares - diluted

Net income (loss) per share, basic

Net income (loss) per share, diluted

For the three months ended October 31, 2025 and 2024

Related party transactions and balances

3 unchanged sentences

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

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

expense reimbursements and professional fees.

At October 31, 2025, the Company had amounts owing and accrued liabilities of $ 226,410 (July 31, 2025 - $ 794,990 ) 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 nine months ended April 30, 2025, the Company accrued wages and management fees of $ 603,417 and $ 159,000 (2024 - $ 473,923 and $ 118,074 ), respectively, to

officers of the Company.

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

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

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

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

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

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

Related party transactions and balances (continued)

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

During the nine months ended April 30, 2025, these

loans were amended to extend their maturities.

During the year ended July 31, 2024, the Company signed an amended strategic partnership agreement with Devvio (Note 17).

During the three months ended October 31, 2025, the Company incurred wages and management fees of $ 113,750 and $ 120,000 , respectively, to officers of the Company.

compensation incurred to officers and directors of the Company amounted to $ 33,409 .

During the three months ended October 31, 2025, the Company accrued interest of $ 62,622 on convertible debentures payable to related parties (Note 10).

Financial instruments

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

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

As at October 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, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities.

The Company classifies cash, GST receivable,

1 unchanged sentence

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

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

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

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

transferred to equity.

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

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.

Company’s 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 10), 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 are level 3 financial instruments and its warrant liabilities and stock option liabilities are Level 2 instruments.

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.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Financial instruments (Continued)

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

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

The Company’s maximum

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

The Company holds its cash

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

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

Company’s maximum exposure to credit risk, as at period end, is the carrying value of its financial assets, being $ 2,850,867 .

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

Liquidity risk

5 unchanged sentences

through the issuance of shares.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

Financial instruments (continued)

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

As at October 31, 2025, the Company had cash of $ 819,076

to settle the contractual obligation of current liabilities of $ 10,732,028 which fall due for payment within twelve months of the

3 unchanged sentences

its holdings or financial instruments.

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

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

Segmented information

11 unchanged sentences

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.

$ 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 amended on October 28, 2025 to eliminate the aforementioned payment obligations.

The October 28, 2025 amendment establishes a Strategic Token

Program between the parties whereby DevvStream 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 (each such amount, the “ Purchase Amount ”).

exchange, and as part of the Strategic Token Program, DevvStream shall receive warrants to acquire additional DevvE tokens equal to twenty-five percent ( 25 %) of the Purchase Amount which shall be exercisable at the same 10-day

VWAP price that was used to determine the number of tokens purchased.

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

5 unchanged sentences

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

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

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

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

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) $ 0.75 .

The Company issued 166,667

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

The amounts due on January 1, 2025 are yet to be paid as of October 31, 2025.

The Company has accrued $ 10,000 in connection with the annual fee payable as of October 31, 2025.

DevvStream Corp.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited - Expressed in United States dollars)

For the three months ended October 31, 2025 and 2024

Commitments and contingencies (Continued)

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

2 unchanged sentences

December 31, 2023.

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

positive cash flow from operations.

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

consecutive quarters of positive cash flow from operations.

As of October 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

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.

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

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 9), however it has not made a payment as of October 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.

On October 28, 2025, in accordance with an amendment to the strategic partnership agreement with Devvio, a related party, the Company agreed 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.

DevvStream Corp.

1 unchanged sentence

(Unaudited - Expressed in United States dollars)

For the nine months ended April 30, 2025 and 2024

For the three months ended October 31, 2025 and 2024

Commitments and contingencies (Continued)

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

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

on the results of the Company’s operations.

October 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.

Subsequent events

Agreement and Plan of Merger with Southern Energy Renewables Inc.

On December 3, 2025, the Company entered into an Agreement and Plan

of Merger with Southern Energy Renewables Inc.

(“Southern”) and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company.

The transaction contemplates (i) a domestication of the Company

into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the

merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70 % of the

Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern.

Concurrent with signing the Merger Agreement, a Southern investor

completed a private placement investment of approximately $ 2,000,000 for 128,370 common shares of the Company at a price of $ 15.58

The Company also agreed to register the resale of the PIPE shares and the shares issuable to Southern shareholders following the closing of the merger.

Side Letter with Helena I

On the same date, the Company entered into a side letter with Helena

I amending the terms of the Company’s existing convertible note and equity line of credit arrangements (Note 8).

