What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-16 compared with 2025-06-23 · 633 added, 371 removed, 144 unchanged (87% of the section changed)

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Cautionary Note Regarding Forward-Looking Statements

The following discussion and analysis should be read in conjunction with DevvStream’s unaudited condensed consolidated interim financial

statements and related notes for the three and nine months ended April 30, 2025 and 2024 (“interim financial statements”), which have been prepared in accordance with US GAAP and are included elsewhere in this report.

This discussion

contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position.

Actual results and the timing of

events may differ materially from those contained in these forward-looking statements due to a number of factors, including those described in our other SEC filings, including those discussed in the sections titled “Risk Factors” and

“Cautionary Note Regarding Forward-Looking Statements” in our Current Report on Form 8-K/A filed with the SEC on March 7, 2025.

The following discussion and analysis should be read in conjunction with DevvStream’s unaudited condensed consolidated interim financial statements and related notes for

the three months ended October 31, 2025 and 2024 (“interim financial statements”), which have been prepared in accordance with US GAAP and are included elsewhere in this report.

This discussion contains forward-looking statements reflecting

our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position.

Actual results and the timing of events may differ materially from those

contained in these forward-looking statements due to a number of factors, including those described in our other SEC filings, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking

Statements” in our Annual Report on Form 10-K filed with the SEC on November 6, 2025.

All figures are in US dollars unless otherwise noted.

Unless the context otherwise requires, for the purposes

of this section, “DevvStream,” “we,” “us,” “our,” or the “Company” refer to DevvStream Corp.

Unless the context otherwise requires, for the purposes of this section, “DevvStream,” “we,” “us,”

“our,” or the “Company” refer to DevvStream Corp.

, a company existing under the Laws of the Province of Alberta, Canada, and its subsidiaries.

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DevvStream is a technology-based sustainability company that advances the development and monetization of environmental assets, with an initial focus on carbon markets.

Company's mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health.

The Company's

mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health.

With a diverse approach to the International Renewable Energy Certificate (“I-REC”) and carbon market, DevvStream operates across three strategic domains:

(1) an offset

portfolio consisting of I-REC’s, nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions;

(2) project investment, acquisitions,

and industry consolidation to extend the Company's reach, allowing it to become a full end-to-end solutions provider;

and (3) project development, where the Company serves as project manager for eligible activities such as EV charging in

exchange for a percentage of generated credits.

(1) an offset portfolio consisting

of I-REC’s, nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions;

(2) project investment, acquisitions, and industry

consolidation to extend the Company's reach, allowing it to become a full end-to-end solutions provider;

and (3) project development, where the Company serves as project manager for eligible activities such as EV charging in exchange for a

percentage of generated credits.

Company Formation and Reverse Takeover Transaction

We are a company existing under the Business Corporations Act of Alberta, Canada.

We were a special purpose acquisition corporation (“SPAC”) incorporated in Delaware, the

United States on February 23, 2021 .

On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”, or “BCA”), we entered into a

Business Combination Agreement with DevvStream Holdings Inc.

We were a special purpose acquisition corporation (“SPAC”) incorporated in Delaware, the United States on

February 23, 2021 .

On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”, or “BCA”), we entered into a Business

Combination Agreement with DevvStream Holdings Inc.

(the ‘‘Business Combination’’ or the ‘‘De-SPAC Transaction’’) .

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On November 6, 2024, we completed the business combination with Devv Holdings, pursuant to the BCA.

In connection with the completion of the business combination, we

consolidated all of our issued and outstanding common stock on a 1:0.9692 basis.

All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the Company on a common conversion ratio of 0.152934

(the “Common Conversion Ratio”).

In connection with the completion of the business combination, we consolidated all of our

issued and outstanding common stock on a 1:0.9692 basis.

All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the Company on a common conversion ratio of 0.152934 (the “Common Conversion

All the outstanding Devv Holdings multiple voting shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of the Company on the basis of the Common Conversion Ratio.

In addition, all

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

economic terms and conditions.

In addition, all of the outstanding

convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on substantially the same economic terms and

Our common shares commenced trading on the NASDAQ under the new ticker symbol “DEVS” on November 7, 2024.

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 value.

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 value.

Our operations are considered to be a continuance of the business and operations of Devv Holdings.

Our results of operations are those of Devv Holdings, with our operations being included from November 6,

2024, the closing date of the De-SPAC Transaction, onwards.

Our results of operations are those of Devv Holdings, with our operations being included from November 6, 2024, the closing

date of the De-SPAC Transaction, onwards.

Recent Developments

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result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc.

and its subsidiary, Devv Stream Inc.

and its subsidiary, Devvstream Inc.

functional currency for DevvESG Streaming Finco Ltd.

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classification under ASC 718-10-25-14 that were previously applicable upon change in functional currency no longer apply upon the commencement of trading of the Company’s common shares on the NASDAQ.

Results of Operations — Three Months Ended April 30, 2025 Comparison Against the Three Months Ended April 30, 2024

Cryptocurrency Treasury Strategy

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.

The securities purchase agreement will terminate automatically on July 17, 2027.

The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of the Company at the option of the holder at 95% of

the lowest daily volume weighted average price of the Company’s shares during the 5 preceding trading days, subject to a floor price of $0.7722, and a cap price of $7.722.

If the Company issues any debt or equity, the lenders have the

option to cause the Company to direct 25% of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt.

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

interest, at any time prior to the maturity date without notice or a penalty payment.

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.

The Crypto Strategy Convertible Debt is secured by up to $20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in

cryptocurrencies.

The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account.

On July 17, 2025, the Company closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $10,000,000, for gross proceeds of $9,200,000, with a maturity date of

January 17, 2027.

The Company also incurred $85,000 in transaction costs in connection with the issuance.

$6,405,000 of net proceeds are intended for the purchase of cryptocurrencies.

As of 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.

On August 1, 2025, the Company started deploying funds raised from its senior secured convertible notes facility with

Helena for purchases of Bitcoin and Solana, as part of the operational launch of the Company’s digital treasury strategy, supporting the Company’s long-term objectives in and the industry’s move towards sustainability-linked tokenization.

As provided under the terms of the Helena Note Purchase Agreement, at the closing of the Initial Convertible Note the Company allocated the requisite 70% of the proceeds of the Initial Convertible Note for the acquisition of the First

Tranche Assets, taking into account an issuance discount of $850,000.00 to cover Helena’s legal, accounting, and due diligence fees, along with any other transactional costs incurred in connection with the issuance of the Initial

Convertible Note.

This provided for an initial cash funding transfer on July 18, 2025 of $6,405,000 to the Company’s custodial account with BitGo for ultimate deployment into the First Tranche Assets.

As of the date of this Quarterly Report, the Company has not yet made any acquisitions of DevvE.

The Company’s current

intention is to begin allocating the approximate 20% remaining from the designated proceeds of the Initial Convertible Note toward the purchases of DevvE in the first half of 2026.

After completing the full deployment of the proceeds from

the Initial Tranche, 80% of such proceeds are to be deployed equally into BTC and SOL, with the remaining 20% allocated into DevvE.

As of October 31, 2025, the Company has purchased a total of 22.228945 BTC and 12,110.98 SOL.

October 31, 2025, the Company has staked 12,274.96690584 SOL.

The Company has no specific timeline for the issuance of subsequent tranches of Helena Convertible Notes over the next

twelve-month period and has made no determinations to date regarding which Digital Assets, if any, will be acquired with any such subsequent tranche.

However, the Company believes that closing a second tranche within twelve months from

the date of this Quarterly Report is certainly possible, assuming that all stipulations for doing so have been satisfied at that point in time.

Closings of subsequent tranches may occur under the Helena Note Purchase Agreement in

increments of $5 million, provided that the outstanding aggregate principal amount of all Helena Convertible Notes issued under prior tranches is below $2 million and certain other conditions stipulated by the Helena Note Purchase

Agreement are satisfied.

The maturity date of the Initial Convertible Note is January 17, 2027, at which point all remaining principal and unpaid interest thereon is due and payable.

As more thoroughly discussed elsewhere herein, the

Initial Convertible Note, as with all Helena Convertible Notes, may be converted prior to maturity into shares of the Company’s Common Stock.

Any such conversion of the Initial Convertible Note would have the concomitant effect of

reducing the principal balance thereof, thereby permitting the potential issuance of another tranche of Helena Convertible Notes.

The Company has no means of predicting when any such conversion rights will be exercised.

Side Letter with Helena

On December 3, 2025, in connection with the Merger Agreement described below, the Company entered into a side letter (the “Side Letter”) with Helena Global Investment Opportunities 1 Ltd.

