DevvStream Corp. 10-Q

Item 1. Financial Statements DevvStream Corp. Condensed Consolidated Interim Financial Statements (Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 (unaudited) 1 Table of Contents INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Page Condensed Consolidated Interim Balance Sheets as of October 31, 2025 and July 31, 2025 3 Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended October 31, 2025 and 2024 4 Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three months ended October 31, 2025 and 2024 5 Condensed Consolidated Interim Statements of Cash Flows for the three months ended October 31, 2025 and 2024 6 Notes to the Condensed Consolidated Interim Financial Statements 7 On August 8 2025, the Company effected a 1-for-10 reverse stock split of its outstanding common stock. All share and per share amounts in these consolidated financial statements and related footnotes have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated (the “Reverse Stock Split”). 2 Table of Contents DevvStream Corp. CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (Unaudited - Expressed in United States dollars) As at October 31, 2025 July 31, 2025 ASSETS Current assets Cash $ 819,076 $ 3,446,111 Trade receivable 7,040 7,360 GST receivable 151,775 140,646 Corporate taxes receivable 171,573 171,573 Deferred financing costs 138,720 138,720 Prepaid expenses 292,917 175,896 Deposit on carbon credits purchase 173,649 173,649 Carbon credits 82,822 83,672 Total current assets 1,837,572 4,337,627 Restricted cash 1,280,000 6,405,000 Cryptocurrencies – restricted 4,715,853 - Deferred financing costs, long-term 137,960 172,925 Deposit on carbon credits purchase, long-term 247,754 247,754 Investment in associate 618,422 707,989 Total assets $ 8,837,561 $ 11,871,295 LIABILITIES AND SHAREHOLDERS’ DEFICIENCY Current liabilities Accounts payable and accrued liabilities $ 10,125,915 $ 10,682,665 Accounts payable and accrued liabilities – related parties 226,410 794,990 Convertible debentures 379,703 375,027 Derivative liabilities 74,000 72,500 Warrant liabilities 3,343,175 5,626,473 Stock option liabilities 61,506 133,465 Stop loss provision liabilities 1,094,765 1,065,235 Total current liabilities 15,305,474 18,750,355 Convertible debentures, long term 8,812,477 8,800,339 Convertible debentures – related parties, long term 4,052,638 3,914,146 Total liabilities 28,170,589 31,464,840 Shareholders’ deficiency Common shares ( No par value, unlimited common shares authorized; 3,841,642 common shares issued and outstanding) (July 31, 2025 – 3,541,668 ) - - Additional paid in capital 14,956,881 14,174,914 Subscription receivable ( 20,000 ) ( 20,000 ) Accumulated other comprehensive income 45,097 45,001 Deficit ( 34,315,006 ) ( 33,793,460 ) Total shareholders’ deficiency ( 19,333,028 ) ( 19,593,545 ) Total liabilities and shareholders’ deficiency $ 8,837,561 $ 11,871,295 Going concern (Note 2(b)) Commitments and contingencies (Note 17) Subsequent events (Note 18) See accompanying notes to the condensed consolidated interim financial statements. 3 Table of Contents DevvStream Corp. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 2024 Revenue $ 1,100 $ - Cost of sales ( 1,884 ) - Gross profit ( 784 ) - Operating expenses Sales and marketing 49,038 271,895 Depreciation - 361 General and administrative 578,567 57,335 Professional fees 1,163,650 1,409,373 Salaries and wages ( 4,550 ) 488,258 Total operating expenses ( 1,786,705 ) ( 2,227,222 ) Other income (expenses) Staking income 14,334 - Interest expense ( 271,200 ) ( 12,740 ) Accretion expense ( 230,015 ) ( 44,565 ) Change in fair value of derivative liabilities ( 1,500 ) ( 1,348,350 ) Change in fair value of warrant liabilities 2,283,298 ( 488,132 ) Change in fair value of mandatory convertible debentures - 70,500 Stop-loss provision loss ( 29,530 ) - Equity loss on investment in associate ( 89,567 ) - Gain on share settlement - ( 8,377 ) Gain on settlement of debt 17,007 - Loss on revaluation of cryptocurrencies ( 423,481 ) - Foreign exchange gain (loss) ( 3,403 ) 2,452 Net loss $ ( 521,546 ) $ ( 4,056,434 ) Other comprehensive loss Foreign currency translation 96 1,495 Net loss and comprehensive loss ( 521,450 ) ( 4,054,939 ) Weighted average number of shares outstanding - Basic and diluted 3,753,604 1,165,115 Loss per share – Basic and diluted $ ( 0.14 ) $ ( 3.48 ) See accompanying notes to the condensed consolidated interim financial statements. 4 Table of Contents DevvStream Corp. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY (Unaudited - Expressed in United States dollars) Number of Shares Additional Paid-in Capital Subscription receivable Accumulated Deficit Accumulated other comprehensive income (loss) Total shareholders’ equity (deficiency) Balance, July 31, 2024 1,163,871 $ 13,321,266 $ - $ ( 21,726,229 ) $ 43,553 $ ( 8,361,410 ) Share based compensation - RSUs - 126,343 - - - 126,343 Share based compensation - Options - 80,893 - - - 80,893 Warrants reclassified to liabilities on change in functional currency - ( 454,571 ) - - - ( 454,571 ) Shares issued for warrant exercises 9,176 389,729 - - - 389,729 Conversion of mandatory convertible debentures 2,244 49,500 - - - 49,500 Shares for settlement of debt 1,596 47,904 - - - 47,904 Foreign currency translation - - - - 1,495 1,495 Net loss - - - ( 4,056,434 ) - ( 4,056,434 ) Balance, October 31, 2024 1,176,887 $ 13,561,064 $ - $ ( 25,782,663 ) $ 45,048 $ ( 12,176,551 ) Balance, July 31, 2025 3,541,668 $ 14,174,914 $ ( 20,000 ) $ ( 33,793,460 ) $ 45,001 $ ( 19,593,545 ) Cancellation of shares ( 26 ) - - - - - Share based compensation - RSUs - 41,895 - - - 41,895 Share based compensation - Options - 18,437 - - - 18,437 Shares issued for ELOC drawdown 300,000 756,600 - - - 756,600 Amortization of deferred financing costs - ( 34,965 ) - - - ( 34,965 ) Foreign currency translation - - - - 96 96 Net loss - - - ( 521,546 ) - ( 521,546 ) Balance, October 31, 2025 3,841,642 $ 14,956,881 $ ( 20,000 ) $ ( 34,315,006 ) $ 45,097 $ ( 19,333,028 ) See accompanying notes to the condensed consolidated interim financial statements. 5 Table of Contents DevvStream Corp. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in United States dollars) For the period ended October 31, 2025 2024 Operating activities Net loss for the period $ ( 521,546 ) $ ( 4,056,434 ) Items not affecting cash: Depreciation - 361 Share based compensation 60,332 207,236 Change in fair value of derivative liabilities 1,500 1,348,350 Change in fair value of mandatory convertible debentures - ( 70,500 ) Change in fair value of warrant liabilities ( 2,283,298 ) 488,132 Change in fair value of stock option liabilities ( 71,959 ) - Staking income ( 14,334 ) - Loss on revaluation of cryptocurrencies 423,481 - Loss on investment in associate 89,567 - Loss on settlement of accounts payable - 8,377 Stop-loss provision loss 29,530 - Accrued interest 271,200 12,740 Accretion expense 230,015 44,565 Retirement of carbon credits 50,000 - Changes in non-cash working capital items: Trade receivable 320 - GST receivable ( 11,129 ) ( 9,898 ) Carbon credits ( 49,150 ) - Prepaid expenses ( 117,021 ) 3,708 Accounts payable and accrued liabilities ( 1,125,330 ) 1,872,262 Net cash used in operating activities ( 3,037,822 ) ( 151,101 ) Investing activities Purchase of cryptocurrencies ( 5,125,000 ) - Net cash used in investing activities ( 5,125,000 ) - Financing activities Proceeds from convertible debentures - 55,650 Proceeds from warrant exercise - 86,237 Proceeds from ELOC drawdown 567,455 - Repayment of convertible debentures ( 156,764 ) - Net cash provided by financing activities 410,691 141,887 Effect of exchange rate changes on cash 96 1,493 Net decrease in cash ( 7,752,035 ) ( 7,721 ) Cash, Beginning 9,851,111 21,106 Cash, Ending $ 2,099,076 $ 13,385 Presented as: Cash $ 819,076 $ 13,385 Restricted cash 1,280,000 - Cash, Ending $ 2,099,076 $ 13,385 Supplemental information: Taxes paid $ - $ - Interest paid $ - $ - Fair value of warrants exercised $ - $ 303,492 Repayment of convertible debentures from ELOC drawdown proceeds $ 189,145 $ - See accompanying notes to the condensed consolidated interim financial statements. 6 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 1. Nature of operations DevvStream Corp. (formerly Focus Impact Acquisition Corp.) (the “Company” or “Devv Corp.”) is a company existing under the Business Corporations Act of Alberta, Canada. The head office is located at 2133 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 and its records and registered office is located at 2108 N St., Suite 4254, Sacramento, CA 95816. The Company was a special purpose acquisition corporation incorporated in Delaware, the United States on February 23, 2021, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business (“Initial Business Combination”). On November 6, 2024, the Company completed a reverse takeover (“RTO”) with DevvStream Holdings Inc. (“Devv Holdings”) (Note 4) pursuant to a business combination agreement (“BCA”) entered into on September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024). The transaction is also referred to as the “De-SPAC” transaction. The Company was redomiciled as an Alberta company as part of the De-SPAC transaction. Devv Holdings is an Environmental Social and Governance (“ESG”) principled, high-tech, impact investing company focused on high quality and high return carbon credit generating projects. Devv Holdings is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the consolidated financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Devv Holdings, with the Company’s operations being included from November 6, 2024, the closing date of the De-SPAC transaction, onwards. The Company is a public company which is listed on the Nasdaq Stock Exchange (“NASDAQ”) under the symbol “DEVS”. 2. Basis of preparation (a) Statement of compliance These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), effective for the three months ended October 31, 2025. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended July 31, 2025. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for the cash flow information. 