The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume

conditions, and a requirement that the Company draw a minimum of $ 7,500,000 in aggregate proceeds under the equity line of

credit prior to February 28, 2026.

These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days.

Issuance of shares

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

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

Return of carbon credits and cancellation of shares

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

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

In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $ 821,229 .

$ 205,307 of the gross proceeds are used to repay the Crypto Strategy Convertible Debt (Note 10).

These transactions occurred after the balance sheet date and do not relate to conditions

existing as of October 31, 2025.

Accordingly, no adjustments have been made to the accompanying financial statements.

FORWARD LOOKING STATEMENTS AND CERTAIN CONSIDERATIONS

This report, along with other documents that are publicly disseminated by us, contains or might contain forward-looking statements within the meaning of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

All statements included in this report and in any subsequent filings made by us with the Securities and Exchange Commission (the “SEC”) other than statements of historical fact, that address activities,

events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements.

These statements represent our reasonable judgment on the future based on various factors and

using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially.

We claim the protection of the safe harbor for

forward-looking statements provided in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act.

Examples of forward-looking

statements include:

(i) projections of revenue, earnings, capital structure and other financial items, (ii) statements of our plans and objectives, (iii) statements of expected future economic performance, and (iv) assumptions underlying

statements regarding us or our business.

Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “could,” “seeks,”

“plans,” “intends,” “anticipates” “outlook,” “continues,” “approximately,” “predicts,” “estimates,” “projects,” or “scheduled to” or the negatives of those terms, or other variations of those terms or comparable language, or by

discussions of strategy or other intentions.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the

The forward-looking information is based on various factors and was derived using numerous assumptions.

Important factors that could cause our actual results to be materially different from the forward-looking statements

include the following risks and other factors discussed under Item 1A “Risk Factors” in this report and under Item 1A “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on November 6, 2025.

These factors include:

the Company’s ability to recognize the expected benefits of the Business Combination;

the number of stockholders that exercise dissenter’s rights in connection with the Merger;

the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive

agreements with respect to the proposed merger transactions;

the outcome of any legal proceedings that may be instituted against the Company, Southern, the combined company or others;

the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not

obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Merger or that the approval of stockholders is not obtained;

changes to the proposed structure of the proposed merger transactions that may be required or appropriate as a result of applicable laws or regulations;

the ability to meet stock exchange listing standards following the consummation of the proposed merger transactions;

the risk that the proposed merger transactions disrupts current plans and operations of the Company or Southern as a result of the announcement and

consummation of the proposed transactions;

the ability to recognize the anticipated benefits of the proposed merger transactions, which may be affected by, among other things, competition, the

ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

costs related to the proposed merger transactions;

the Company’s Digital Asset Strategy and assets;

the Company’s ability to utilize its ELOC Agreement and to sell additional Convertible Notes to Helena (as such terms are defined below);

changes in the market price of Common Shares and the digital assets the Company owns;

the ability of the Company to maintain the listing of the Common Shares on Nasdaq;

future financial performance;

the impact from the outcome of any known and unknown litigation;

the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

expectations regarding future expenditures of the Company;

the future mix of revenue and effect on gross margins of the Company;

changes in interest rates, rates of inflation, carbon credit prices and trends in the markets in which we operate;

the attraction and retention of qualified directors, officers, employees and key personnel;

the ability of the Company to compete effectively in a competitive industry

the ability to protect and enhance the Company’s corporate reputation and brand;

future development activities, including, but not limited to, acquiring interests in carbon reduction projects and carbon credits and the development of software and technological applications to

carbon credit projects and carbon credits;

expectations concerning the relationships and actions of the Company and its affiliates with third parties;

the impact from future regulatory, judicial and legislative changes in the Company’s industry;

the ability to locate and acquire complementary products or product candidates and integrate those into the Company’s business;

future arrangements with, or investments in, other entities or associations;

competitive pressures from other companies in the industries in which the Company operates;

the growth and value of the global carbon credit or I-REC market traded value;

the impact of regulatory uncertainty and changes related to digital assets, including potential classification of digital assets as securities;

risks relating to the custody of our tokens, including the loss or destruction of private keys required to access our tokens and cyberattacks or other data loss relating thereto, including smart

contract related losses and vulnerabilities;

the volatility of the market price and liquidity or trading of the securities of the Company.

While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance.

The Company disclaims any

obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except

as required by applicable law.

You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.

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

What changed 10-Q

Item 1. Financial Statements