Letter amended (i) the Securities Purchase Agreement dated July 18, 2025, (ii) the Convertible Promissory Note issued to Helena on July 18, 2025, and (iii) the Company’s Equity Line of Credit Purchase Agreement, dated October 29, 2024, as

amended (the “ELOC Agreement”).

Under the Side Letter, and provided that no Event of Default occurs and that the Company complies with the Side Letter through February 28, 2026:

Sales limitations on Helena’s conversions:

Helena agreed that it will not sell any Conversion Shares on a trading day unless the daily trading volume of the Company’s common stock exceeds $1,000,000;

Helena agreed that its daily sales of Conversion Shares will not exceed 10% of that day’s total trading volume.

Mandatory capital-raising obligation:

The Company is required to submit Advance Notices under the ELOC Agreement in aggregate amounts sufficient for the

Company to receive net proceeds of at least $7,500,000 on or before February 28, 2026.

The Company is required to use its best efforts to comply with Article VII of the ELOC Agreement so that the Company is

able to continue delivering Advance Notices in accordance with the terms of the facility.

The Side Letter further provides that if (i) an Event of Default occurs under the Convertible Promissory Note after the

date of the Side Letter, or (ii) the Company is unable to deliver compliant Advance Notices under the ELOC Agreement for more than five (5) trading days due to the Company’s action or omission, Helena will no longer be bound by the sale

limitations described above.

These amendments materially impact the Company’s near-term liquidity planning, capital-raising obligations, and potential

equity market activity.

The Company intends to rely on its ability to access capital under the ELOC Agreement in order to satisfy these obligations;

however, there can be no assurance that such capital will be available on favorable terms

Merger Agreement

On December 3, 2025, the Company entered into an Agreement and Plan of Merger (as may be amended, supplemented or

otherwise modified from time to time, the “Merger Agreement” and the transactions contemplated thereby including the Merger, PIPE Investment and Domestication, collectively, the “Transactions”), by and among the Company, Southern, and

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

The Transactions are structured as follows:

concurrent with the signing of the Merger Agreement, an investor and current shareholder of Southern (the “Southern Investor”) purchased common shares, without par value, of the Company (the “Pre-Domestication Company Shares”) at

a price per share of $15.58, for an aggregate equity investment of approximately $2,000,000 (the “PIPE Investment” and such shares, the “PIPE Shares”);

prior to the Effective Time of the Merger, the Company will migrate to and domesticate as a Delaware corporation (the “Domestication”);

at the Effective Time, Merger SubCo will merge with and into Southern with Southern surviving the merger as the surviving corporation (the “Merger”), pursuant to which existing equity in Southern will

be exchanged for equity in the Company resulting in shareholders of Southern (the “Southern Shareholders”) holding, inclusive of the PIPE Shares, seventy percent (70%) of the Company Shares on a fully-diluted basis upon completion

of the Transactions (but without regard to any Company Shares reserved for issuance under the Company Equity Incentive Plan that are not subject to any option, grant or other award thereunder).

Merger Conditions, Termination Rights, and Related Fees

The consummation of the Merger described above is subject to a number of closing conditions, including but not limited to:

approval of the Company’s shareholders of the resolutions required to effect the Domestication and the Merger;

effectiveness of the Registration Statement on Form S-4 relating to the issuance of shares in the Merger;

receipt of required regulatory approvals;

conditional approval of the Company’s Post-Domestication common stock for listing on Nasdaq;

completion of the Domestication;

the accuracy of the representations and warranties of both parties at closing (subject to materiality qualifiers);

the absence of a Company Material Adverse Effect or Southern Material Adverse Effect;

Southern maintaining at least $10 million of assets on its balance sheet at the Effective Time, subject to certain permitted offsets.

The Merger Agreement may be terminated by either party under certain circumstances, including:

by mutual written consent;

if the Company’s shareholders do not approve the required resolutions;

if a governmental authority issues a final, non-appealable order prohibiting the Transactions;

if the Merger has not been completed by the “Outside Date,” which is nine months from signing (subject to limited extensions);

due to uncured material breaches by either party or the occurrence of a material adverse effect affecting the other party.

Under certain circumstances, the Company may be required to pay a termination fee equal to 3.1% of (i) the total number of Company shares outstanding on the termination date multiplied by

(ii) the 10-day volume-weighted average price of the Company’s shares.

These circumstances include, among others, failure to obtain shareholder approval followed by the Company entering into or consummating an acquisition transaction within

twelve months, or the Company terminating the Merger Agreement to enter into a superior proposal.

If the Merger Agreement is terminated because the Company’s shareholders do not approve the required resolutions, the Company must also reimburse Southern for its reasonable, documented

expenses in an amount not to exceed 1% of the same denominator used in calculating the termination fee.

As a result, depending on the circumstances of termination, the Company could incur significant financial obligations.

The Company’s ability to complete the Merger or satisfy any such obligations is subject to

the risks and uncertainties described elsewhere in this report, including in “Risk Factors” and “Liquidity and Capital Resources.”

Nasdaq Notification Letter

On November 18, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfies the minimum net income

from continuing operations requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(3).

The Notice also indicated that the Company does not meet the alternative standards relating to stockholders’

equity or market value of listed securities.

The Notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “DEVS.” In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company

has until January 2, 2026 to submit a plan to regain compliance (the “Compliance Plan”).

If Nasdaq accepts the Compliance Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence

compliance with the applicable listing standards.

If Nasdaq does not accept the Compliance Plan, or if the Company fails to regain compliance within any extension period that may be granted, Nasdaq staff will issue a delisting determination.

The Company would then have the right to

appeal such determination;

however, there can be no assurance that any such appeal would be successful.

The Company intends to submit the Compliance Plan within the required time period and is evaluating potential actions to regain compliance, which may include capital-raising transactions, operational measures, strategic transactions, or

other actions permitted under Nasdaq rules.

There can be no assurance, however, that the Company will be able to regain or maintain compliance with the continued listing standards.

Interdependencies Among Recent Developments

The developments described above are interrelated and collectively impact the Company’s liquidity, capital resources, and ability to execute its strategic plans, including the Merger.

Company’s cryptocurrency treasury strategy requires that a significant portion of proceeds from the Crypto Strategy Convertible Debt be used to acquire and hold digital assets.

In addition, under the Side Letter with Helena dated December

3, 2025, the Company is required to deliver Advance Notices under the ELOC Agreement sufficient for the Company to receive net proceeds of at least $7.5 million prior to February 28, 2026, and to maintain compliance with Article VII of the

ELOC Agreement to preserve its ability to submit Advance Notices.

The Company’s ability to satisfy these obligations is influenced by market conditions, trading volume in the Company’s common stock, and the Company’s ongoing access to capital under both

the Crypto Strategy Convertible Debt and the ELOC Agreement.

Failure to meet these obligations could result in Helena no longer being bound by the agreed-upon limitations on the daily amount of Conversion Shares it may sell, which may

increase the volatility of the Company’s common stock or place downward pressure on the trading price.

In addition, satisfaction of the Merger closing conditions— including receipt of shareholder approval, maintenance of Nasdaq listing, and avoidance of any Company Material Adverse Effect—may be affected by the

Company’s liquidity position and its ability to comply with the Side Letter and the ELOC Agreement.

The Company’s Nasdaq deficiency notice, described above, further underscores the importance of executing these financing and liquidity

These interdependencies may materially affect the Company’s liquidity outlook, the timing and likelihood of completing the Merger, and the Company’s overall capital structure.

Additional discussion of these

factors is included under “Liquidity and Capital Resources” and “Risk Factors.”

Registration Rights

Pursuant to the Merger Agreement, the Company has agreed to promptly after the Closing of the Merger, register the resale of the shares issued to Southern’s shareholders in the Merger who are deemed to be an

affiliate of the Company immediately after the Closing of the Merger.

Additionally, in connection with the Merger Agreement, on December 3, 2025, the Company and Helena Global Investment Opportunities 1 Ltd.

(“Helena”) entered into a Side Letter (the “Side Letter”) pursuant to

which, among other things, they amended (i) that certain Securities Purchase Agreement (the “Convertible Note Purchase Agreement”) entered into as of July 18, 2025 by and between the Company and Helena, (ii) that certain Convertible

Promissory Note (the “Convertible Promissory Note”), dated July 18, 2025, issued by the Company in favor of Helena, and (iii) that certain Purchase Amendment, dated as of October 29, 2024, Company (then known as Focus Impact Acquisition

Corp.) and Helena, as amended by that certain First Amendment thereto, dated as of March 18, 2025, and that certain Second Amendment thereto, dated as of August 1, 2025, between the Company (the “ELOC Purchase Agreement”).