7 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 2. Basis of preparation (continued) (b) Going concern These unaudited condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at October 31, 2025, the Company has a working capital deficit, has incurred negative cash flows and losses since inception, and has generated limited revenues to date. The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon its ability to raise adequate financing from external sources and generate profits and positive cash flows from operations. The Company will require additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes. However, there is no assurance that the Company will be able to secure such financing on favourable terms. These matters raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated interim financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Such adjustments could be material. (c) Basis of consolidation These unaudited condensed consolidated interim financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany balances and transactions, income and expenses have been eliminated upon consolidation. As of October 31, 2025, the Company’s subsidiaries were: Name of subsidiary Place of incorporation Ownership Devv Holdings British Columbia , Canada 100 % Devvstream, Inc. (“DESG”) Delaware , USA 100 % DevvESG Streaming Finco Ltd (“Finco”) British Columbia , Canada 100 % On November 10, 2022, the Company made an investment into Marmota Solutions Incorporated (“Marmota”). On the date of the initial investment, the Company owned 50 % of Marmota and accounted for the investment as an equity investment. On October 16, 2023, the Company reduced its interest in Marmota to 10 % by returning common shares to Marmota for cancellation in consideration of $ 19 . On November 6, 2024, the Company made an investment into Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”). The Company owns 50 % of FCS and accounted for the investment as an equity investment. (d) Variable interest entities (“VIE”) A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity's activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. 8 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 2. Basis of preparation (continued) (e) Functional and presentation currencies Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for Devv Holdings and DESG. Finco’s functional currency remained CAD$. This change aligns with the business's future focus and the effective date of the Devv Corp.'s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities (Note 11). Determining the functional currency involved significant judgments to assess the primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows. The Company’s presentation currency is and continues to be the United States dollar. (f) Use of estimates and judgments In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of the Company’s accounting policies. In preparing these condensed consolidated interim financial statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and for the year ended July 31, 2025. (g) Emerging growth company The Company will be an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 9 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 3. Significant accounting policies The significant accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended July 31, 2025. The following accounting policies have been updated or included to reflect transactions occurring during the current interim period: (a) Cryptocurrencies The Company accounts for cryptocurrencies as indefinite-lived intangible assets in accordance with ASC 350-60. Cryptocurrencies are initially recorded at cost and subsequently measured at fair value at each reporting date based on quoted prices in active markets, with changes in fair value recognized in earnings in accordance with ASC 350-60-35 and ASC 820. Cryptocurrencies are not amortized. Cryptocurrency holdings are classified as non-current assets when they are restricted as collateral for long-term obligations or when the Company does not expect to liquidate the assets within twelve months, consistent with ASC 210-10-45. The Company may delegate certain cryptocurrency holdings to blockchain validators to earn staking rewards; such delegation does not result in derecognition of the underlying tokens because the Company retains control of the assets. Staking rewards are recognized in earnings when earned and measured at fair value on the date earned. 4. Reverse takeover On September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024), the Company entered into a Business Combination Agreement (“BCA”) with Devv Holdings. Pursuant to the BCA, on November 6, 2024, the Company changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby became a company existing under the Business Corporations Act of Alberta, and changed its name to Devvstream Corp., and Devv Holdings was amalgamated with a wholly owned subsidiary of the Company to form one corporate entity. Under the BCA, the Company consolidated all of its issued and outstanding common stock on a 1: 0.9692 basis. All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the Company on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”). All the outstanding Devv Holdings multiple voting shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of the Company on the basis of the Common Conversion Ratio. In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on substantially the same economic terms and conditions. The De-SPAC transaction was completed on November 6, 2024. Historical presentation of number of shares, warrants, options, and RSUs outstanding, weighted average number of shares outstanding, and exercise price of equity instruments, that are presented elsewhere in the condensed consolidated financial statements, including the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in shareholders’ deficiency, and Note 10 and 13, are retrospectively adjusted to reflect the application of the Common Conversion Ratio, with exercise price of warrants and options, and conversion price of convertible debentures adjusted by the inverse of the Common Conversion Ratio. This is further adjusted by a one-for-ten reverse stock split that took place on August 8, 2025. 10 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 4. Reverse takeover (continued) In consideration for the De-SPAC transaction, the Company issued 465,747 common shares to the former holders of SVS of Devv Holdings and 711,140 common shares to the former holders of MVS of Devv Holdings. The former shareholders of the Company retained 515,920 shares. The fair value per share was estimated to be $ 6.10 (CAD$ 8.50 ) based on the last trading price of Devv Holdings on the Cboe Exchange. As at November 6, 2024, the Company had 22,699,987 warrants outstanding, each exercisable at $ 1.52 for 0.09692 common shares, expiring on November 6, 2029. The fair value of the warrants was estimated to be $ 7,196,286 based on the Black-Scholes Option Pricing Model using the following assumptions: share price – $ 0.61 , expected dividend yield – 0 %, expected volatility – 87 %, risk-free interest rate – 3.12 % and an expected remaining life – 5 years . Expected volatility was estimated by using the average of historical volatility of Devv Holdings and of public traded companies that the Company considers to be comparable. The expected warrant life represents the period of time that warrants granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the warrants. Immediately after the completion of the De-SPAC transaction, the former holders of Devv Holdings’ shares owned 70 % of the shares of the combined entity. As a result of the De-SPAC transaction, the former shareholders of Devv Holdings acquired control of the Company, thereby constituting an RTO of the Company. The RTO was determined to be a purchase of the Company’s net assets by the shareholders of Devv Holdings. The De-SPAC transaction was accounted for as a capital transaction of Devv Holdings and equivalent to the issuance of shares by Devv Holdings for the net assets of the Company accompanied by a recapitalization as the Company did not qualify as a business according to the definition of ASC Topic 805, Business Combinations , and met the definition of a non-operating public shell. As a result, the transaction has been accounted for as an asset acquisition with Devv Holdings being identified as the acquirer and the Company being treated as the accounting acquiree with the transaction being measured at the fair value of the equity consideration issued to the Company’s shareholders. Devv Holdings is the continuing entity. The excess of the fair value of the shares issued over the value of the net monetary assets acquired has been recognized as a reduction in equity. The purchase price is allocated as follows: Fair value of shares retained by former shareholders of the Company ( 515,920 post 1: 0.9692 consolidation shares at $ 6.10 (CAD$ 8.50 )) $ 3,147,117 Fair value of replacement warrants of the Company 7,196,286 Total consideration $ 10,343,403 Net assets (liabilities) acquired of the Company: Cash and cash equivalents $ 1,661,645 Accounts payable and accrued liabilities ( 11,867,129 ) Promissory note payable (Note 10) ( 3,000,000 ) Total net assets (liabilities) $ ( 13,205,484 ) Reduction to additional paid in capital as a result of the recapitalization $ 23,548,887 11 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 4. Reverse takeover (continued) Sponsor side letter In connection with the De-SPAC transaction, Focus Impact Sponsor entered into a sponsor side letter, and agreed to certain transfer and lock-up restrictions of the Company’s common stock, which would terminate upon the earlier of: (i) 360 days after November 6, 2024; (ii) a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity for cash, securities or other property; or, (iii) if the Company’s common stock has a closing price of at least $ 120 per share for any 20 trading days in a 30-day trading period starting from April 5, 2025. Focus Impact Sponsor also agreed to vote its shares in favor of the RTO. Registration rights agreement In connection with the De-SPAC transaction, on November 6, 2024, the Company, Focus Impact Sponsor, and certain historical holders of Devv Holdings securities entered into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the historical holders of Devv Holdings securities and Focus Impact Sponsor will be granted customary registration rights with respect to the securities of the Company that they hold. Indemnification agreements In connection with the De-SPAC transaction, on November 6, 2024, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses, including attorney’s fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request. 