For additional information regarding the Side Letter, please see the related disclosures under the caption “ Subsequent Events ” below.

PIPE Investment

In connection with the Merger Agreement, on December 3, 2025, the Company entered into a securities purchase

agreement (the “SPA”) with an investor and current shareholder of Southern (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor an aggregate of 128,370 PIPE Shares, for an aggregate purchase price of

approximately $2,000,000 or $15.58 per PIPE Share.

The SPA contains customary representations, warranties and covenants of the Company and the Investor.

The PIPE Investment was made in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of

Regulation D promulgated thereunder.

The PIPE Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption

from registration requirements.

The Company expects to use the net proceeds from the PIPE Investment for general corporate purposes, including transaction-related costs in connection with the Merger and the Domestication.

Up to $350,000 of

such net proceeds will be used to satisfy Southern’s expenses related to the Transactions.

Results of Operations — Three Months Ended October 31, 2025 Comparison Against the Three Months Ended October 31, 2024

For the Three

April 30, 2025

October 31, 2025

For the Three

April 30, 2024

October 31, 2024

Cost of sales

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Total operating expenses

Staking income

Accretion and interest expense

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Change in fair value of derivative liabilities

Change in fair value of convertible debt-FVTPL

Change in fair value of mandatory convertible debentures

Change in the fair value of warrant liabilities

Foreign exchange gain (loss)

Impairment of carbon credits

Loss on revaluation of cryptocurrencies

Loss on settlement of accounts payable

Gain on settlement of debt

Stop-loss provision

Net income (loss)

During the three months ended April 30, 2025, we incurred a net income of $3,522,625 compared to net loss of $1,717,619 for the three months ended April 30, 2024.

analysis of the increase in net income of $5,240,244, including the major components thereof, is set forth below.

Foreign exchange gain (loss)

During the three months ended October 31, 2025, we incurred a net loss of $521,546 compared to net loss of $4,056,434 for the three months ended October 31, 2024.

An analysis of the

decrease in net loss of $3,534,888, including the major components our results for the periods, is below.

Share-based compensation

During the three months ended April 30, 2025, we incurred share-based compensation of $74,699 compared to share-based compensation of $ 262,433 for the three months ended April 30, 2024.

Share-based payments relating to the vesting of RSUs increased by $61,020.

During the three months ended October 31, 2025, we incurred share-based compensation of $(11,627) compared to share-based compensation of $207,236 for the three months ended October 31,

Share-based payments relating to the vesting of RSUs decreased by $84,448.

Share-based payments relating to the vesting of Options decreased by $134,415.

Due to the listing of the Company on the NASDAQ on November 7, 2024 and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify

stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities.

The fair value of the stock options upon the change in classification on

November 6, 2024 was $330,090.

Due to the listing of the Company on the NASDAQ on November 7, 2024 and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with

strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities.

The fair value of the stock options upon the change in classification on November 6, 2024 was

Changes in fair value due to period end fair value remeasurements are reflected in compensation expense.

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Professional fees

During the three months ended April 30, 2025, we incurred $841,536 in professional fees, as compared to $942,688 during the three months ended April 30, 2024.

The legal fees

for both periods mainly related to the Business Combination.

During the three months ended October 31, 2025, we incurred $1,163,650 in professional fees, as compared to $1,409,373 during the three months ended October 31, 2024.

The reduction in

professional fees reflects the fact that no Business Combination–related legal services were incurred in the current period, whereas such services were required in the comparative period.

Salaries and wages

During the three months ended April 30, 2025 and 2024, we incurred salaries and wages of $279,109 and $201,570, respectively, the majority of which were to officers of the

During the three months ended October 31, 2025 and 2024, we incurred salaries and wages of $7,077 and $281,022, respectively.

The decrease is attributable to the reversal of employee

benefits expenses accrued in earlier periods, which were reconciled and recognized in the current quarter.

Sales and marketing

Sales and marketing expenses for the three months ended April 30, 2025 and 2024 amounted to $155,496 and $38,756, respectively.

These costs primarily related to

publications, industry events and investor relations subsequent to our successful closing of the Business Combination.

Sales and marketing expenses for the three months ended October 31, 2025 and 2024 amounted to $49,038 and $271,895, respectively.

The decrease is mainly attributable to expenditures in the

comparative period associated with publications, industry events, and investor relations efforts undertaken following our listings on the Cboe Exchange in 2023 and Nasdaq in 2024.

The Company did not incur similar costs in the current

General and administrative

General and administrative expenses for the three months ended April 30, 2025 and 2024 amounted to $235,972 and $103,229, respectively, and primarily comprised of insurance

costs, filing fees and rent.

The increase is primarily due to an increase in filing fees as a result of listing on the NASDAQ.

General and administrative expenses for the three months ended October 31, 2025 and 2024 amounted to $578,576 and $57,335, respectively, and primarily comprised of insurance costs, filing

fees and rent.

The increase reflects elevated insurance expenses as well as the recognition of filing and printing fees incurred in relation to the Company’s various U.S.

filings during the quarter.

Loss on investment in associate

On November 6, 2024, the Company received 2,000,000 shares in Monroe Sequestration Partners, LLC (“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 MSP’s shares outstanding.

During the 3 months ended

April 30, 2025, the Company’s share of MSP’s loss was $298,804.

Change in fair value of warrant liabilities

Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions.

result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc.

Finco’s functional currency remained CAD$.

This change aligns with the business's future focus and the effective date of the Focus Impact Acquisition Corp.'s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing.

The change in functional

currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information.

The Company’s presentation currency is and continues to be the United States dollar.

Upon the change in functional currency on August 1, 2024, 1,220,668 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an

initial value of $454,571.

On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction.

The warrants were assessed to be derivative liabilities of the Company due to

certain settlement provisions of the warrants that 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 was $7,196,286 upon issuance.

During the three months ended April 30, 2025, we recognized a gain of $5,641,785 due to period end fair value remeasurement.

Please refer to Note 11 of the interim financial statements.

On November 6, 2024, the Company received 2,000,000 shares in Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“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 FCS’s shares outstanding.

During the three months ended October 31, 2025, the Company’s share of FCS’s loss was $89,567.

Foreign exchange loss

During the three months ended April 30, 2025, we recognized a foreign exchange loss of $31,100.

During the three months ended April 30, 2024, we recognized a foreign

exchange loss of $85,860.

The foreign exchange gains result from fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.

Stop-loss provision

On November 6, 2024, concurrent with the completion of the business combination, the Company issued 3,249,876 common shares in consideration for carbon credit purchase

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 12 to 18

months following November 6, 2024, 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.

Results of Operations — Nine Months Ended April 30, 2025 Comparison Against the Nine Months Ended April 30, 2024

April 30, 2025

April 30, 2024

Cost of sales

Sales and marketing

General and administrative

Professional fees

Salaries and wages

Share-based compensation

Total operating expenses

Accretion and interest expense

Loss on investment in associate

Change in fair value of derivative liabilities

Change in fair value of mandatory convertible debentures

Change in the fair value of warrant liabilities

Foreign exchange gain (loss)

Gain on settlement of debt

Impairment of carbon credits

Stop-loss provision

During the nine months ended April 30, 2025, we incurred a net loss of $5,091,435 compared to net loss of $6,828,193 for the nine months ended April 30, 2024.

An analysis of

the decrease in net loss of $1,736,758, including the major components thereof, is set forth below.

Loss on investment in associate

On November 6, 2024, the Company received 2,000,000 shares in Monroe Sequestration Partners, LLC (“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 MSP’s shares outstanding.

During the nine months

ended April 30, 2025, the Company’s share of MSP’s loss was $405,654.

Share-based compensation

During the nine months ended April 30, 2025, we incurred share-based compensation of $190,136 compared to share-based compensation of $1,048,750 for the nine months ended

April 30, 2024.

Share-based payments relating to the vesting of options decreased by $813,627 during the nine months ended April 30, 2025 compared to the nine months ended April 30, 2024.

Share-based payments relating to the vesting of

RSU’s decreased by $44,987.

Due to the listing of the Company on the NASDAQ on November 7, 2024 and commencement of trading of shares in the United States dollars, exemptions available under ASC

718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities.

The fair value of the stock options upon the change

in classification on November 6, 2024 was $330,090.

Changes in fair value due to period end fair value remeasurements are reflected in compensation expense.