5. Carbon credits Between October 17, 2024 and October 28, 2024, Devv Holdings entered into multiple agreements to acquire carbon credits in return for shares of the Company once the De-SPAC Transaction was completed. On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for these agreements. The fair value of the shares issued was $ 1,982,424 . Stop-loss provision All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the next 12 to 18 months, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of October 31, 2025 is $ 1,094,765 . Deposit on carbon credits Consideration paid of $ 421,403 related to the future delivery of carbon credits is recorded as a deposit on carbon credits, of which $ 271,403 relate to a contract containing a stop-loss provision. The stop-loss provision related to these contracts has not been recognized. As there is not yet certainty to the delivery of the credits, the obligation to issue additional shares is not probable as at October 31, 2025. 12 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 5. Carbon credits (continued) Retirement of carbon credits On June 20, 2025, the Company entered into an agreement to purchase 16,500 carbon credits from a vendor at a unit price of $ 6.06 , for a total purchase consideration of $ 100,000 . Under the terms of the agreement, the vendor is required to retire 50 % of the credits on behalf of the Company within five ( 5 ) days of payment confirmation, and transfer the remainder to the Company. As of October 31, 2025, full consideration of $ 100,000 has been paid. On August 14, 2025, the vendor retired 50 % of the purchased credits ( 8,250 credits) on behalf of the Company to offset the Company’s carbon footprints. Accordingly, an environmental expense of $ 50,000 has been recorded during the three months ended October 31, 2025. However, as of date of financial statements, the remaining 8,250 carbon credits have not yet been transferred or delivered to the Company. 6. Cryptocurrencies The Company holds cryptocurrency assets and related cash balances with Bitgo Trust Company, Inc., a cryptocurrency exchange which is a South Dakota chartered trust company. These holdings are subject to collateral requirements associated with the Company’s convertible debentures issued to Helena, the proceeds of which were used to fund the Bitgo account (Note 10). Under the terms of this financing arrangement, all cryptocurrency and cash maintained with Bitgo are restricted to secure the Helena convertible debt until the fair value of the Company’s cryptocurrency holdings exceeds US$20 million (the “Threshold Amount”). Helena also maintains first preference claim on the Company’s assets until the Threshold Amount is met. Once the Threshold Amount is achieved, only cryptocurrency holdings up to US$20 million in a segregated account remain pledged as security; however, as of October 31, 2025, the Threshold Amount had not been met, and all cryptocurrency and cash balances remained fully restricted. Cryptocurrencies are accounted for as indefinite-lived intangible assets in accordance with ASC 350-60 and are subsequently measured at fair value, with changes in fair value recognized in earnings in accordance with ASC 350-60-35 and ASC 820. Fair value is determined using quoted prices in active markets. Activity in cryptocurrency holdings during the three months ended October 31, 2025 was as follows (in USD): Bitcoin Solana Total Balance, August 1, 2025 $ - $ - $ - Purchases 2,562,500 2,562,500 5,125,000 Staking income earned - 14,334 14,334 Fair value loss ( 127,172 ) ( 296,309 ) ( 423,481 ) Balance, October 31, 2025 $ 2,435,328 $ 2,280,525 $ 4,715,853 As at October 31, 2025, the Company held 22.229041 BTC and 12,181.64 SOL, with fair values of $ 109,556.16 per BTC and $ 187.21 per SOL. The Company also held $ 1,280,000 in cash in the Bitgo account (Note 10). All cryptocurrency and cash balances are presented as non-current assets, as management does not expect to liquidate these assets within the next twelve months and the balances are pledged as collateral for long-term debt, in accordance with ASC 210-10-45. 13 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 6. Cryptocurrencies (continued) The Company participates in staking activities for Solana. Staked Solana remains recognized as an asset of the Company because delegation to validators does not transfer control of the underlying tokens, and the criteria for derecognition under ASC 350-10-40 are not met. Staking rewards are recognized in earnings when earned and measured at fair value on the date earned. During the period, the Company earned 70.66 SOL, with a total fair value of $ 14,334 . 7. Investment in associate On November 6, 2024, the Company received 2,000,000 shares in FCS, in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by the Company represented 50 % of shares outstanding, and the initial balance of investment was determined to be $ 1,220,000 being the fair value of the shares issued by the Company in consideration for the exchange. As at October 31, 2025, the Company’s share of ownership remained at 50 %. Management assessed that the Company has significant influence over FCS based on its share of ownership, and that the investment should be accounted for using the equity method of accounting. Summarized financial information of FCS and a reconciliation of the carrying amount of the investment set forth in the consolidated balance sheets are set out below: Summarized balance sheet October 31, 2025 ASSETS Cash $ 162 Due from related parties 123,075 Start-up costs, net 101,859 Total assets $ 225,096 LIABILITIES Accounts payable and accrued liabilities $ 255,875 Convertible notes 1,303,875 Total liabilities $ 1,559,750 Summarized statement of loss For the three months ended October 31, 2025 Operating expenses General and administrative expenses $ 2,339 Guaranteed payments 150,899 Legal and professional fees 1,337 Travel 1,241 Amortization 5,493 Total operating expenses ( 161,309 ) Interest expenses ( 17,825 ) Net loss $ ( 179,134 ) Company’s ownership 50 % Company’s share of loss $ ( 89,567 ) 14 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 7. Investment in associate (continued) A continuity of the Company’s investment in associate is as follows: Balance as at July 31, 2024 $ - Investment by the Company 1,220,000 Company’s share of loss ( 512,011 ) Balance as at July 31, 2025 $ 707,989 Company’s share of loss ( 89,567 ) Balance as at October 31, 2025 $ 618,422 8. Equity Line of Credit (“ELOC”) On October 29, 2024, the Company entered into the ELOC Agreement with Helena Global Investment Opportunities I Ltd (“Helena I”). Under the ELOC Agreement, the Company will have the right to issue and to sell to Helena I from time to time, up to $ 40,000,000 of the Company’s common shares following the closing of the De-SPAC Transaction and the effectiveness of the registration statement registering the Company’s common shares being sold under the ELOC Agreement (the “Helena I Registration Statement”). As a commitment fee in connection with the execution of the ELOC Agreement, 50,000 shares of the Company was issued upon closing of the De-SPAC transaction. Following the closing of the De-SPAC Transaction and the Helena I Registration Statement becoming effective, the Company issued to Helena I common shares equal to $ 125,000 divided by the greater of (i) the lowest one-day VWAP during the five trading days immediately preceding the effectiveness date of such Registration Statement and (ii) $ 7.50 . On March 17, 2025, the Company issued 16,666 shares in satisfaction of this obligation. The Company may require that Helena purchase the Company’s common shares by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of advance it is requesting, which amount may not exceed an amount equal to the lesser of (i) 100 % of the average of the daily value traded of the common shares over the 10 trading days immediately preceding such advance notice, and (ii) $ 8,000,000 . However, in no event may the number of common shares issuable to Helena pursuant to an advance cause the aggregate number of shares beneficially owned (as calculated pursuant to Section 13 (d) of the Exchange Act) by Helena and its affiliates as a result of previous issuances and sales of common shares to Helena under the ELOC Agreement to exceed 9.99 % of the then outstanding common shares. On March 18, 2025, the Company and Helena entered into a first amendment to ELOC Agreement, which allows Helena to permit Secondary Advances, as defined in the amendment, as well as to update references to “Common Stock” in the ELOC Agreement to “Common Shares” . On August 4, 2025, the Company and Helena entered into a second amendment to ELOC Agreement, which increased the commitment amount from $ 40,000,000 to $ 300,000,000 . On December 3, 2025, the Company entered a side letter with Helena I, amending the terms of the Company’s existing convertible note and ELOC Agreement. The amendment places temporary limits on Helena’s sales of conversion shares, subject to trading-volume conditions, and requires the Company to submit advance notices sufficient to receive at least $ 7,500,000 in net proceeds under the ELOC prior to February 28, 2026 (Note 18). As at October 31, 2025, $ 4,084,681 have been drawn against t he ELOC through the issuance of 1,145,700 shares. During the three months ended October 31, 2025, $ 756,600 has been drawn against the ELOC through the issuance of 300,000 shares (Note 13) . 15 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 9. Accounts payable and accrued liabilities October 31, 2025 July 31, 2025 Accounts payable $ 1,033,268 $ 1,113,372 Accrued liabilities 6,582,418 7,059,064 Excise taxes payable 2,410,973 2,410,973 Income taxes payable 99,256 99,256 10,125,915 10,682,665 Accounts payable, related parties 96,410 271,919 Accrued liabilities, related parties 130,000 523,071 $ 10,352,325 $ 11,477,655 10. Convertible debentures Devvio Tranche (Related Party Convertible Debt) On January 12, 2024, the Company closed an unsecured convertible notes offering in the principal amount of $ 100,000 with Devvio that will bear interest at a rate of 5.3 % per annum, is payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted. The maturity was November 6, 2024. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. Devvio is a related party to the Company through its ownership of the Company’s shares, and one of Devvio’s officers, directors and principal owners was a director of the Company during the year ended July 31, 2024 and until November 7, 2024. In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows: • At a conversion price equal to the greater of (a) $ 76.50 multiplied by the common conversion ratio as set forth in the BCA (the “Common Conversion Ratio”), and (b) CAD$ 10.30 . The shares are thereafter exchanged for common shares of the Combined Company at the Common Conversion Ratio. • If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 ( 270 days from the issuance date of the notes) and the termination of the business combination agreement for the De-SPAC transaction, the principal and accrued interest are convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows: • At a conversion price equal to the greater of (a) the 30-day volume weighted average trading price (“VWAP”) of the shares on Cboe Canada stock exchange and (b) CAD$ 10.30 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30-day VWAP and (b) the floor price of CAD$ 10.30 . The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. At issuance, the Devvio Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liability at issuance was estimated to be $ 45,000 using the Monte Carlo model. 16 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract. On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest crystalized such that they are convertible, at the option of the lender, at a conversion price of $ 11.70 (being $ 76.50 multiplied by the Common Conversion Ratio). If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The fair value of the conversion option was remeasured on November 6, 2024 to be $ 176,000 and was transferred into equity. The fair value was estimated using the Black-Scholes Option Pricing model using the following assumptions: expected dividend yield - 0 %, expected volatility - 275 %, risk-free interest rate - 3.10 % and an expected remaining life - 0.6 years . On November 12, 2024, the maturity of the Devvio Tranche was extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Devvio Tranche is outstanding as of October 31, 2025, and the Company is in the process of negotiating a further extension. Focus Impact Partners Convertible Debt (Related Party Convertible Debt) In the prior year, the Company closed an unsecured convertible notes offering with Focus Impact Partners, LLC (“Focus Impact Partners”). Subsequent to the closing of the De-SPAC transaction, Focus Impact Partners became a related party of the Company as one of the directors of the Company is an officer of Focus Impact Partners. The convertible notes were initially closed on January 12, 2024 and additional advances were added under the same offering. The total initial principal amounts of $ 550,000 under the original Focus Impact Partners Convertible Debt were received in five installments: $ 150,000 on November 6, 2023, $ 150,000 on January 9, 2024, $ 100,000 on March 28, 2024, $ 100,000 on April 19, 2024, and $ 50,000 on June 13, 2024. The debentures will bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction (Note 4) and the debentures are not converted. The maturity date for all advances was November 6, 2024. The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows: • At a conversion price equal to the greater of (a) a 25 % discount to the 20-day VWAP of the shares on the Cboe Exchange multiplied by the Common Conversion Ratio, and (b) $ 20.00 (the De-SPAC Floor Price”). • The shares are thereafter exchanged for common shares of the Company at the Common Conversion Ratio. • If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 ( 270 days from the issuance date of the notes), or the termination of the BCA with Focus Impact, the principal and accrued interest are convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows: 17 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) • At a conversion price equal to the greater of (a) a 25 % discount to the 20-day VWAP of the shares on the Cboe Exchange calculated on the conversion date and b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $ 4.75 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 20-day VWAP and (b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $ 4.75 . • The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. On June 28, 2024, the Company and Focus Impact Partners agreed to amend the Focus Impact Partners Convertible Debt (“the June 2024 Amendment”) such that the De-SPAC Floor Price would be amended from $ 20.00 to CA$ 4.75 . On June 28, 2024, the Company received additional proceeds of $ 20,000 under the June 2024 Amendment. On August 19, 2024, October 18, 2024, October 28, 2024 and November 1, 2024, the Company received additional proceeds of $ 41,500 , $ 6,500 , $ 7,650 and $ 12,000 under the June 2024 Amendment. The Focus Impact Partners Convertible Debt were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2024 was estimated to be $ 25,800 as valued using the Monte Carlo model. The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2025 was estimated to be $ 65,750 as valued using the Monte Carlo model. The June 2024 Amendment had no impact on the classification of the convertible debenture and therefore, the conversion feature was considered a derivative before and after the modification. As there was no change to the host instrument cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the host debt as a result of this change. As the conversion option was bifurcated before and after the modification, the change in the fair value of the conversion feature was recognized as the loss on revaluation of the derivative liabilities through the consolidated statement of operations and comprehensive loss. The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract. On November 13, 2024, the Company issued a new $ 637,150 convertible note bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Focus Impact Partners Convertible Debt”), in exchange for the cancellation of the Focus Impact Partners Convertible Debt as described above (the “November 2024 Amendment”). The principal loan amount and any accrued interest under the New Focus Impact Partners Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $ 8.67 per share. The Company retains the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. 18 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $ 21,129 , were not converted into the New Focus Impact Partners Convertible Debt, and were transferred to accrued liabilities of the Company. As a result of the November 2024 amendment, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. As the conversion option was bifurcated before the amendment but not bifurcated after the amendment, a change in the fair value of the conversion option of over 10 % of the of the carrying amount of the original debt without the bifurcation at inception constitutes a substantial change. Immediately prior to the November 2024 Amendment, the value of the conversion feature associated with the Focus Impact Partners Grid Note was $ 2,250,000 . The fair value of the conversion feature was $ 59,000 after the November 2024 Amendment as estimated using the Monte Carlo model. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $ 637,650 was derecognized and the fair value of the new debt of $ 544,441 (based on a 14 % market yield) was recognized. The fair value of the conversion feature of $ 59,000 was transferred to equity. As Focus Impact Partners is a related party, the gain on the extinguishment of $ 93,209 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2 . Envviron Tranche (Related Party Convertible Debt) On April 23, 2024 , the Company closed an unsecured convertible note offering in the principal amount of $ 250,000 with Envviron SAS (a company controlled by a former director of the Company) that will bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted (“Envviron Tranche”). The maturity date was February 15, 2025. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. The terms of the Envviron Tranche are identical to the original Focus Impact Partners Convertible Debt. In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows: • At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on Cboe Canada stock exchange, and (b) $ 20.00 . The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio. • If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. In the event the Company does not complete a De-SPAC transaction at the later of January 18, 2025 ( 270 days from the issuance date of the notes) and the termination of the BCA for the De-SPAC transaction, the principal and accrued interest are convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows: • At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$ 4.75 . • Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30 -day VWAP and (b) the floor price of CAD$ 4.75 . The warrants will expire 2 years after the conversion date. The conversion price is subject to certain anti-dilution provisions. 19 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) The Envviron Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liability at issuance was estimated to be $ 2,750 using the Monte Carlo model. The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract. On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest crystalized such that they are convertible, at the option of the lender, at a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20-day VWAP of the shares on the NASDAQ, and (b) $ 20.00 . If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction. Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The fair value of the conversion option was remeasured on November 6, 2024 to be $ 31,000 and was transferred into equity . The fair value was estimated using the Monte Carlo model . On November 12, 2024, the maturity of the Envviron Tranche are extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Envviron Tranche is outstanding as of October 31, 2025, and the Company is in the process of negotiating a further extension. Debt Assumed on RTO Upon the completion of the De-SPAC transaction (Note 4), the Company assumed two unsecured promissory notes amounting to $ 3,000,000 issued to Focus Impact Sponsor, LLC (the “Focus Impact Sponsor”), a significant shareholder of the Company. The promissory notes were interest-free and had a maturity date on the completion of the De-SPAC transaction (Note 4). Upon the completion of the De-SPAC transaction, $ 1,500,000 of the promissory notes was convertible into warrants of the Company at a price of $ 1.00 per warrant. The Company also assumed $ 345,000 of accrued administrative fees owing to Focus Impact Partners. On November 13, 2024, the Company issued new convertible notes totaling $ 3,345,000 , bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Convertible Debt”), in exchange for the cancellation of the assumed debt described above. The principal loan amount and any accrued interest under the New Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price of the Company’s shares, subject to a floor of $ 8.67 per share. The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. 20 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) As the conversion feature was not bifurcated before and after the amendment, a difference in the present value of cash flows under the terms of the new debt instrument of at least 10 % from the present value of the remaining cash flows under the terms of the original debt instrument constitutes a substantial change. The change was assessed to be in excess of 10 %. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $ 3,345,000 was derecognized and the fair value of the new debt of $ 2,856,042 (based on a 14 % market yield) was recognized. As Focus Impact Partners and the Focus Impact Sponsor are related parties, the gain on the extinguishment of $ 488,957 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2. In connection with the New Focus Impact Partners Convertible Debt and the New Convertible Debt, the Company agreed (i) to grant the Secured Parties a first ranking security interest in all of the carbon credits and similar environmental assets held by the Company, presently existing or hereafter created or acquired, and (ii) to execute and deliver to the Secured Parties a security agreement evidencing the Secured Parties’ security interest (the “Security Agreement”). On December 18, 2024, the Company executed and delivered to the Secured Parties the Security Agreement. Additional Focus Impact Partners Convertible Debt (Related Party Convertible Debt) On March 19, 2025, the Company closed a convertible note offering in the principal amount of $ 218,000 with Focus Impact Partners that will bear interest at a rate of 5.3 % per annum, with a maturity date of March 19, 2027 (“Additional Convertible Debt”). The principal loan amount and any accrued interest under the Additional Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20-day volume weighted average price of the Company’s shares. The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. Due to the absence of a floor conversion price, the Additional Convertible Debt was determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liabilities at issuance was estimated to be $ 72,500 as valued using the Monte Carlo model. The fair value of the derivative liabilities as at October 31, 2025 was estimated to be $ 74,000 as valued using the Monte Carlo model. Crypto Strategy Convertible Debt On July 17, 2025, the Company entered into a securities purchase agreement with Helena for the issuance of up to fifty-nine tranches of convertible notes (“Crypto Strategy Convertible Debt”) for a total principal amount of $ 300,000,000 , with closings of each tranche subject to fulfillment of conditions. Each tranche will have an issuance discount of 8 %, and bear interest at a rate of 8 % per annum, with a maturity date of 18 months from the date of funding. Interest shall be payable by the Company on the first day of each month. At the option of the Company, the interest is payable in cash, through the issuance of additional notes, or under certain situations, through the issuance of common shares. The Crypto Strategy Convertible Debt ranks senior to all outstanding and future indebtedness of the Company. The securities purchase agreement will terminate automatically on July 17, 2027. The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of the Company at the option of the holder at 95 % of the lowest daily volume weighted average price of the Company’s shares during the 5 preceding trading days, subject to a floor price of $ 0.7722 , and a cap price of $ 7.722 . 21 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) If the Company issues any debt or equity, the lenders have the option to cause the Company to direct 25 % of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt. The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date. A 10 % prepayment penalty is applied on any repayments prior to the maturity date. During the period ending on the later of (i) 12 months after the closing date of the initial tranche of the Crypto Strategy Convertible Debt, and (ii) the termination of the securities purchase agreement for the Crypto Strategy Convertible Debt, if the Company offers new securities for sale, the lenders have first refusal to up to 25 % of the new securities being offered. The proceeds of the Crypto Strategy Convertible Debt are subject to restrictions of use, with 70 % of the net proceeds of the initial tranche, and 75 % of the net proceeds of the subsequent tranches are required to be used to purchase cryptocurrencies. Until such time as the Company’s aggregate acquisition of cryptocurrencies equal or exceeds $ 20,000,000 (the “Digital Asset Threshold Amount”), the Crypto Strategy Convertible Debt will be secured by a first preference perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and cryptocurrencies purchased with the proceeds of the Crypto Strategy Convertible Debt, as evidenced by a security agreement. Subject to certain exceptions contained in the purchase agreement for the Crypto Strategy Convertible Debt, upon the Company’s achievement of the Digital Asset Threshold Amount, the parties have agreed to amend the terms of the security agreement such that the Company’s obligations shall thereafter be secured exclusively by the cryptocurrencies held in the designated collateral control account. Currently, as the Digital Asset Threshold Amount is not yet met, the Crypto Strategy Convertible Debt is secured by up to $ 20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in cryptocurrencies. The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account. On July 17, 2025, the Company closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $ 10,000,000 , for gross proceeds of $ 9,200,000 , with a maturity date of January 17, 2027 . The Company also incurred $ 85,000 in transaction costs in connection with the issuance. $ 6,405,000 of net proceeds are intended for the purchase of cryptocurrencies. As of October 31, 2025, $ 1,280,000 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet and $ 5,125,000 has been used for purchase of cryptocurrencies (Note 6). In connection with entering into the Crypto Strategy Convertible Debt, the Company entered into a registration rights agreement (the “RRA”), pursuant to which, the Company agreed to register for resale the common shares that are issuable upon conversion of the Crypto Strategy Convertible Debt. If the registration statement covering the resale of the common shares is not filed or declared effective by certain dates set forth in the RRA, the Company will be required to pay Helena I certain amounts as liquidated damages. 22 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) A continuity of the Company’s convertible debentures is as follows: Balance as at July 31, 2024 $ 881,544 Issued 13,686,133 Fair value of embedded derivative ( 138,250 ) Issuance discount ( 800,000 ) Transaction costs ( 85,000 ) Repayment ( 448,151 ) Accretion 346,424 Interest 305,591 Accrued interest transferred to accrued liabilities ( 21,129 ) Extinguishment ( 3,982,650 ) Assumed on RTO 3,345,000 Balance as at July 31, 2025 $ 13,089,512 Repayment ( 345,909 ) Accretion 230,015 Interest 271,200 Balance as at October 31, 2025 $ 13,244,818 Breakdown of the Company’s convertible debentures is as follows: October 31, 2025 July 31, 2025 Convertible debentures, short-term, related party $ 379,703 $ 375,027 Convertible debentures, long-term, related party 4,052,638 3,914,146 Convertible debentures, long-term 8,812,477 8,800,339 $ 13,244,818 $ 13,089,512 The face value of the convertible debentures as of October 31, 2025 was $ 13,756,590 . Below is a continuity of the embedded derivative liabilities: Balance as at July 31, 2024 $ 919,250 Derivative liability component 138,250 Change in fair value of derivative liabilities ( 719,000 ) Transferred to equity ( 266,000 ) Balance as at July 31, 2025 $ 72,500 Change in fair value of derivative liabilities 1,500 Balance as at October 31, 2025 $ 74,000 In connection with the issuance of the convertible debentures during the year ended July 31, 2025, the Company incurred $ 85,000 in directly attributable transaction costs, which are allocated to the convertible debenture. In connection with the issuance of the convertible debentures during the year ended July 31, 2024, the Company incurred $ 40,227 in directly attributable transaction costs. $ 36,484 was allocated to the host financial liability, $ 3,743 was allocated to the embedded derivative and recorded immediately in the consolidated statement of operations as general and administrative expenses. 23 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 10. Convertible debentures (continued) The key inputs used in the Monte Carlo model for the derivative liabilities were as follows: At initial measurement (for the year ended July 31, 2025) As at July 31, 2025 As at October 31, 2025 Probability of De-SPAC Transaction closing 90 % - 99 % N/A N/A Risk-free interest rate 0.61 % - 4.25 % 2.75 % 2.33 % Expected term (years) 0.01 – 2.00 1.63 1.38 Expected annual volatility for the Company 92.5 % - 150 % 150 % 150 % Expected annual volatility for Focus Impact 2.5 % - 100 % N/A N/A Common conversion ratio 0.063 - 0.1462 N/A N/A Foreign exchange rate 0.718 - 0.734 N/A N/A As at October 31, 2025, the conversion options attached to the Devvio Tranche, the Focus Impact Partners Convertible Debt, the Envviron Tranche, and the New Convertible Debt meet the definition of equity under Topic 815, and are accordingly no longer presented as derivative liabilities. Only the conversion option attached to the Additional Convertible Debt is presented as derivative liabilities. 24 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 11. Warrant liabilities Impact of Change in Functional Currency on August 1, 2024 As at July 31, 2024, the Company had 132,811 warrants outstanding. The exercise price of these warrants is denominated in CAD. Due to the change in functional currency of the Company, a total of 121,995 warrants which were issued in connection with the Company’s reverse merger on November 4, 2022 and for private placements with an initial carrying value of $ 1,836,666 were reassessed to be derivative liabilities. The fair value of the warrants upon the change in classification on August 1, 2024 of $ 454,571 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 105 %, risk-free interest rate – 3.49 % and an expected remaining life – 0.7 years. The fair value of these warrants is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the warrant liabilities on August 1, 2024 was $ 1,382,096 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity. 10,816 of the warrants outstanding on August 1, 2024 were issued to brokers as compensation for finders fees (the “Broker Warrants”) and fall under the Scope of ASC 718, Stock-based Compensation. As the Company’s stock was primarily traded on the Cboe Exchange in Canadian dollars during the three months ended October 31, 2024, the exemption under ASC 718-10-25-14A is met and the Broker Warrants remain equity classified. Changes to warrant liability during the three months ended October 31, 2025 As at October 31, 2025, the fair value of the liability classified warrants were remeasured at $ 3,343,175 using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 2.70 % and an expected remaining life of 4.02 years. The Company recognized ($ 2,283,298 ) as a change in fair value for the three months ended October 31, 2025. The following is a continuity of the Company’s derivative warrant liabilities: Balance as at July 31, 2024 $ - Warrants fair value upon change in functional currency (Note 2) 454,571 Warrants issued upon De-SPAC transaction (Note 4) 7,196,286 Warrants to be issued (mandatory convertible debentures) 7,500 Change in fair value of warrant liabilities (exercised warrants) 162,396 Change in fair value of warrant liabilities (expired warrants) ( 25,067 ) Fair value of warrants exercised ( 303,492 ) Change in fair value of warrant liabilities ( 1,865,721 ) Balance as at July 31, 2025 $ 5,626,473 Change in fair value of warrant liabilities ( 2,283,298 ) Balance as at October 31, 2025 $ 3,343,175 12. Stock option liabilities Impact of listing on the NASDAQ on November 6, 2024 As at November 6, 2024, the Company had 62,772 stock options outstanding. The exercise price of these stock options is denominated in CAD. Due to the listing of the Company on the NASDAQ (Note 4) and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities. The fair value of the stock options upon the change in classification on November 6, 2024 of $ 330,090 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 3.12 % and an expected remaining life – 5.96 years. The fair value of these options is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the option liabilities on August 1, 2024 was $ 1,381,715 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity. 25 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 12. Stock option liabilities (continued) Changes to stock option liability during the three months ended October 31, 2025 As at October 31, 2025, the fair value of the liability classified stock options were remeasured at $ 61,506 using Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 2.81 % and an expected remaining life of 4.66 years. The Company recognized ($ 71,959 ) as a change in fair value for the three months ended October 31, 2025, which is presented within salaries and wages. The following is a continuity of the Company’s derivative stock option liabilities: Balance as at July 31, 2024 $ - Stock options fair value upon change De-SPAC transaction (Note 4) 330,090 Change in fair value of stock option liabilities ( 196,625 ) Balance as at July 31, 2025 $ 133,465 Change in fair value of stock option liabilities ( 71,959 ) Balance as at October 31, 2025 $ 61,506 13. Share capital (a) Authorized The Company is authorized to issue an unlimited number of common stock without par value. The Company is authorized to issue an unlimited number of preferred stock, issuable in series in accordance with the Business Corporations Act of Alberta, Canada. (b) Shares issued Shares issued during the three months ended October 31, 2025 In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $ 756,600 . Shares issued during the three months ended October 31, 2024 On September 5, 2024, the Company issued 1,596 shares with a fair value of $ 47,904 in settlement of accounts payable in the amount of $ 39,527 and recognized a loss on the settlement of $ 8,377 . In October 28, 2024, the Company issued 2,244 shares with a fair value of $ 49,500 for the conversion of the mandatory convertible debentures. On October 29, 2024, the Company issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$ 13.08 per share for gross proceeds of $ 86,237 . The fair value of the warrants was $ 303,492 . 26 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 (c) Share purchase warrants The continuity of share purchase warrants is as follows: Number of warrants Weighted Average Exercise price Remaining life (Years) Balance, July 31, 2024 132,811 $ 47.23 0.67 Issued on RTO (Note 4) 22,699,987 $ 1.52 - Exercised ( 9,176 ) $ 9.50 - Expired ( 105,032 ) $ 56.90 - Balance, July 31, 2025 22,718,590 $ 1.53 4.27 Balance, October 31, 2025 22,718,590 $ 1.53 4.02 As at October 31, 2025, the following share purchase warrants were outstanding: Number of warrants outstanding Exercise price Expiry date 18,603 CAD$ 13.08 September 29, 2026 22,699,987 * $ 1.52 November 6, 2029 22,718,590 * Each warrant exercisable for 0.09692 common stock . All of the warrants outstanding are liability classified (Note 11). The Company has 1,122 warrants with an exercise price of CAD$ 67.30 to be issued as of October 31, 2025 . Of the 22,699,987 warrants issued on the RTO, 11,200,000 were to replace former SPAC public warrants (“Public Warrants”), and 11,499,987 were to replace former SPAC private warrants (“Private Warrants”, together with Public Warrants, “SPAC Warrants”). Each SPAC Warrant is exercisable at $ 1.52 for 0.09692 shares of common stock. In connection with the Initial Business Combination, the Company assumed the agreements for the SPAC Warrants between the Company’s predecessor, Focus Impact Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent, and entered into such amendments thereto as were necessary to give effect to the provisions of the BCA, and each SPAC Warrant then outstanding and unexercised automatically without any action on the part of its holder was converted into a warrant of the Company. Each replacement warrant is subject to the same terms and conditions, including exercisability terms, as were applicable to the corresponding SPAC Warrants immediately prior to the Initial Business Combination, except to the extent of such terms or conditions that are rendered inoperative by the Initial Business Combination. Accordingly, following the Initial Business Combination: • each replacement warrant will be exercisable solely for the Company’s common shares; • the number of the Company’s common shares subject to each replacement warrant will be equal to the number of Class A common shares subject to the applicable SPAC Warrant (subject to amendments as set forth in the agreement to the SPAC Warrants) • the per share exercise price for the Company’s common shares issuable upon exercise of such replacement warrant will be equal to the per share exercise price for the Class A Common Shares subject to the applicable SPAC Warrant, as in effective prior to the Initial Business Combination (subject to amendments as set forth in the agreement to the SPAC Warrants) 27 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 13. Share capital (continued) (c) Share purchase warrants (continued) Public Warrants The Company had agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of common stock until the warrants expired or were redeemed, as specified in the warrant agreement; provided that if the Company’s common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfied the definition of a ‘‘covered security” under Section 18(b)(1) of the Securities Act, the Company may at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, would not be required to file or maintain in effect a registration statement, but would use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the lessor of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Private Warrants The Private Warrants are not redeemable by the Company so long as they are held by Focus Impact Sponsor or its permitted transferees. Focus Impact Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis Company’s right to redemption of warrants The Company may redeem the outstanding Public Warrants under the following conditions, while a registration statement covering the common stock issuable upon exercise of the warrants is effective, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder: (1) Redemption at a price of $ 0.01 per warrant If common stock is trading at a price in excess of $ 23.90 (“Upper Redemption Trigger”) for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders. 28 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 13. Share capital (continued) (c) Share purchase warrants (continued) (2) Redemption at a price of $ 0.10 per warrant If the common stock is trading in excess of $ 13.20 (“Lower Redemption Trigger”) for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders. Concurrently, if the common stock is trading at a price of less than the Upper Redemption Trigger for any 20 trading days within a 30 -day period ending three trading days before the Company sends