During the three months ended October 31, 2025 we recognized a foreign exchange loss of $3,403.

During the three months ended October 31, 2024, we recognized a foreign exchange gain of

The foreign exchange gain and loss result from fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.

Loss on revaluation of cryptocurrencies

During the three months ended October 31, 2025, the Company recorded an unrealized loss of $423,481 on the remeasurement of its cryptocurrency holdings.

This variance was driven by

declines in the market prices of Bitcoin and Solana relative to their acquisition costs, resulting in losses of $127,172 and $296,309, respectively.

Please refer to Note 6 of the interim financial statements.

Professional fees

During the nine months ended April 30, 2025, we incurred $6,846,934 in professional fees, the majority of which relate to legal, audit and accounting fees incurred

relating to the Business Combination.

During the nine months ended April 30, 2024, we incurred $4,263,900 in professional fees, the majority of which relate to legal fees incurred relating to the Business Combination.

Salaries and wages

During the nine months ended April 30, 2025 and 2024, we incurred salaries and wages of $823,016 and $617,400 respectively, the majority of which were to officers of the

Sales and marketing

Sales and marketing expenses for the nine months ended April 30, 2025 and 2024 amounted to $832,188 and $365,406, respectively.

These costs primarily related to

publications and industry events and investor relations subsequent to our successful closing of the Business Combination.

General and administrative

General and administrative expenses for the nine months ended April 30, 2025 and 2024 amounted to $627,377 and $393,231, respectively, and primarily comprised of insurance

costs, filing fees.

The increase is a result of increased filing fees relating to the Business Combination, offset by a decrease in rent costs as the Company no longer leases office space in FY 2025.

Foreign exchange gain(loss)

During the nine months ended April 30, 2025 and 2024, we recognized a foreign exchange loss of $24,428 and a loss of $51,756, respectively.

The foreign exchange gain is

the result of fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.

Staking income

During the three months ended October 31, 2025, we recognized staking income of $14,334 from our Solana holdings.

The income reflects rewards earned for delegating Solana tokens to

validators on the Solana network.

Staking rewards are measured at fair value using the market price on the date earned and are recorded as other income.

No staking income was recognized in the comparative period as the Company had not yet

initiated its staking program.

Change in fair value of derivative liabilities and mandatory convertible debenture

During the nine months ended April 30, 2025, we recognized a gain on derivative liabilities of $719,000 and a gain on mandatory convertible debentures of $70,500,

respectively, related to the convertible debt financings completed in January 2024 and April 2024.

During the three months ended October 31, 2025, we recognized a loss on derivative liabilities of $1,500 related to the convertible debt financing completed in March 2025 and recorded no

gain or loss on mandatory convertible debentures.

In comparison, during the three months ended October 31, 2024, we recognized a loss on derivative liabilities of $1,348,350 and a gain on mandatory convertible debentures of $70,500

related to the January 2024 and April 2024 convertible financings.

Please refer to Note 10 of the interim financial statements.

Loss on settlement of debt

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.

In December 2024, the Company issued 412,478 shares with a fair value of $317,608 for the settlement of accounts payable in the amount of $1,225,000 and recognized a gain on

the settlement of $907,392.

Change in fair value of warrant liabilities

Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events,

and conditions.

Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions.

As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc.

Finco’s functional

currency remained CAD$.

Finco’s functional currency

remained CAD$.

change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information.

in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information.

The Company’s presentation currency is and continues to be the United States dollar.

Upon the change in functional currency on August 1, 2024, 1,220,668 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant

liabilities with an initial value of $454,571.

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 with an

initial value of $454,571.

On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction.

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 were assessed to be derivative liabilities of the Company due

to certain settlement provisions of the warrants that do not meet the criteria for equity classification under Topic 815.

The warrants are each exercisable at $1.52 for 0.09692 common stock, expiring on November 6, 2029.

value of the warrants was $7,196,286 upon issuance.

As a result of above, during the nine months ended April 30, 2025, we recognized a gain of $5,651,008 due to period end fair value remeasurement.

Please refer to Note 11 of

the interim financial statements.

Impairment of carbon credits and stop-loss provision

On November 6, 2024, concurrent with the completion of the business combination, the Company issued 3,249,876 common shares in consideration for carbon credit purchase

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 12 to 18

months following November 6, 2024, the Company is obligated to issue additional shares to cover the shortfall.

The fair value of

the warrants was $7,196,286 upon issuance.

During the three months ended October 31, 2025, we recognized a loss of $2,283,298 due to period end fair value remeasurement.

Please refer to Note 11 of the financial statements.

Gain on settlement of debt

On September 18, 2025, the Company paid $31,613 in settlement of an accounts payable in the amount of $48,620 and recognized a gain on the settlement of $17,007.

Stop-loss provision

On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for carbon credit purchase agreements.

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 12 to 18 months

following November 6, 2024, 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.

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.

One of the carbon credit purchase 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.

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

Liquidity and Capital Resources

We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects.

We manage our capital resources and adjust them to

take into account changes in economic conditions and the risk characteristics of the underlying assets.

To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage

the timing of our capital expenditures.

As of April 30, 2025, we had a working capital deficit of $16,424,876 (current assets of $1,143,608, less current liabilities of $17,568,484) and as of July 31, 2024, we had a working capital deficit

of $8,362,363 (current assets of $141,905, less current liabilities of $8,504,268).

Our continuing operations are dependent upon our ability to obtain debt or equity financing, of which there are no assurances, until such time that we achieve profitable

There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

On October 29, 2024, we entered into a equity line of credit purchase agreement (the “ELOC Agreement”) with Helena Global Investment Opportunities I Ltd.

Pursuant to the ELOC Agreement, the Company has the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $40,000,000 of Company’s Common Shares, subject to the conditions set forth therein.

Specifically, pursuant to the ELOC Agreement, the Company may require that Helena purchase Common Shares from the Company by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of the advance

it is requesting, which amount many not exceed an amount equal to lesser of (i) one hundred percent (100%) of the average of the daily value traded of the Common Shares over the ten (10) trading days immediately preceding such advance

notice, and (ii) eight million United States Dollars ($8,000,000).

On March 18, 2025, the Company and Helena entered into a first amendment to ELOC Agreement, which provides the Company with greater flexibility by allowing 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”.

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.

Additionally, the Company may not affect any sales under the ELOC Agreement and Helena will have no obligation to purchase Common Shares under the ELOC Agreement to the extent

(but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under the ELOC Agreement would exceed 19.99% of the outstanding shares of Common Shares following the closing of the

Business Combination Agreement (the “Exchange Cap”), provided that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Nasdaq.

price for the Common Shares so purchased by Helena pursuant to an advance notice is the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares

relating to such advance.

Because the per share purchase price that Helena will pay for Common Shares in connection with any advance notice we have elected to deliver to Helena pursuant to the ELOC Agreement will be determined by reference

to the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance, we cannot determine the actual purchase price per share that

Helena will be required to pay for any Common Shares that we may elect to sell to Helena under the ELOC Agreement until after we deliver an advance notice and, therefore, we cannot be certain how many Common Shares, in the aggregate, we may

issue and sell to Helena under the ELOC Agreement.

Sales of Common Shares to Helena under the ELOC Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the

trading price of the Common Share and determinations by us as to the appropriate sources of funding for our business and operations.

We manage our capital resources and adjust them to take into account

changes in economic conditions and the risk characteristics of the underlying assets.

To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of

our capital expenditures.

As of October 31, 2025, we had a working capital deficit of $13,467,902 (current assets of $1,837,572, less current liabilities of $15,305,474) and as of July 31, 2025, we had a working capital deficit of

$14,412,728 (current assets of $4,337,627, less current liabilities of $18,750,355).

Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations.

There can be no assurance that we will

gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.

ELOC Agreement

On October 29, 2024, we entered into an equity line of credit purchase agreement (the “ELOC Agreement”) with Helena.

Pursuant to the ELOC Agreement, the Company has the right to issue and

to sell to Helena from time to time, as provided in the ELOC Agreement, up to $40,000,000 of Company’s Common Shares, subject to the conditions set forth therein.

Specifically, pursuant to the ELOC Agreement, the Company may require that

Helena purchase Common Shares from the Company by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of the advance it is requesting, which amount may not exceed an amount equal to lesser of

(i) one hundred percent (100%) of the average of the daily value traded of the Common Shares over the ten (10) trading days immediately preceding such advance notice, and (ii) eight million United States Dollars ($8,000,000).