a notice of redemption to the warrant holders, the Private Warrants must also be concurrently called for redemption on the same terms as the Public Warrants. Adjustments to exercise price of SPAC Warrants The terms of the SPAC Warrants provided for an adjustment of the exercise price if the Initial Business Combination issued shares at a price (“Newly Issued Price”) below $ 92.00 per share, the aggregate gross proceeds from such issuances represent more than 60 % of total equity proceeds, and the 20-day VWAP of the Company’s shares upon Initial Business Combination (“Market Value”) is below $ 92.00 . In such event, the exercise price will be adjusted to be 115 % of the higher of the Market Value and the Newly Issued Price (“Reference Price”); the Upper Redemption Trigger will be adjusted to be 180 % of the Reference Price ; and the Lower Redemption Trigger will be adjusted to the Reference Price. On December 6, 2024, the Company determined the Newly Issued Price was $ 13.20 ; and the Market Value was $ 9.40 . Accordingly the Reference Price was set at $ 13.20 . The Company accordingly issued a notice of warrant adjustment to holders of SPAC Warrants, effecting the following adjustments in accordance with the terms of the SPAC Warrants: • Adjustment to the exercise price of the SPAC Warrants to $ 1.52 per 0.09692 share of the common stock of the Company, being 115 % of Reference Price; • Adjustment of the Upper Redemption Trigger to $ 23.90 per share of the common stock of the Company, being 180 % of Reference Price; • Adjustment of the Lower Redemption Trigger to $ 13.20 per share of the common stock of the Company, being the Reference Price The number of SPAC Warrants outstanding is not impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split of the Company. Correspondingly, the exercise price is also not adjusted. Instead, the number of shares each SPAC Warrant is exercisable into is adjusted to account for such adjustments. Upon RTO, the number of shares each SPAC Warrant is exercisable into (“Exercise Ratio”) is reduced from 1 to 0.9692 . Upon reverse stock-split in August 2025, the Exercise Ratio is further reduced to 0.09692 . As set forth in the warrant agreement for the SPAC Warrants, the SPAC Warrants are not exercisable for any fractional shares. If, by reason of any adjustment made pursuant to the terms of the SPAC Warrants, the holder would be entitled to a fractional interest in a shares upon exercise of such SPAC Warrant, the Company shall round down to the nearest whole number of common shares to be issued to such holder upon exercise. 29 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 13. Share capital (continued) (d) Stock options The continuity of the Company’s stock options is as follows: Number of stock options Weighted average exercise price Outstanding, October 31, 2024 and July 31, 2024 62,772 $ 40.20 Forfeited ( 1,395 ) $ 37.74 Granted 50,000 $ 2.32 Cancelled ( 2,733 ) $ 37.74 Outstanding, July 31, 2025 108,644 $ 22.79 Outstanding, October 31, 2025 108,644 $ 22.50 Exercisable, July 31, 2025 51,859 $ 40.16 Exercisable, October 31, 2025 51,859 $ 39.63 As at October 31, 2025, the weighted average remaining contractual life of outstanding options is 4.66 years (July 31, 2025 – 4.90 years). As at October 31, 2025, the following stock options were outstanding and exercisable: Number of options outstanding Exercise price Expiry date Number of options exercisable 2,676 CAD$ 52.40 January 17, 2028 2,676 9,176 CAD$ 52.40 February 6, 2028 9,176 8,411 CAD$ 72.60 May 15, 2028 7,035 764 CAD$ 77.20 June 26, 2028 764 50,000 $ 2.32 March 26, 2030 - 22,938 CAD$ 52.40 January 17, 2032 19,500 4,588 CAD$ 52.40 March 1, 2032 3,900 917 CAD$ 52.40 March 14, 2032 780 7,646 CAD$ 52.40 October 12, 2032 6,500 1,528 CAD$ 52.40 February 6, 2033 1,528 108,644 51,859 Stock options issued during the three months ended October 31, 2025 No stock options were issued during the three months ended October 31, 2025. Stock options issued during the three months ended October 31, 2024 No stock options were issued during the three months ended October 31, 2024. 30 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 13. Share capital (continued) (d) Stock options (continued) Share-based compensation – Stock options Share-based payments relating to the vesting of stock options for the three months ended October 31, 2025 was $ 18,437 (2024 - $ 80,893 ) and is recorded as salaries and wages on the consolidated statement of operations. As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, 58,644 stock options outstanding are liability classified (Note 12). As of October 31, 2025, the total intrinsic value of stock options outstanding and exercisable was $ Nil and $ Nil , respectively. The intrinsic value of outstanding stock options is based on the Company’s closing stock price on October 31, 2025. (e) Restricted stock units (“RSUs”) The continuity of the Company’s RSU’s is as follows: Number of RSUs Outstanding, July 31, 2024 121,475 Granted 30,586 Forfeited ( 3,753 ) Outstanding, July 31, 2025 and October 31, 2025 148,308 No RSUs were granted during the three months ended October 31, 2025 and 2024. As at October 31, 2025, the following RSUs were outstanding and vested: Number of RSUs outstanding Grant date Number of RSUs Vested 917 November 30, 2021 917 38,232 December 24, 2021 32,496 1,009 March 1, 2022 1,009 62,702 March 14, 2022 53,985 14,862 July 30, 2024 7,086 30,586 March 26, 2025 25,998 148,308 121,491 Share-based compensation – RSU’s Share-based payments relating to the vesting of RSUs for the three months ended October 31, 2025 was $ 41,895 (2024 - $ 126,343 ) and is recorded as salaries and wages on the consolidated statement of operations. 31 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 14. Related party transactions and balances Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties. At 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 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 (Note 10). 15. Financial instruments As at October 31, 2025, the Company’s financial instruments consist of cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, deposit on carbon credits purchase, accounts payable and accrued liabilities, convertible debentures, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities. The Company classifies cash, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase as financial assets held at amortized cost. The Company classifies accounts payable and accrued liabilities as financial liabilities which are held at amortized cost. The Company’s warrant liabilities, stock option liabilities, and stop loss provision liabilities are carried at FVTPL. The Company’s convertible debentures are hybrid instruments where the debt host component is held at amortized cost and the embedded derivative was measured at FVTPL, until upon their amendments (Note 10), or the completion of the De-SPAC transaction (Note 4) of the Company, when they met the criteria for equity classification and were transferred to equity. The Company’s derivative liabilities are level 3 financial instruments and its warrant liabilities and stock option liabilities are Level 2 instruments. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The unobservable inputs used for valuation of the mandatory convertible debentures and derivative liabilities included volatility and probability of De-SPAC transaction. Any significant changes in unobservable inputs could result in significantly lower or higher fair value measurements. 32 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 15. Financial instruments (Continued) The risk exposure arising from these financial instruments is summarized as follows: (a) Credit risk The Company’s financial assets are cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase. The Company’s maximum exposure to credit risk, as at period end, is the carrying value of its financial assets, being $ 2,850,867 . The Company holds its cash with a major financial institution and with a publicly traded payment processing company therefore minimizing the Company’s credit risk. (b) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity by maintaining adequate cash balances and by raising equity financings. The Company has no assurance that such financings will be available on favorable terms. In general, the Company attempts to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares. As at October 31, 2025, the Company had cash of $ 819,076 to settle the contractual obligation of current liabilities of $ 10,732,028 which fall due for payment within twelve months of the statement of financial position. All of the Company’s contractual obligations are current and due within one year . (c) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. At October 31, 2025, the Company has minimal exposure to these risks. 16. Segmented information The Company operates in one reportable operating segment – the development and monetization of environmental assets. The Company has not generated revenue to date and as such has no reportable segment revenues. The Company’s assets are located in Canada. 17. Commitments and contingencies • On September 12, 2023, the Company amended its existing strategic partnership agreement with Devvio, a related party. The Company has committed to making specific payments to Devvio. They will provide a minimum advance of $ 1,000,000 by August 1, 2024, followed by $ 1,270,000 by August 1, 2025 and August 1, 2026. Additionally, starting from 2027, if advance royalty payments fall below $ 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. On July 8, 2024, the parties further amended the agreement such that the minimum advances extended by one year and are now due as follows: $ 1,000,000 by August 1, 2025, followed by $ 1,270,000 by August 1, 2026 and August 1, 2027. Additionally starting in calendar year 2028, if advance royalty payments fall below $ 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. The agreement is amended on October 28, 2025 to eliminate the aforementioned payment obligations. The October 28, 2025 amendment establishes a Strategic Token Program between the parties whereby DevvStream agrees to purchase DevvE tokens annually in the amount of $ 1,000,000 in 2025 and $ 1,270,000 in each of 2026 and 2027 (each such amount, the “ Purchase Amount ”). 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. • On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc. for the us e of certain technologies. The Company has agreed to pay $ 42,000 within 15 days of the closing of the BCA. Such amount was paid on November 26, 2024. Commencing January 1, 2025, the Company has agreed to pay an annual fee of $ 12,000 of the first day of each calendar year for the use of the technology. The amounts due on January 1, 2025 are yet to be paid as of October 31, 2025. The Company has accrued $ 10,000 in connection with the annual fee payable as of October 31, 2025. 33 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 17. Commitments and contingencies (Continued) • On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide the Company with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $ 500,000 , which will be payable in quarterly installments of $ 125,000 starting with an initial payment for the period beginning December 31, 2023. Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $ 5,000,000 in outside debt and/or equity capital, cumulatively since th e period beginning December 31, 2023 or (b) the Company has 2 or more consecutive quarters of positive cash flow from operations. As of October 31, 2025, neither condition has been met. DevvStream Corp . will pay the Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction. The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement. • Holders of the Company’s common stock, including Focus Impact Sponsor and historical holders of Devv Holdings, as well as holders of SPAC Warrants are entitled to registration rights pursuant to registration rights agreements signed prior to the RTO, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. • On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases, including redemptions, of stock by publicly traded domestic corporations in the U.S. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for the purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. During 2024, the IRS issued final regulations with respect to the timing and payment of excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its obligations with respect to this provision of the IR Act. As the Company was formerly a special purposes acquisition corporation, redemption of shares by shareholders took place prior to the Initial Business Combination. The Company accrued $ 2,410,973 in excise taxes payable (Note 9), however it has not made a payment as of October 31, 2025. If the Company is unable to pay its obligations in full, it may be subject to additional interest and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. • On October 28, 2025, in accordance with an amendment to the strategic partnership agreement with Devvio, a related party, the Company agreed to purchase DevvE tokens annually in the amount of $ 1,000,000 in 2025, and $ 1,270,000 in each of 2026 and 2027 (the “Purchase Amounts”). The amount of DevvE tokens purchased will be determined by 10-day VWAP price (the “Purchase Price”). In connection with the purchases, the Company will also receive warrants to acquire additional DevvE tokens equal to 25 % of the Purchase Amounts, exercisable at the same Purchase Price, for 3 years from each purchase date. 34 Table of Contents DevvStream Corp. Notes to Condensed Consolidated Interim Financial Statements (Unaudited - Expressed in United States dollars) For the three months ended October 31, 2025 and 2024 17. Commitments and contingencies (Continued) • From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At October 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest. 18. Subsequent events Agreement and Plan of Merger with Southern Energy Renewables Inc. On December 3, 2025, the Company entered into an Agreement and Plan of Merger with Southern Energy Renewables Inc. (“Southern”) and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company. The transaction contemplates (i) a domestication of the Company into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70 % of the Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern. Concurrent with signing the Merger Agreement, a Southern investor completed a private placement investment of approximately $ 2,000,000 for 128,370 common shares of the Company at a price of $ 15.58 per share. The Company also agreed to register the resale of the PIPE shares and the shares issuable to Southern shareholders following the closing of the merger. Side Letter with Helena I On the same date, the Company entered into a side letter with Helena I amending the terms of the Company’s existing convertible note and equity line of credit arrangements (Note 8). The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume conditions, and a requirement that the Company draw a minimum of $ 7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days. Issuance of shares In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $ 821,229 . $ 205,307 of the gross proceeds are used to repay the Crypto Strategy Convertible Debt (Note 10). These transactions occurred after the balance sheet date and do not relate to conditions existing as of October 31, 2025. Accordingly, no adjustments have been made to the accompanying financial statements. 35 Table of Contents FORWARD LOOKING STATEMENTS AND CERTAIN CONSIDERATIONS This report, along with other documents that are publicly disseminated by us, contains or might contain forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included in this report and in any subsequent filings made by us with the Securities and Exchange Commission (the “SEC”) other than statements of historical fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially. We claim the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. Examples of forward-looking statements include: (i) projections of revenue, earnings, capital structure and other financial items, (ii) statements of our plans and objectives, (iii) statements of expected future economic performance, and (iv) assumptions underlying statements regarding us or our business. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “could,” “seeks,” “plans,” “intends,” “anticipates” “outlook,” “continues,” “approximately,” “predicts,” “estimates,” “projects,” or “scheduled to” or the negatives of those terms, or other variations of those terms or comparable language, or by discussions of strategy or other intentions. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause our actual results to be materially different from the forward-looking statements include the following risks and other factors discussed under Item 1A “Risk Factors” in this report and under Item 1A “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on November 6, 2025. These factors include: • the Company’s ability to recognize the expected benefits of the Business Combination; • the number of stockholders that exercise dissenter’s rights in connection with the Merger; • the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed merger transactions; • the outcome of any legal proceedings that may be instituted against the Company, Southern, the combined company or others; • the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Merger or that the approval of stockholders is not obtained; • changes to the proposed structure of the proposed merger transactions that may be required or appropriate as a result of applicable laws or regulations; • the ability to meet stock exchange listing standards following the consummation of the proposed merger transactions; • the risk that the proposed merger transactions disrupts current plans and operations of the Company or Southern as a result of the announcement and consummation of the proposed transactions; • the ability to recognize the anticipated benefits of the proposed merger transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; • costs related to the proposed merger transactions; • the Company’s Digital Asset Strategy and assets; • the Company’s ability to utilize its ELOC Agreement and to sell additional Convertible Notes to Helena (as such terms are defined below); • changes in the market price of Common Shares and the digital assets the Company owns; • the ability of the Company to maintain the listing of the Common Shares on Nasdaq; • future financial performance; • the impact from the outcome of any known and unknown litigation; • the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; • expectations regarding future expenditures of the Company; • the future mix of revenue and effect on gross margins of the Company; • changes in interest rates, rates of inflation, carbon credit prices and trends in the markets in which we operate; • the attraction and retention of qualified directors, officers, employees and key personnel; • the ability of the Company to compete effectively in a competitive industry • the ability to protect and enhance the Company’s corporate reputation and brand; • future development activities, including, but not limited to, acquiring interests in carbon reduction projects and carbon credits and the development of software and technological applications to carbon credit projects and carbon credits; • expectations concerning the relationships and actions of the Company and its affiliates with third parties; • the impact from future regulatory, judicial and legislative changes in the Company’s industry; • the ability to locate and acquire complementary products or product candidates and integrate those into the Company’s business; • future arrangements with, or investments in, other entities or associations; • competitive pressures from other companies in the industries in which the Company operates; • the growth and value of the global carbon credit or I-REC market traded value; • the impact of regulatory uncertainty and changes related to digital assets, including potential classification of digital assets as securities; 36 Table of Contents • risks relating to the custody of our tokens, including the loss or destruction of private keys required to access our tokens and cyberattacks or other data loss relating thereto, including smart contract related losses and vulnerabilities; and • the volatility of the market price and liquidity or trading of the securities of the Company. While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company. 37 Table of Contents