2025, the Company and Helena entered into a first amendment to ELOC Agreement, which provides the Company with greater flexibility by allowing 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”.

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.

Additionally, the Company may not affect any sales under the ELOC Agreement and Helena will have no obligation to purchase Common Shares under the ELOC Agreement to the extent (but only to the extent) that after giving effect to such

purchase and sale the aggregate number of Common Shares issued under the ELOC Agreement would exceed 19.99% of the outstanding shares of Common Shares following the closing of the Business Combination Agreement (the “Exchange Cap”),

provided that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Nasdaq.

The purchase price for the Common Shares so purchased by Helena

pursuant to an advance notice is the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance.

Because the per share

purchase price that Helena will pay for Common Shares in connection with any advance notice we have elected to deliver to Helena pursuant to the ELOC Agreement will be determined by reference to the lowest intraday sale price for the

Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance, we cannot determine the actual purchase price per share that Helena will be required to pay for any

Common Shares that we may elect to sell to Helena under the ELOC Agreement until after we deliver an advance notice and, therefore, we cannot be certain how many Common Shares, in the aggregate, we may issue and sell to Helena under the

ELOC Agreement.

Sales of Common Shares to Helena under the ELOC Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common

Share and determinations by us as to the appropriate sources of funding for our business and operations.

We may not be able to raise sufficient funds under the ELOC Agreement to satisfy our obligations.

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 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.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations.

We do not anticipate that cash on hand will be adequate to

satisfy our obligations in the ordinary course of business over the next 12 months.

We do not anticipate that cash on hand will be adequate to satisfy our

obligations in the ordinary course of business over the next 12 months.

Based on this assessment, we have material uncertainties about our business that cast substantial doubt about our ability to continue as a going concern.

Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations.

See further discussion related to our ability to continue as

a going concern within “ — Critical Accounting Policies and Estimates.

As of April 30, 2025 and July 31, 2024, we had $4,002 and $21,106 in cash, respectively.

our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations.

See further discussion related to our ability to continue as a going

concern within “ — Critical Accounting Policies and Estimates.

ELOC Agreement Side Letter

Additionally, in connection with the Merger Agreement, on December 3, 2025, the Company and Helena entered into the Side Letter pursuant to which, among other things, they amended (i) the Convertible Note

Purchase Agreement entered into as of July 18, 2025 by and between the Company and Helena, (ii) the Convertible Promissory Note, dated July 18, 2025, issued by the Company in favor of Helena, and (iii) the ELOC Purchase Agreement, dated

as of October 29, 2024, as amended, by and between the Company (then known as Focus Impact Acquisition Corp.) and Helena, as follows:

Provided that no Event of Default (as defined in the Convertible Promissory Note) occurs and that the Company complies with the terms of the Side Letter until February 28, 2026, Helena agrees that on any trading day (i) it will

not sell Conversion Shares (as defined in the Convertible Note Purchase Agreement) unless the daily traded volume of the Common Stock is in excess of $1,000,000 on such trading day, and (ii) it will not sell Conversion Shares in

an amount in excess of 10% of the volume of the Common Stock traded on such trading day.

The Company agrees that it will submit Advance Notices (as defined in the ELOC Purchase Agreement) pursuant to the ELOC Purchase Agreement in aggregate amount equal so that the Company receives net

proceeds of no less than $7,500,000 prior to February 28, 2026.

The Company will use its best efforts to comply with Article VII of the ELOC Purchase Agreement so that it is able to submit Advance Notices thereunder in a manner compliant with the ELOC Purchase

Further, pursuant to the Side Letter, the Company acknowledged that if after the date of the Side Letter an Event of Default occurs under the Convertible Promissory Note or if the Company is not able to

submit Advance Notices in a manner compliant with Article VII of the ELOC Agreement, for a period of more than five (5) Trading Days due to an action or omission of the Company, Helena shall cease to be bound by the limitations set forth

in paragraph 1 above.

PIPE Investment

In connection with the Merger Agreement, on December 3, 2025, the Company entered into the SPA with Southern’s sole shareholder at the time of the agreement (the “Investor”), pursuant to which the Company

agreed to issue and sell to the Investor an aggregate of 128,370 PIPE Shares, for an aggregate purchase price of approximately $2,000,000 or $15.58 per PIPE Share.

The SPA contains customary representations, warranties and covenants of

the Company and the Investor.

In connection with the SPA, the Company and Investor entered into a Company Support & Lock-Up Agreement, pursuant to which, among other things, the Investor agreed to certain transfer restrictions and

stop-transfer instructions reflecting the unregistered status of the PIPE Shares.

The PIPE Investment was made in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder.

Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Company expects to use the net proceeds from the PIPE Investment for general corporate purposes, including transaction-related costs in connection with the Merger and the Domestication.

Up to $350,000 of

such net proceeds will be used to satisfy Southern’s expenses related to the Transactions.

Since our inception, we have incurred operating losses and have experienced negative cash flows from operations.

We do not anticipate that cash on hand will be adequate to satisfy our

obligations in the ordinary course of business over the next 12 months.

Based on this assessment, we have material uncertainties about our business that cast substantial doubt about our ability to continue as a going concern.

our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations.

See further discussion related to our ability to continue as a going

concern within “ - Critical Accounting Policies and Estimates.

As of October 31, 2025 and July 31, 2025, we had $819,076 and $3,446,111 in cash, respectively.

We are actively managing current cash flows until such time that we are profitable.

The chart below highlights our cash flows for the periods indicated:

Nine Months Ended

April 30, 2025

April 30, 2024

Three Months Ended

October 31, 2025

Three Months Ended

October 31, 2024

Net cash provided by (used in):

6 unchanged sentences

Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business.

Net cash used

in operating activities for the nine months ended April 30, 2025 was $4,763,601 compared to $1,421,362 for the nine months ended April 30, 2024.

The loss for the nine months ended April 30, 2025 of $5,091,435 was offset by $4,384,826 in

changes in working capital items and increased by $4,056,992 in non-cash items consisting mainly of the gain on warrant liability and gain on derivative liability, and offset by the impairment loss and stop-loss provision on carbon

This compares to a loss of $6,828,193 for the prior period, that was offset by $4,225,710 in changes in working capital items and $1,181,121 in non-cash items consisting mainly of share-based compensation.

Net cash used in operating

activities for the three months ended October 31, 2025 was $3,037,822 compared to $151,101 for the three months ended October 31, 2024.

The loss for the three months ended October 31, 2025 of $521,546 was further impacted by $1,302,310 of

changes in working capital items and $1,213,966 in non-cash items, primarily driven by the loss on derivative liability.

This compares to a loss of $4,056,434 for the prior period, that was offset by $1,866,072 in changes in working

capital items and $2,039,261 in non-cash items consisting mainly of share-based compensation.

Cash Provided by Investing Activities

Net cash provided by investing activities for the nine months ended April 30, 2025 was $1,661,645, consisting of the cash assumed upon the completion of the Business Combination.

provided by investing activities for the nine months ended April 30, 2024 was $nil.

Net cash provided by investing activities for the three months ended October 31, 2025 and 2024 was $5,125,000 for purchase of cryptocurrencies and $nil, respectively.

Cash Provided by Financing Activities

We have funded our business to date from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of

warrants, and from loans from related parties.

Net cash provided by financing activities for the nine months ended April 30, 2025 was $3,083,417 compared to $1,039,629 for the nine months ended April 30, 2024.

following financing activities occurred during the nine months ended April 30, 2025:

Exercise of share purchase warrants:

On October 29, 2024, 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 for gross proceeds of

Non-brokered private placement of unsecured convertible notes:

On August 19, 2024, October 18, 2024, October 28, 2024, and November 1, 2024 the Company received additional proceeds of $41,500, $6,500, $7,650 and $12,000 under the amended terms of the Focus Impact

Partners convertible debenture.

On March 19, 2025, the Company received proceeds of $218,000 under a new convertible debenture issued to Focus Impact Partners.

Refer to Note 9 of our interim financial statements.

In October 2024, the mandatory convertible debentures were converted to 146,786 shares of the Company.

Refer to Note 10 of the interim financial statements.

PIPE financing:

On November 6, 2024, the Company issued 1,694,808 shares to various investors for gross proceeds of $2,250,000, of which $20,000 remain receivable as of April 30, 2025.

We have funded our business to date from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of warrants, and from

loans from related parties.

Net cash provided by financing activities for the three months ended October 31, 2025 was $410,691 compared to $141,887 for the three months ended October 31, 2024.

The following

financing activities occurred during the three months ended October 31, 2025:

ELOC drawdown:

In March 2025, the Company issued 1,606,000 shares in accordance with the ELOC Agreement with Helena Global Investment Opportunities I Ltd for gross proceeds of $481,530.

In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $756,600, of which $189,145 was used to repay the Helena CD, resulting in net proceeds of $567,455.

Repayment of interest on convertible debt with Helena

In August 2025, the Company paid $156,764 for the repayment of interest on Helena’s convertible debt.

Related party transactions and balances

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating

SEC rules require us to disclose any transaction or currently proposed transaction in which we are a participant and in which any related person has or will have a direct or indirect material interest

involving an amount that exceeds the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years.

A related person is any executive officer, Director, nominee for

Director, or holder of 5% or more of the Company’s Common Shares, or an immediate family member of any of those persons.

The Audit Committee of the Board of Directors (or, to the extent applicable, our disinterested directors) is responsible for reviewing all transactions between the Company and any officer or Director of the

Company or any entity in which an officer of Director has a material interest.

Any such transactions must be on terms no less favorable than those that could be obtained on an arms-length basis from independent third parties.

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making

financial and operating decisions.

Related parties may be individuals or corporate entities.

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

At 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.

Refer to Note 9 of our interim financial statements.

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, LLC, with face values of $637,150 and

$3,345,000, respectively.

The convertible debentures have an amended maturity date of November 13, 2026, and the principal and interest are convertible into common stock of the Company at the option of the holder at a 25% discount to the

20-day volume weighted average price of the Company’s shares, subject to a floor of $0.867 per share.

Focus Impact Partners is owned by two of the Company’s directors:

Carl Stanton and Wray Thorn.

During the nine months ended April 30, 2025, the Company issued a new convertible debenture payable to Focus Impact Partners with face value of $218,000.

The convertible debenture has a maturity date of March

19, 2027, and the principal and interest 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.

During the nine months ended April 30, 2025, the Company issued 557,290 common shares to Focus Impact Partners in consideration for services provided to the Company pursuant to the strategic consulting

agreement between the Company and Focus Impact Partners dated November 13, 2024.

See, Contractual Obligations below.

During the year ended July 31, 2024, the Company issued convertible debentures to Devvio Inc.

(‘Devio”) and Envviron SAS (“Envviron”), who are related parties to the Company.

The Devvio convertible debt had

a principal amount of $100,000, while the Envviron convertible debt had a principal amount of $250,000.

Devvio owns in excess of 10% of the outstanding shares of the Company.

Envirron is controlled by Ray Quintana, a former director of the

Company who stepped down on November 7, 2024 upon completion of the Business Combination.

On November 12, 2024, the maturity for the convertible debentures issued to Devvio and Envviron are extended to May 30, 2025.

During the year ended July 31, 2024, the Company signed an amended strategic partnership agreement with Devvio dated November 28, 2021.

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.

Share based 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.

Contractual Obligations

Prepaid Royalties Agreement with Devvio

In September 2023, we agreed to pay prepaid royalty payments to Devvio, a related party, equal to a minimum of $2,270,000, to be paid by August 1, 2025 and $1,270,000 to be

paid by August 1, 2026.

In September 2023, we agreed to pay prepaid royalty payments to Devvio, a related party, equal to a minimum of $2,270,000, to be paid by August 1, 2025 and $1,270,000 to be paid by August

On July 8, 2024, we further amended the agreement such that the minimum advances extended by one year and are now due as follows:

$1,000,000 by August 1, 2025, followed by $1,270,000 by August 1, 2026 and August 1, 2027.

agreement is subsequently amended on October 28, 2025 to eliminate the aforementioned payment obligations.

Licensing agreement with Greenlines Technology Inc.

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

for the use of certain technologies.

We agreed to pay $42,000

within 15 days of the closing of the BCA.

We agreed to pay $42,000 within 15 days of

the closing of the BCA.

Such amount was paid on November 26, 2024.

Commencing January 1, 2025, we must pay an annual fee of $12,000 of the first day of each calendar year for the use of the technology.

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

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

Equity line of credit (“ELOC”) fee commitment with Helena Global Investment Opportunities I Ltd (“Helena I”)

On October 29, 2024, we entered into the ELOC Agreement with Helena I.

Following the closing of the De-SPAC Transaction and the Helena I Registration Statement becoming

effective, we are 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)

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.

Strategic Consulting Agreement with Focus Impact Partners, LLC (“Focus Impact Partners”)

On November 13, 2024, we entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide us with certain

consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December

Fees due under the Strategic Consulting Agreement accrue and not be payable until (a) we have successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b)

we have 2 or more consecutive quarters of positive cash flow from operations.

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

On November 13, 2024, we entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide us with certain consulting

services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December 31, 2023.

Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) we have successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) we

have 2 or more consecutive quarters of positive cash flow from operations.

As of October 31, 2025, neither condition has been met.

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

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Carl Stanton and Wray Thorn.

Strategic Partnership Amendment with Devvio, Inc.

On October 28, 2025, the Company entered into Amendment No.

4 to the Strategic Partnership Agreement with Devvio, Inc.

(“Devvio”), pursuant to which the parties agreed to terminate and fully settle all

remaining rights and obligations under the prior strategic partnership agreement originally entered into in November 2021, as amended, with the exception of certain surviving confidentiality provisions.

Concurrently, the parties entered

into a new token-based collaboration to replace the prior arrangement, ensuring continuity of the commercial relationship without interruption.

Under the new Strategic Token Partnership, the Company has committed to purchase Devvio’s DevvE tokens in the amount of USD $1.0 million in 2025 and USD $1.27 million in each of 2026 and 2027.

purchase will be priced based on the 10-day volume-weighted average price immediately preceding the applicable purchase date and is payable in U.S.

dollars or, in certain circumstances, in tokens.

In connection with each annual purchase,

the Company will also receive warrants to acquire additional DevvE tokens equal to 25% of the primary purchase amount, exercisable at the same VWAP-based price for a period of three years.

If the DevvE token ceases to exist or can no

longer be lawfully issued or traded, the Company will have no further purchase obligations.

Quantitative and Qualitative Disclosures about Market Risk

Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis.

Management identifies and

evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.

Our financial instruments consist of cash, GST receivable, accounts payable and accrued liabilities, convertible debt.

mandatory convertible debentures,

warrant liabilities and derivative liabilities.

The carrying value of the Company’s cash, GST receivable and accounts payable and accrued liabilities approximate their fair value due to their short

terms to maturity.

Management identifies and evaluates our

financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.

Our financial instruments consist of cash, restricted cash, trade receivable, GST receivable, accounts payable and accrued liabilities, convertible debt, warrant liabilities

and derivative liabilities.

The carrying value of the Company’s cash, restricted cash, GST receivable and accounts payable and accrued liabilities approximate their fair value due to their

short terms to maturity.

Our risk exposures and the impact on our financial instruments are summarized below:

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

Our credit risk is primarily

attributable to our liquid financial assets including cash.

Our financial assets are cash, trade receivable, GST receivable, corporate taxes receivable, subscription receivable, and deposit on carbon credits purchase.

Our maximum exposure

to credit risk, as at period end, is the carrying value of our financial assets, being $975,650 and $106,764 as of April 30, 2025 and July 31, 2024, respectively.

We hold cash with major financial institutions and with a publicly traded

payment processing company therefore minimizing our credit risk.

Our credit risk is primarily attributable

to our liquid financial assets including cash.

Our financial assets are cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase.

Our maximum exposure to credit risk, as

at period end, is the carrying value of our financial assets, being $2,850,867 and $10,592,093 as of October 31, 2025 and July 31, 2025, respectively.

We hold cash with major financial institutions and with a publicly traded payment

processing company therefore minimizing our credit risk.

Liquidity Risk

Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due.

We manage liquidity by maintaining adequate cash balances and by raising

equity and debt financings.

We manage liquidity by maintaining adequate cash balances and by raising equity and

debt financings.

We have no assurance that such financings will be available on favorable terms in the future.

In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of

As of April 30, 2025, we had cash of $4,002 to settle current liabilities of $10,877,745 which fall due for payment within twelve months of the statement of financial

As of July 31, 2024, we had cash of $21,106 to settle current liabilities of $7,595,974 which fall due for payment within twelve months of the statement of financial position.

All of our contractual obligations are current and due

within one year.

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its

holdings or financial instruments.

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

In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.

As of October 31, 2025, we had cash of $819,076 to settle current liabilities of $10,732,028 which fall due for payment within twelve months of the statement of financial position.

July 31, 2025, we had cash of $3,446,111 to settle current liabilities of $11,847,575 which fall due for payment within twelve months of the statement of financial position.

All of our contractual obligations are current and due within

Refer to “ — Liquidity and Capital Resources ” above.

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or

financial instruments.

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

Inflation Risk

We do not believe that inflation had a significant impact on our results of operations for any periods presented in our interim financial statements.

Nonetheless, if our

costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.

Nonetheless, if our costs were to

become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.

Capital Management

Capital is comprised of our shareholders’ (deficiency) and any debt that we may issue.

Our objectives when managing capital are to maintain financial strength and to protect

our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term, of which there can be no assurances.

Protecting the ability to pay

current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities.

We do not presently utilize any

quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this

approach, given our size, is reasonable.

Our objectives when managing capital are to maintain financial strength and to protect our ability

to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term.

Protecting the ability to pay current and future liabilities includes maintaining

capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

We manage capital structure to maximize financial flexibility by

making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities.

We do not presently utilize any quantitative measures to monitor our capital, but rather we

rely on our management’s expertise to sustain the future development of the business.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.

There were no changes to our approach to capital management during the period.

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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 (i.e., U.S.) corporations.

The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the

stock repurchased.

However, for 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.

federal 1% excise tax on

certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations.

The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market

value of the stock repurchased.

during the same taxable year.

In addition, certain exceptions apply to the excise tax.

The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax.

The IR Act applies

only to repurchases that occur after December 31, 2022.

IR Act applies only to repurchases that occur after December 31, 2022.

During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the 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.

For certain taxpayers affected by Hurricane Beryl, the deadline to file such returns and remit

such payment has been extended to February 2025.

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.

For certain taxpayers affected by Hurricane Beryl, the deadline to file such returns and

remit such payment has been extended to February 2025.

The Company is currently evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will 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.

If the Company is unable to pay its obligation in full, it will 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

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we will take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and

stockholder 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

accounting standards.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we will take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder

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 accounting 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.

We have 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 or private companies, we, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

We have 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 or private companies, we, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard.

Smaller Reporting Company

Additionally, we are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common

stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by

Smaller reporting companies may take advantage of certain reduced disclosure

obligations, including, among other things, providing only two years of audited financial statements.

We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held

by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by

non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter.

If we continue to be a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from

these certain reduced disclosure requirements that are available to smaller reporting companies.

If we continue to be a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions

from these certain reduced disclosure requirements that are available to smaller reporting companies.

Evaluation of Disclosure of Controls and Procedures

Based on an evaluation as of April 30, 2025, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls

and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below.

There have been no

changes during the nine months ended April 30, 2025.

Based on an evaluation as of October 31, 2025, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures

(as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below.

There have been no changes during

the three months ended October 31, 2025.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a

material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

We did not design or maintain an effective control environment commensurate with financial reporting requirements.

Specifically, we did not consistently have documented

evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.

The above material weakness did not result in a material misstatement of our unaudited condensed consolidated financial statements or our consolidated financial statements,

however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected.

Specifically, we did not consistently have documented evidence of review

procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.

The above material weakness did not result in a material misstatement of our consolidated financial statements, however, it could result in a misstatement of our account balances or

disclosures that would result in a material misstatement that would not be prevented or detected.

Remediation Activities

We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional

appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills.

We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately

skilled finance and accounting personnel with the requisite technical knowledge and skills.

With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the

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deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time.

Management will continue to review and make necessary changes to the overall design of our internal control environment,

as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.

The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient

period of time and management has concluded that these controls are operating effectively.

Management will continue to review and make necessary changes to the overall design of our internal control

environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting.

The material weakness will not be considered remediated, however, until the applicable controls operate for

a sufficient period of time and management has concluded that these controls are operating effectively.

Strategic Partnership Agreement

On October 28, 2025, the “Company, and Devvio, Inc., a corporation organized under the laws of Delaware (“Devvio”) entered into a fourth amendment (the “Fourth Amendment”) to that Strategic

Partnership Agreement dated November 28, 2021, as amended by (i) Amendment No.

1 dated November 30, 2021, (ii) Amendment No.

2 dated September 12, 2023, and (iii) Amendment No.

3 dated July 8, 2024 (collectively, the “Strategic

Partnership Agreement”).

The Fourth Amendment provides that the existing rights and obligations under the Strategic Partnership Agreement, with the exception of confidentiality obligations and the obligations set forth in the Fourth

Amendment, are fully settled, discharged and of no further force or effect.

The Fourth 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 $1,270,00 in each of 2026 and 2027 (each such amount, the “Purchase Amount”).

In 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.

Subsequent Events

Issuance of shares

In May 2025, the Company issued 3,346,000 shares in accordance with the ELOC Agreement with Helena I 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.

Nasdaq Notification Letter

On November 18, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its net income

from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(3) (the “Minimum Net Income Requirement”) and that the Company does not meet the

alternatives of market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”).

In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has

until January 2, 2026, which is 45 calendar days from the date the Notice was received, to provide Nasdaq with a plan to regain compliance with the Continued Listing Standards (the “Compliance Plan”).

If Nasdaq accepts the Compliance Plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for the Company to evidence compliance.

If Nasdaq does not accept the Compliance

Plan, then the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting.

The Company may appeal Nasdaq’s rejection of the Compliance Plan and any such determination to delist its

securities, but there can be no assurance that any such appeal would be successful.

The Company intends to submit the Compliance Plan to Nasdaq within the required time period.

There can be no assurance that Nasdaq will accept the

Compliance Plan, that the Company will be successful in achieving its Compliance Plan, or that the Company will be able to regain or maintain compliance with the Continued Listing Standards.

Neither the Notice nor the Company’s non-compliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital

Market under the symbol “DEVS.”

Merger Agreement

On December 3, 2025, the Company entered into the Merger Agreement, by and among the Company, Southern, and Merger SubCo.

The terms of the Merger and the related Transactions, which contain customary

representations and warranties, covenants and closing conditions, are summarized below.

Capitalized terms used in this Quarterly Report on Form 10-Q but not otherwise defined herein have the meanings given to them in Merger Agreement.

The Transactions are structured as follows:

concurrent with the signing of the Merger Agreement, the Southern Investor purchased the Pre-Domestication Company Shares at a price per share of $15.58, for an aggregate equity investment of approximately $2,000,000;

prior to the Effective Time of the Merger, the Company will migrate to and domesticate as a Delaware corporation;

at the Effective Time, Merger SubCo will merge with and into Southern with Southern surviving the merger as the surviving corporation, pursuant to which existing equity in Southern will be exchanged

for equity in the Company resulting in shareholders of Southern (the “Southern Shareholders”) holding, inclusive of the PIPE Shares, seventy percent (70%) of the Company Shares on a fully-diluted basis upon completion of the

Transactions (but without regard to any Company Shares reserved for issuance under the Company Equity Incentive Plan that are not subject to any option, grant or other award thereunder).

Registration Rights Pursuant to the Merger Agreement, the Company has agreed to promptly after the Closing of the Merger , register the resale of the shares issued to Southern’s shareholders in the Merger who

are deemed to be an affiliate of the Company immediately after the Closing of the Merger.

Domestication

In connection with the Domestication, (i) each issued and outstanding Pre-Domestication Company Share will convert automatically, on a one-for-one basis, into one share of common stock of the Company

following the Domestication, par value $0.0001 per share (the “Post-Domestication Company Shares” and, together with the Pre-Domestication Company Shares, the “Company Shares,” as applicable), (ii) each issued and outstanding Company

Convertible Security and Company Warrants that are exercisable for, or convertible into, Pre-Domestication Company Shares will convert automatically, on a one-for-one basis, into a convertible security or warrant (as applicable) that is

exercisable for or convertible into an equivalent number of Post-Domestication Company Shares on terms that are substantially similar to the terms of the Company Convertible Security and Company Warrant so converted, and (iii) all the

property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Company immediately prior to the Domestication (including under the Transaction Documents) will continue and will be the

property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Company following the Domestication.

Merger Proxy Statement/Prospectus and Stockholder Meeting

As promptly as practicable after the execution of the Merger Agreement, (i) the Company and Southern will prepare a registration statement on Form S-4 or other appropriate form in connection with the issuance

of the Post-Domestication Company Shares in the Merger (including any amendments or supplements thereto) (the “Registration Statement”);

and (ii) the Company will cause the Registration Statement and such other documents to be filed or

furnished with the Securities Authorities and Nasdaq, as applicable and required by Law and the rules of the Nasdaq, respectively, and disseminated to each Company Shareholder and Southern Shareholder and other Person as required by Law.

Promptly following the Registration Statement being declared effective, and within the time period provided in the proxy statement/prospectus contained therein, the Company will convene and conduct its special meeting of Company

Shareholders to consider the Transactions.

Merger Closing

The consummation of the Merger will be on a date no later than two Business Days following the satisfaction or waiver of all of the closing conditions.

Merger Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of the Company, Southern and Merger SubCo relating to, among other things, their ability and authority to enter into the Merger Agreement

and their capitalization and operations.

The parties have also agreed to customary covenants including, without limitation, in connection with required regulatory filings for the Merger, requirements regarding Alternative Transaction

proposals, certain restrictions on the operations of the Company and Southern prior to the Closing and the delivery of certain financial statements.

In addition, prior to the Effective Time, (i) the Company may elect, with Southern’s

prior consent, to undertake a re-organization so long as such re-organization does not among other things, have material adverse consequences to the Company or the Company Shareholders and (ii) Southern shall use commercially reasonable

efforts to enter into one or more binding, long-term offtake agreements in connection with its development of biomass to fuel plant in or around St.

Charles Parish, Louisiana (the “Plant”).

Merger Proxy Statement/Prospectus and Stockholder Meeting

of the Post-Domestication Company Shares in the Merger (including any amendments or supplements thereto) (the “Registration Statement”);

and (ii) the Company will cause the Registration Statement and such other documents to be filed or

Shareholders to consider the Transactions.

Merger Closing

The consummation of the Merger will be on a date no later than two Business Days following the satisfaction or waiver of all of the closing conditions.

Merger Representations, Warranties and Covenants

and their capitalization and operations.

The parties have also agreed to customary covenants including, without limitation, in connection with required regulatory filings for the Merger, requirements regarding Alternative Transaction

proposals, certain restrictions on the operations of the Company and Southern prior to the Closing and the delivery of certain financial statements.

In addition, prior to the Effective Time, (i) the Company may elect, with Southern’s

efforts to enter into one or more binding, long-term offtake agreements in connection with its development of biomass to fuel plant in or around St.

Charles Parish, Louisiana (the “Plant”).

Termination Generally

The Merger Agreement contains certain termination rights, including, among others:

termination by either the Company or Southern:

(a) upon mutual written consent;

(b) if the requisite Company Shareholders fail to approve the Company Resolutions;

enjoin the consummation of the Transactions that have become final and nonappealable;

or (d) the Effective Time does not occur on or prior to that date that is the nine (9) month anniversary of the date of the Agreement (the

“Outside Date”), subject to a one-time thirty (30)-day extension if the parties mutually agree and a 60-day extension by the Company or Southern if the Registration is not declared effective by the Outside Date;

termination by the Company:

(a) if Southern has an uncured material breach;

(b) the Company enters into a Superior Proposal prior to the approval by the Company Shareholders of the Merger;

or (c) there has been a Southern

Material Adverse Effect;

termination by Southern:

(a) if the Company has an uncured material breach;

(b) the Company’s Board of Directors changes its recommendation in certain circumstances in favor of the Merger or enters

into a Superior proposal;

or (c) there has been a Company Material Adverse Effect.

Termination Fee

The Company will owe a termination fee to Southern equal to 3.1% of the product of the Company Shares outstanding as of the date of termination and the volume weighted average price of the

Company Shares for then ten (10) trading day period ending on the date of termination if:

(A) the Merger Agreement is terminated (1) by either Southern or the Company because the requisite Company Shareholders fail to approve the Company Resolutions, (2) by either Southern or the Company

because the Outside Date has passed or (3) by Southern because the Company has an uncured material breach, (B) an Acquisition Proposal has been publicly disclosed or made known to the Company prior to such termination and (C)

concurrently with or within 12 months after the date of any such termination, (x) the Company or any Company Subsidiary enters into a definitive agreement to effect any Acquisition Proposal or (y) any Acquisition Proposal is

Southern terminates the Merger Agreement because the Company’s Board of Directors changes its recommendation in certain circumstances in favor of the Merger or approves, recommends or authorizes the

Company to enter into a written agreement concerning a Superior Proposal;

The Company terminates the Merger Agreement to enter into a Superior Proposal.

Termination Reimbursement

If the Merger Agreement is terminated by the Company or Southern because the requisite Company Shareholders fail to approve the Company Resolutions, the Company shall reimburse Southern its reasonable,

documented expenses in an amount not to exceed 1% of the product of the Company Shares outstanding as of the date of termination and the volume weighted average price of the Company Shares for then ten (10) trading day period ending on

the date of termination.

Other Expenses

Company and Southern will each pay 50% of any filing fees payable for or in respect of any application, notification or other filing made in respect of the Transactions, including any fees, costs and expenses

in connection with (i) the preparation, filing and approval by the SEC of the Registration Statement and (ii) the preparation and of filing with a Governmental Authority of any antitrust filings.

Support & Lock-Up Agreements

In connection with signing the Merger, (i) the Company, Southern and the Core Company Securityholders each entered into Company Support & Lock-Up Agreement and (ii) the Company, Southern and the Southern

Investor as of the date of the Agreement (the “Signing Southern Shareholder”) entered into the Southern Support & Lock-Up Agreement (collectively, the “Support & Lock-Up Agreement), each dated December 3, 2025, pursuant to which

(i) each of the Core Company Securityholders and the Signing Southern Shareholder agreed to vote any Company Shares held by him, her or it in favor of the Transactions, and provided customary representations and warranties and covenants

related to the foregoing, and (ii) each of the Core Company Securityholders and the Signing Southern Shareholder has agreed to certain transfer and lock-up restrictions.

ELOC Agreement Side Letter

Additionally, in connection with the Merger Agreement, on December 3, 2025, the Company and Helena entered into the Side Letter pursuant to which, among other things, they amended (i) the

Convertible Note Purchase Agreement entered into as of July 18, 2025 by and between the Company and Helena, (ii) the Convertible Promissory Note, dated July 18, 2025, issued by the Company in favor of Helena, and (iii) the ELOC Purchase

Agreement, dated as of October 29, 2024, as amended, by and between the Company (then known as Focus Impact Acquisition Corp.) and Helena, as follows:

Provided that no Event of Default (as defined in the Convertible Promissory Note) occurs and that the Company complies with the terms of the Side Letter until February 28, 2026, Helena agrees that

on any trading day (i) it will not sell Conversion Shares (as defined in the Convertible Note Purchase Agreement) unless the daily traded volume of the Common Stock is in excess of $1,000,000 on such trading day, and (ii) it will

not sell Conversion Shares in an amount in excess of 10% of the volume of the Common Stock traded on such trading day.

The Company agrees that it will submit Advance Notices (as defined in the ELOC Purchase Agreement) pursuant to the ELOC Purchase Agreement in aggregate amount equal so that the Company receives net

proceeds of no less than $7,500,000 prior to February 28, 2026.

The Company will use its best efforts to comply with Article VII of the ELOC Purchase Agreement so that it is able to submit Advance Notices thereunder in a manner compliant with the ELOC Purchase

in paragraph 1 above.

PIPE Investment

In connection with the Merger Agreement, on December 3, 2025, the Company entered into the SPA with an investor and

current shareholder of Southern (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor an aggregate of 128,370 PIPE Shares, for an aggregate purchase price of approximately $2,000,000 or $15.58 per PIPE

The SPA contains customary representations, warranties and covenants of the Company and the Investor.

The PIPE Investment was made in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder.

The Company expects to use the net proceeds from the PIPE Investment for general corporate purposes, including transaction-related costs in connection with the Merger and the Domestication.

Up to $350,000 of

such net proceeds will be used to satisfy Southern’s expenses related to the Transactions.

Registration Rights Agreement

In connection with the PIPE Investment, the Company and the Investor entered into a registration rights agreement, dated as of December 3, 2025 (the “RRA”), pursuant to which the Company agreed to register

the resale of the PIPE Shares and the shares to be issued to certain Southern Shareholders in connection with the Merger (and, as applicable, any securities issued or issuable with respect to the PIPE Shares by way of stock split, stock

dividend, recapitalization, the Domestication or similar event) as set forth therein.

Pursuant to the RRA, the Company has agreed to promptly after the Closing of the Merger or the termination of the Merger Agreement, as applicable, register the resale of the shares issued in connection with

the PIPE as well as the shares issued to Southern’s shareholders in the Merger who are deemed to be the Company’s affiliates immediately after the Closing of the Merger.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis