What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-12-20 compared with 2023-12-14 · 751 added, 485 removed, 1159 unchanged (52% of the section changed)

21 unchanged sentences

Report on Internal Control Over Financial Reporting

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a

transition period established by the rules of the SEC for newly public companies.

in Internal Control Over Financial Reporting

to Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is responsible for establishing and maintaining adequate

internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

of August 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the

criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on its assessment using those criteria, management concluded that the Company maintained effective internal

control over financial reporting as of August 31, 2024.

Changes in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially

4 unchanged sentences

OTHER INFORMATION.

officer, as defined in Rule 16a-1(f), or director adopted

and/or terminated

a “Rule 10b5-1 trading arrangement”

or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the fourth fiscal quarter of

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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Financial Officer

Strategy Officer and Director

Strategy Officer

COO, and Director

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Habib has been the Chief Financial Officer of the Company since April 10, 2023.

Mitchell , Chief Strategy Officer and Director

Mitchell , Chief Strategy Officer

established professional in the mortgage industry, Christa has more than 15 years of experience in sales, technology, and executive management.

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Vice President of Operations where she directed corporate administration, payroll systems, broker recognition and networking events.

Mitchell has been the Chief Strategy Officer and a director of the Company since April 2020.

Mitchell has been the Chief Strategy Officer of the Company since April 2020.

From April 1, 2020 to September 5, 2024, Ms.

Mitchel served

as a member of our board of directors.

Before that, Ms.

Mitchell was the Vice President

of Operations and Vice President of Sales, Service and User Experience of Mortgage Alliance between September 2005 and March 2020.

Mitchell was the Vice President of Operations and Vice President of Sales, Service

and User Experience of Mortgage Alliance between September 2005 and March 2020.

Marin , President, Chief Operating Officer and Director

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Issuers (or the Equivalent)

Commerce Ltd.

EMERGE Commerce Ltd.

American Aires Inc.

112 unchanged sentences

in Nominating Procedures

16(a) Beneficial Ownership Reporting Compliance

solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of

the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis

with all Section 16(a) filing requirements.

Board adopted the Clawback Policy (the “Clawback Policy”), providing for the recovery of certain

incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate

any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued

financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected

in the current period.

A copy of the Clawback Policy has been filed herewith, as exhibit 99.1.

Trading Policies

have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,

and employees.

A copy of the Insider Trading Policy has been filed herewith, as exhibit 99.2.

EXECUTIVE COMPENSATION

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Name and Principal Position

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Shubha Dasgupta,

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Chief Strategy Officer

Kendall Marin, President and

Chief Operating Officer

Shah resigned as CFO of the Company in April 2023.

Kendall Marin,

President and Chief Operating Officer

Sarfraz Habib Chief Financial Officer

Shah resigned as CFO of the Company in January 2023.

Equity Awards at 2023 Fiscal Year-End

1 unchanged sentence

year ended August 31, 2024.

Option Awards

Name and Principal Position

Number of Securities.

Underlying Unexercised Options (#) Exercisable

Weighted Average Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

Principal Position

Units of Stock

Shubha Dasgupta,

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of Corporate Governance - Compensation ”.

The Company has not established any specific performance criteria or goals to

which total compensation or any significant element of total compensation to be paid to any NEO is dependent.

Specifically, in the most

recently completed financial year, no compensation was directly tied to a specific performance goal such as a milestone or the completion

of a transaction, no significant events occurred that significantly affected compensation, and no peer group was formally used to determine

The Company has not established any specific performance criteria or goals to which

total compensation or any significant element of total compensation to be paid to any NEO is dependent.

Specifically, in the most recently

completed financial year, no compensation was directly tied to a specific performance goal such as a milestone or the completion of a

transaction, no significant events occurred that significantly affected compensation, and no peer group was formally used to determine

compensation.

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services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

the year ended August 31, 2023 there was no exercise of Options granted under the Stock Option Plan or other rights to acquire

securities of the Company by NEOs or directors of the Company.

the year ended August 31, 2024 there was no exercise of Options granted under the Stock Option Plan or other rights to acquire securities

of the Company by NEOs or directors of the Company.

June 14, 2021 the Board approved our 2487269 Ontario Ltd.

Stock Option Plan (the “Stock Option Plan”).

As of the date of

this prospectus, there are 565,689 options outstanding under the Stock Option Plan.

As of the date, there are 565,689 options outstanding under the Stock Option Plan.

purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified directors,

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of Employment

to certain limitations, in the event that an Option Holder ceases to be a director of the

Company or ceases to be employed by the Company, other than by reason of death, the Expiry

Date of the Option will be 90 days after the date of such termination, except as otherwise

provided in any employment contract.

Notwithstanding the foregoing or any employment contract,

in no event shall such right be extended beyond the Option Period or one year from the date

of termination.

to certain limitations, in the event that an Option Holder ceases to be a director of the Company or ceases to be employed by the

Company, other than by reason of death, the Expiry Date of the Option will be 90 days after the date of such termination, except

as otherwise provided in any employment contract.

Notwithstanding the foregoing or any employment contract, in no event shall such

right be extended beyond the Option Period or one year from the date of termination.

the event that an Option Holder should die while he or she is still director, senior officer, management company, employee or consultant

of the Company, the Expiry Date will be 12 months from the date of death of the Option Holder.

a third party makes a bona fide formal offer to the Company or its shareholders which would

constitute an acceleration event, the Board may (i) permit the Option Holders to exercise

their Options, as to all or any of such Options that have not previously been exercised (regardless

of any vesting restrictions), but in no event later than the Expiry Date of the Option, so

that the Option Holders may participate in such transaction;

and (ii) require the acceleration

of the time for the exercise of the Options and of the time for the fulfilment of any conditions

or restrictions on such exercise.

a third party makes a bona fide formal offer to the Company or its shareholders which would constitute an acceleration event, the

Board may (i) permit the Option Holders to exercise their Options, as to all or any of such Options that have not previously been

exercised (regardless of any vesting restrictions), but in no event later than the Expiry Date of the Option, so that the Option

Holders may participate in such transaction;

and (ii) require the acceleration of the time for the exercise of the Options and of

the time for the fulfilment of any conditions or restrictions on such exercise.

Notwithstanding

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proposed acceleration of vesting provisions is subject to the policies and necessary approvals of the TSXV, if applicable.

maximum number of Common Shares which may be issued, within any one-year period, to Insiders

under the Stock Option Plan, together with any other share-based compensation arrangements

of the Company, will be 10% of the total number of Common Shares issued and outstanding.

The total number of Options awarded to any one individual in any twelve-month period will

not exceed 5% of the issued and outstanding Common Shares of the Company at the Award Date

unless the Company has obtained disinterested shareholder approval..

maximum number of Common Shares which may be issued, within any one-year period, to Insiders under the Stock Option Plan, together

with any other share-based compensation arrangements of the Company, will be 10% of the total number of Common Shares issued and

The total number of Options awarded to any one individual in any twelve-month period will not exceed 5% of the issued

and outstanding Common Shares of the Company at the Award Date unless the Company has obtained disinterested shareholder approval..

total number of Options awarded to any one consultant of the Company in any twelve-month period will not exceed 2% of the issued

37 unchanged sentences

Sarfraz Habib

Christa Mitchell(3)

Kendall Marin(3)

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126,652 options at an exercise price of $3.60 and 25,651 warrants to purchase common shares at an exercise price of CAD$2.93.

102,138 options at an exercise price of $3.60 and 25,651 warrants to purchase common shares at an exercise price of CAD$2.93.The

securities beneficially owned by Drew Green are directly held by DREWGREEN.CA INC., an entity controlled by Mr.

10,214 options at an exercise price of $3.60.

Includes 10,214 options at an exercise price of $3.60.

10,214 options at an exercise price of $3.60.

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Plan Category

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

securities to

be issued upon

of outstanding

Weighted average

exercise price of

outstanding options,

warrants and rights

Number of securities remaining

available for future issuance under

equity compensation plans

(excluding securities reflected in

Number of securities

available for future

issuance under

equity compensation

(excluding securities

Equity compensation plans approved by security holder

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the risks, costs and benefits to us;

the impact on a director’s independence in the event that the related person is a director, immediate family member of a

director or an entity with which a director is affiliated;

the impact on a director’s independence in the event that the related person is a director, immediate family member of a director

or an entity with which a director is affiliated;

the availability of other sources for comparable services or products;

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Report, which is incorporated into this Item by reference.

Underwriting Agreement between Pineapple Financial Inc and EF Hutton dated October 31, 2023, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2023.

Articles of Continuance incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

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333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

Form of Warrant *

Stock Option Plan incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

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333-268636) filed with the Securities and Exchange Commission on September 28, 2023.

Equity Purchase Agreement dated May 10, 2024 *

Registration Rights Agreement dated May 10, 2024 *

Securities Purchase Agreement dated May 10, 2024*

Convertible Promissory Note*

Code of Ethics+

Insider Trading Policy

List of Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

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Section 1350.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Clawback Policy

Audit Committee Charter+

Compensation Committee Charter+

Nominating and Corporate Governance Committee Charter+

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2024 (File No.

Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on December 1, 2022, as amended

FORM 10-K SUMMARY

Financial Inc.

Financial Statements

Consolidated Financial

the years ended August 31, 2024 and 2023

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have audited the accompanying consolidated balance sheets of Pineapple Financial Inc.

(the “Company”) as of August 31, 2023

and 2022, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash

flows for each of the years in the two-year period ended August 31, 2023, and the related notes (collectively referred to as the consolidated

(the “Company”) as at August 31, 2024

and 2023, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for

each of the years in the two-year period ended August 31, 2024, and the related notes (collectively referred to as the “consolidated

financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of August 31, 2023 and 2022, and the results of its consolidated operations and its consolidated cash flows for each of the

Company as at August 31, 2024 and 2023, and the results of its consolidated operations and its consolidated cash flows for each of the

years in the two-year period ended August 31, 2024, in conformity with accounting principles generally accepted in the United States

Uncertainty Related to Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative cash flows

from operating activities which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

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We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

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Professional Accountants

Licensed Public Accountants

Public Accountants

have served as the Company’s auditor since 2020.

Pineapple Financial Inc.

Consolidated Balance Sheets

Suite 900, 50

Burnhamthorpe Road W, Mississauga ON, L5B 3C2

Financial Inc.

Balance Sheets

As at August 31, 2024 and 2023

in US Dollars)

August 31, 2023

August 31, 2022

Current assets

1 unchanged sentence

Prepaid expenses and deposits

Income tax receivable

Total current assets

5 unchanged sentences

Accounts payable and accrued liabilities

Deferred revenue

Current portion of lease liability

Total current liabilities

Deferred government grant

Deferred government incentive

Lease liability

Total liabilities

Warrant liability

Shareholders’ Equity

1 unchanged sentence

unlimited authorized;

6,306,979 issued and outstanding as at August 31, 2023 and 2022

8,425,353 issued and outstanding shares as of August 31, 2024 and 6,306,979 as at August 31, 2023.

Additional paid-in capital

3 unchanged sentences

( 5,655,315 )

Total stockholders’

TOTAL LIABILITIES

AND STOCKHOLDERS’

Description of business (note 1)

Contingencies and commitments (note 18)

Subsequent events (note 19)

Approved on behalf of Board of Directors

“Shuba Dasgupta”

stockholders’ equity

LIABILITIES AND STOCKHOLDERS’ EQUITY

of business (note 1)

Contingencies

and commitments (note 15)

events (note 20)

on behalf of Board of Directors

accompanying notes are an integral part of these consolidated financial statements

Pineapple Financial Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in US Dollars)

Financial Inc.

Statements of Operations and Comprehensive Loss

the years ended August 31, 2024 and 2023

in US Dollars)

For the year ended

August 31, 2023

August 31, 2022

Selling, general and administrative

Advertising and Marketing

Salaries, wages and benefits

Interest expense and bank charges

Depreciation and amortization

Share-based compensation

Government based incentive

Government Incentive

Total expenses

Loss from operations

Writedown of investment

( 3,824,737 )

( 2,781,894 )

Write down of investment

(Loss) on extinguishment of liability

Foreign exchange gain (loss)

Gain on change in fair value of warrant liability

Gain on change in fair value of conversion feature liability

Accretion expense

Loss before income taxes

1 unchanged sentence

$ ( 2,809,037 )

Income taxes (recovery) expense

( 4,102,659 )

6 unchanged sentences

Weighted average number of common shares outstanding - basic and diluted

The accompanying notes

are an integral part of these consolidated financial statements

accompanying notes are an integral part of these consolidated financial statements

Financial Inc.

Statement of Shareholders’ Equity

Statements of Shareholders’ Equity

the years ended August 31, 2024 and 2023

in US Dollars)

(note 8 and 9)

comprehensive

shareholders’

(note 8 and 9)

Balance, August 31, 2022

( 2,846,278 )

Share-based compensation

5 unchanged sentences

( 5,655,315 )

Share-based compensation

Shares issued on Initial Public offering on November 3, 2023

Shares issued against convertible note

Shares issued against equity purchase agreement

Warrants issued related to Initial Public Offering

Foreign exchange translation

4 unchanged sentences

( 9,757,974 )

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of

these consolidated financial statements

Financial Inc.

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flow

the years ended August 31, 2024 and 2023

in US Dollars)

For the years ended:

August 31, 2023

August 31, 2022

For the year ended:

Cash provided by (used for) the following activities

Operating activities

Net (loss) and comprehensive (loss)

Net loss for the year

( 4,102,659 )

2 unchanged sentences

Depreciation of property and equipment

Depreciation of intangible assets

Amortization of intangible assets

Depreciation on right of use asset

1 unchanged sentence

Share-based compensation

Writedown of investment

Write down of investment

in fair value of warrant liability

Accretion Expense

Loss on extinguishment of liability

Gain (loss) on change in fair value of the conversion feature liability

exchange gain (loss)

Net changes in non-cash working capital balances:

2 unchanged sentences

Accounts payable and accrued liabilities

Deferred government incentive

Deferred revenue

Income taxes receivable

Net cash used in operating

used in operating activities

( 1,708,261 )

1 unchanged sentence

Financing activities

Issuance costs paid in connection with the private Proceeds from Loan

Lease payments

Net cash provided by

financing activity

Share capital issuance

Proceed from conversion note

Proceed from Equity purchase agreement

Proceed from SRED loan

Repayment of SRED loan

Repayment of lease obligations

provided by financing activity

Investing activities

1 unchanged sentence

( 1,112,399 )

( 1,300,225 )

Additions to property and equipment

Net cash used in investing

used in investing activity

( 1,117,390 )

2 unchanged sentences

( 3,129,395 )

( 2,949,311 )

Effect of changes in foreign exchange rates

8 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

Description of business

Financial Inc.

(the” Company”) is a leader in the Canadian mortgage industry, breaking the mould by focusing on both the

long-term success of agents and brokerages, as well as the overall experience of homeowners.

With 600 brokers within the network, the

Company utilizes cutting-edge cloud-based tools and AI-driven systems to enable its brokers to help Canadians realize their ultimate

dream, owning a home.

(the” Company”) is a leader in the Canadian mortgage industry, breaking the mould by focusing on both the long-term

success of agents and brokerages, as well as the overall experience of homeowners.

With over 600 brokers within the network, the Company

utilizes cutting-edge cloud-based tools and AI-driven systems to enable its brokers to help Canadians realize their ultimate dream, owning

Company was incorporated in 2006, under the Ontario Business Corporations Act.

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from the global inflationary pressures leading to higher interest rates

the fiscal year, due to inflationary pressures that were felt around the globe, central banks all over the world increased interest rates

steadily to reduce these pressures.

The impact on the real estate market has been to reduce the price wars, bidding, and control over

the runaway prices.

the first quarter of 2024, due to inflationary pressures that were felt around the globe, central banks all over the world increased

interest rates steadily to reduce these pressures.

The impact on the real estate market has been to reduce the price wars, bidding, and

control over the runaway prices.

This has led to modifications in all businesses associated with real estate including the Company.

With the interest

rates increases which reduces prices has led to reduced volume for the Company, seasonality kicked in which is the increase in financing

that is experienced from March to October in Canada has offset the interest rates increase paradigm.

It is unknown how long the increased

interest rates will last.

The Company determined that there were no material expectations of increased credit losses, and no material

indicators of impairment of long-term assets.

the interest rates increases which reduces prices has led to reduced volume for the Company.

It is unknown how long the increased interest

rates will last.

The Company determined that there were no material expectations of increased credit losses, and no material indicators

of impairment of long-term assets.

Going Concern

The Company continues to focus its efforts

predominantly on research and development activities.

During this process, it has incurred significant operating losses, a trend expected

to persist for the foreseeable future.

As of August 31, 2024, the Company reported an accumulated deficit of $ 9,757,974 , compared to $ 5,655,315

as of August 31, 2023.

Negative cash flows from operating activities amounted to $ 1,708,261 during the fiscal year ended August 31, 2024,

down from $ 2,116,105 in the prior year.

To sustain its operations, the

Company plans to explore additional capital and financing sources while managing existing working capital resources.

Company’s ability to continue as a going concern is subject to its capacity to achieve future profitability and secure the

necessary funding to meet obligations as they arise.

The uncertainty surrounding its ability to raise financial capital and generate

profitable operations raises substantial doubt about its ability to continue as a going concern.

These consolidated financial statements

do not include adjustments that might be necessary should the Company be unable to continue as a going concern.

For further details, see

Note 20, which discusses a $ 1.00 million offering completed in November 2024 and a $ 0.525 million short term loan in October 2024.

Significant accounting policies

1 unchanged sentence

consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US

financial statements were authorized for issue by the Board of Directors on December 14, 2023.

consolidated financial statements were authorized for issue by the Board of Directors on December 1 9 , 2024.

of preparation, functional and presentation currency

financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates the realization

of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain financial

instruments that are measured at fair value, as explained in the accounting policies below.

Historical cost is generally based on the

fair value of the consideration given in exchange for assets.

All financial information is in US Dollars (“USD”) as the Company’s

presentation currency and transactions are conducted in the functional currency of Canadian dollars (“CAD”).

consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which contemplates

the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except

for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

Historical cost is

generally based on the fair value of the consideration given in exchange for assets.

All financial information is in US Dollars

(“USD”) as the Company’s presentation currency and transactions are conducted in the functional currency of

Canadian dollars (“CAD”).

for Reverse Stock Split

14 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

2 unchanged sentences

National Inc.

All transactions with the subsidiary and any intercompany balances, gains or losses have been eliminated upon consolidation.

The subsidiary has a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently

to the subsidiary.

All transactions with the subsidiaries and any intercompany balances, gains or losses have been eliminated upon consolidation.

The subsidiaries have a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently

to the subsidiaries.

inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right

16 unchanged sentences

of initial application, estimated to be 6 %.

Right-of-use assets were measured at an amount equal to the lease liability, adjusted by

the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position

Right-of-use assets were measured at an amount equal to the lease liability, adjusted

by the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statement of financial position

immediately before the date of initial application.

1 unchanged sentence

financial liabilities.

Asset / liability:

Classification:

Trade and other receivables

Amortized cost

Accounts payable and accrued liabilities

and other receivables

payable and accrued liabilities

Amortized cost

Warrant liability

and initial measurement

8 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

47 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

37 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

14 unchanged sentences

of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of a financial

instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Cash is recorded

at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs.

During the year, there were no transfers

between the levels of fair value.

The classification of a

financial instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Cash is recorded at fair value using level 1 inputs and investments are recorded at fair value using level 3 inputs and warrant liability is measured using level 2 inputs.

year, there were no transfers between the levels of fair value.

liability method is used in accounting for income taxes.

29 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

30 unchanged sentences

item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use.

Any gain or loss

arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the

asset) is included in profit or loss in the year the asset is derecognized.

Any gain or loss arising

on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is

included in profit or loss in the year the asset is derecognized.

Financial Inc.

1 unchanged sentence

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

3 unchanged sentences

Following initial recognition, intangible assets are carried at cost less any accumulated

depreciation and accumulated impairment losses.

amortization and accumulated impairment losses.

costs for internally-generated intangible assets are capitalized when all of the following conditions are met:

5 unchanged sentences

Where no internally-generated intangible asset can be recognized,

development expenditures are charged to the consolidated statement of loss and comprehensive loss in the period in which the expense

assets with finite lives are amortised over the estimated useful economic life and assessed for impairment whenever there is an indication

development expenditures are charged to the consolidated statement of operations and comprehensive loss in the period in which the expense

assets with finite lives are amortized over the estimated useful economic life and assessed for impairment whenever there is an indication

that the intangible asset may be impaired.

The depreciation period and the depreciation method for an intangible asset with a finite

The amortization period and the amortization method for an intangible asset with a finite

useful life are reviewed at least at the end of each reporting period.

Changes in the expected useful life or the expected pattern of

consumption of future economic benefits embodied in the asset are considered to modify the depreciation period or method, as appropriate,

consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate,

and are treated as changes in accounting estimates.

The depreciation expense on intangible assets with finite lives is recognised in

The amortization expense on intangible assets with finite lives is recognized in

the consolidated statements of operations and comprehensive loss and in the expense category that is consistent with the function of

the intangible assets.

assets with indefinite useful lives are not depreciated, but are tested for impairment annually, either individually or at the cash-generating

assets with indefinite useful lives are not amortized , but are tested for impairment annually, either individually or at the cash-generating

The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable.

If not, the change in useful life from indefinite to finite is made on a prospective basis.

intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits

intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits

are expected from its use or disposal.

1 unchanged sentence

the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations and comprehensive

assets are recorded at cost, net of accumulated depreciation and accumulated impairment losses, if any.

assets are recorded at cost, net of accumulated amortization and accumulated impairment losses, if any.

Cost includes all expenditures

11 unchanged sentences

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

17 unchanged sentences

of services – The Company hosts an online website, using Salesforce, that brokers and agents can utilize to close out deals.

Company’s subsidiary, Pineapple Insurance Inc., generates its revenue by charging premiums for insurance policies and services.

Company’s subsidiary, Pineapple Insurance Inc., generates its revenue by charging commission on for insurance policies and services.

Pineapple Insurance is associated with a major insurance company from which it earns commissions for the provision of these services,

4 unchanged sentences

insurance company whose products and services it provides to the end consumer.

Company has three revenue streams:

Company has four revenue streams:

Revenue is commission collected from financial institutions with whom it has contracts in place.

19 unchanged sentences

Revenue is a flat fee that is charged to the brokers and agents for use of the platform.

Revenue is recognized at the beginning of

the month when an agent is invoiced and pays the fee.

Revenue is recognized over the service period.

Revenue is a flat fee charged for risk pre-assessment of the deal before it is submitted to the Lender Partner for funding.

2 unchanged sentences

of the actions listed in a).

Sponsorship revenue is received from lenders to promote their brands at company events.

Company received the revenue

in advance and any unused sponsorship revenue is treated as Deferred Revenue.

Financial Inc.

1 unchanged sentence

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

accounting policies (continued from previous page)

13 unchanged sentences

homeowner as such the Company is an agent.

Basic and diluted net loss per Share :

Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average

number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities.

net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury

share method or the if-converted method based on the nature of such securities.

Diluted net loss per share is the same as basic net loss

per share in periods when the effects of potentially dilutive ordinary shares are anti-dilutive.

Recently issued and adopted accounting standards :

an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay

adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to

private companies.

The Company has elected to use this extended transition period under the JOBS Act.

The adoption dates discussed below

reflects this election.

July 2023, the FASB issued 2023-03 — Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive

Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March

24, 2022, EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation

Income or Loss Applicable to Common Stock (SEC Update).

The adoption of this standard on August 1, 2023, did not result in amended

disclosures in the Company’s consolidated financial statements, nor did this standard have a material impact the Company’s

results of operations.

March 2024, the FASB issued ASU 2023-07 — Segment Reporting (Topic 280):

to Reportable Segment Disclosures.

The update enhances disclosures by requiring entities

to provide more detailed information about significant segment expenses, other segment items,

and measures of segment profit or loss used by the chief operating decision maker (CODM).

The guidance also requires qualitative descriptions of the methods used to determine segment

profit/loss and asset measurement.

The adoption of this standard did not have a material

impact on the Company’s consolidated financial statements but resulted in expanded

disclosures within the segment reporting footnotes.

December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740):

Improvements to Income

Tax Disclosures.

This standard modifies the rules on income tax disclosures to require entities

to disclose specific categories in the rate reconciliation, the income or loss from continuing

operations before income tax expense or benefit, and income tax expense or benefit from continuing

ASU 2023-09 also requires entities to disclose their income tax payments to international,

federal, state, and local jurisdictions.

The ASU is effective for years beginning after December

15, 2024, but early adoption is permitted.

This ASU should be applied on a prospective basis,

although retrospective application is permitted.

The Company is currently evaluating the

impact of this standard on its financial statements and disclosures.

March 2024, the FASB issued ASU 2024-01 - Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest

and Similar Awards.

This standard clarifies whether profits interest and similar awards fall within the scope of stock-based compensation

guidance as defined in ASC Topic 718, introducing examples to demonstrate this.

The ASU includes scenarios where profits interest

awards are classified as equity instruments or liability awards and situations where they fall outside ASC Topic 718, being accounted

for under ASC Topic 710.

The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted.

ASU should be applied on a prospective basis, although retrospective application is permitted.

The Company is currently evaluating

the impact of this standard on its financial statements and disclosures.

provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that

7 unchanged sentences

The Company had no material provisions as at August 31, 2024 and

government grant

grants are recognized when there is reasonable assurance that the grants will be received and the company will comply with the conditions.

The grants is deferred and recognized as a liability and is recognized in the statement of operations and compressive loss over the useful

life of the intangible asset.

Financial Inc.

1 unchanged sentence

the years ended August 31, 2024 and 2023

(Expressed in US

in US Dollars)

Significant accounting judgments, estimates and assumptions

preparation of financial statements requires the directors and management to make judgments, estimates and assumptions that affect the

application of policies and reported amounts of assets and liabilities, and revenue and expenses.

Actual results may differ from these

preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions

that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses.

Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognized

in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods

if the revision affects both current and future periods.

following are the critical estimates and judgments applied by management that most significantly affect the Company’s financial

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying

amount of assets or liabilities affected in future periods.

the fair values of financial assets and financial liabilities recorded on the statements of financial position, cannot be derived from

active markets, they are determined using a variety of valuation techniques.

The inputs to these models are derived from observable market

data where possible;

where observable market data is not available, Management’s judgment is required to establish fair values.

Revisions to accounting

estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of

the revision and future periods if the revision affects both current and future periods.

following are the critical estimates and judgments applied by management that most significantly affect the Company’s

consolidated financial statements.

Uncertainty about these assumptions and estimates could result in outcomes that require a

material adjustment to the carrying amount of assets or liabilities affected in future periods.

the fair values of financial assets and financial liabilities recorded on the consolidated statements of financial position, cannot

be derived from active markets, they are determined using a variety of valuation techniques.

The inputs to these models are derived

from observable market data where possible;

where observable market data is not available, Management’s judgment is required

to establish fair values.

based compensation

3 unchanged sentences

vesting period.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all

of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary

shares, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

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

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

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss.

warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated balance sheet date thereafter.

As the warrants are equity classified, they are initially measured at fair

value (or allocated value).

Financial Instrument :

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

For derivative financial

instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date

and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated

statements of operations and comprehensive loss.

For derivative instruments that are classified as equity, the derivative instruments

are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts

continue to be classified in equity.

of estimates:

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes.

The Company’s management believes

that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made.

These estimates,

judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements,

and the reported amount of expenses during the reporting periods.

Actual results could differ from those estimates.

of the consolidated financial statement on a going concern basis, which contemplates the realization of assets and payments of liabilities

in the ordinary course of business.

Should the Company be unable to continue as a going concern, it may be unable to realize the carrying

value of its assets, including its intangible assets and to meet its liabilities as they become due

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Significant accounting judgments, estimates and assumptions (continued)

life of Assets

2 unchanged sentences

the reasonability of the useful life on an annual basis to record the depreciation of the intangibles and property plant and equipment.

The intangible assets were

initially assigned a useful life of 5 years.

However, in June 2024, based on a reassessment of the software’s expected utility,

the Company revised its estimate of the useful life to 7 years.

This change in estimate has

been accounted for prospectively in accordance with ASC 250, Accounting Changes and Error Corrections .

The revision impacts

the future amortization of these intangible assets, aligning the amortization period with the updated estimate of their economic

In accordance with its policy, the Company reviews the estimated useful

lives of intangible assets on an ongoing basis.

This review indicated that the actual lives of certain intangible assets were longer than

the estimated useful lives used for amortization purposes in the Company’s consolidated financial statements.

As a result, effective

June 1, 2024, the Company changed its estimated useful life of intangible assets to better reflect the estimated periods during which

these assets will remain in service.

The estimated useful life of intangible assets was previously 5 years were increased to 7 years.

The effect of this change in estimate was to reduce the 2024 amortization expense by $41,740, decrease 2024 net loss by $41,740, and decrease

2024 basic and diluted loss per share by $0.01.

the year ended August 31, 2021, the Company purchased an investment in a private company.

1 unchanged sentence

The investment is recorded at FVTPL using level 3 inputs.

The valuation of the Company’s investment is determined based

on the most recent private placement financing completed by the investment and the reviewed financial information of the investment.

As at August 31, 2023, the Company recognized an $ 27,143 (August 31, 2023 - $ Nil ) write down of investments in the consolidated statement

of operations and comprehensive loss.

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2023 and 2022

in US Dollars)

As at August 31, 2024, the Company recognized a $ Nil change in fair value (2023-

Change in fair value during the current period due to foreign exchange translation.

Property and equipment

Company’s property and equipment consist of laptops, furniture and office equipment.

Company’s property and equipment consist of equipment, furniture, IT equipment, leasehold improvements and laptops.

Schedule of property and equipment

and equipment

August 31, 2021

August 31, 2022

August 31, 2023

August 31, 2021

Property and equipment

Balance, August 31, 2022

Translation adjustment

Balance, August 31, 2023

Translation adjustment

Balance, August 31, 2024

Accumulated depreciation

Balance, August 31, 2022

Translation adjustment

Balance, August 31, 2023

Translation adjustment

Balance, August 31, 2024

Net carrying value

August 31, 2024

August 31, 2023

carrying value

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Intangible assets

intangible assets additions in current year are related to development costs capitalized for internally generated software with a useful

life of 5 years .

of cost and accumulated depreciation

August 31, 2021

August 31, 2022

August 31, 2023

August 31, 2021

During the current period, the Company capitalized

development costs related to internally generated software classified as intangible assets.

Schedule of cost and accumulated depreciation

Intangible assets

Balance, August 31, 2022

Translation adjustment

Balance, August 31, 2023

Translation adjustment

Balance, August 31, 2024

Accumulated amortization

Balance, August 31, 2022

Translation adjustment

Balance, August 31, 2023

Translation adjustment

Balance, August 31, 2024

Net carrying value

August 31, 2024

August 31, 2023

carrying value

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

estimated amortization expense of definite-lived intangible assets is as follows:

of amortization expense of definite lived intangible assets

ending August 31,

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Share capital

share capital

authorized share capital of the Company consists of an unlimited number of common shares with a nominal par value.

of authorized share capital

August 31, 2020

of common shares and warrants in connection

with the private placement of Units

of common shares for consulting services received

of warrants for consulting services received

( 1,003,373 )

paid by issuance of warrants

( 3,043,130 )

August 31, 2021, 2022 and 2023

private placement

2021, the Company completed a private placement of 1,548,472 Units for aggregate proceeds of $ 1,973,047 (CAD $ 1.56 per Unit) and 1,287,692

Units for aggregate proceeds of $ 4,142,931 (CAD $ 3.94 per Unit) (the “2021 private placement”).

Each Unit consisted of one

common share and one-half of one common share purchase warrant of Pineapple Financial Inc.

Each warrant entitles the holder thereof to

acquire one-half of one common share of the Company for a price of $ 2.42 and $ 6.01 for a period of 2 years from the date of the Liquidity

listing of the common shares of the Company on a public exchange, sale of substantially all the assets of the Company or a transfer

of the shares of the Company.

allocation of proceeds between common shares and warrants was made when the equity instruments were issued using a relative fair value

Company completed a private placement of 2,836,164 units for aggregate proceeds of $ 7,538,024 .

There were two private placements one

with the unit price of CAD $ 1.56 per unit and other for unit price of CAD $ 3.94 .

Each unit consisted of one common share and one-half

warrant which entitles the holder to purchase a common share for 2 years at an exercise price of CAD $ 2.93 and CAD $ 7.29 .

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

capital (continued from previous page)

of common shares for consulting services received

Company entered into an arrangement with Gravitas Securities Inc.

(“Gravitas”), a related party and shareholder, pursuant

to which Gravitas agreed to act as an agent for and on behalf of the Company in connection with the 2021 private placement.

2021, the Company issued 906,712 common shares with a fair value of $ 2,833,478 for services received in obtaining subscriptions for the

2021 private placement.

fair value of the services received could not be estimated reliably.

Accordingly, the fair value of the services received, and the corresponding

increase in equity, was measured by reference to the fair value of the common shares issued.

The corresponding cost of the services received

was recognized as an issuance cost directly in equity.

In 2021, $ 212,963 was recognized as a deduction to common shares and $ 48,747 was

recognized as a deduction to the common share purchase warrants reserve (Note 8).

The issuance costs were allocated in the same proportion

as how the proceeds from the 2021 private placement were allocated between common shares and warrants.

(iii) Issuance

costs paid in cash

2021, the Company paid a total $ 1,003,373 (2020 - $ NIL ) of cash issuance costs in connection with the 2021 private placement.

costs were allocated in the same proportion as how the proceeds from the 2021 private placement were allocated between common shares

and warrants.

The issuance costs paid in cash include $ 788,185 (2020 - $ NIL ) paid to Gravitas in connection with the arrangement described

in Note 7(ii).

fair value of the warrants was estimated to be $ 0.27 using the Black-Scholes formula and the following inputs:

of Fair Value of Warrants

on March 29, 2021

fair value per common share

price of the warrant

volatility of the underlying common share

life of the warrant

dividend yield

interest rate

on April 21, 2021

fair value per common share

price of the warrant

volatility of the underlying common share

life of the warrant

dividend yield

interest rate

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

Common share purchase warrants reserve

of common share purchase warrants reserve

August 31, 2020 and 2019

of common shares and warrants in connection

with the private placement of Units

of warrants for consulting services received

compensation expense

paid by issuance of warrants

August 31, 2021

compensation expense

August 31, 2022

compensation expense

August 31, 2023

of warrants for consulting services received

2021, the Company issued 234,086 common share purchase warrants with an estimated fair value of $ 258,400 to consultants in connection

with 2021 private placement of which:

of 100,651 common share purchase warrants entitle the holder thereof to acquire one common

share of the Company for a price of CAD $ 2.93 for a period of 2 years from the date of Liquidity

of 133,435 common share purchase warrants entitle the holder thereof to acquire one common

share of the Company for a price of CAD $ 7.29 for a period of 2 years from the date of Liquidity

fair value of consulting services received, and the corresponding increase in equity, was measured by reference to the fair value of

equity instruments granted.

cost of the services received was recognized as an issuance cost directly in equity, of which $ 258,400 was recognized as a deduction

to common shares (Note 7) and $ 60,122 was recognized as a deduction to the common share purchase warrants reserve.

The issuance cost

was allocated in the same proportion as how the proceeds from the 2018 private placement were allocated between common shares and warrants.

following reconciles the warrants outstanding at the beginning and the end of the year:

of Warrants Outstanding

Average Exercise Price

August 31, 2020

during the year

August 31, 2022 and 2023

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

authorized share capital of the Company consists of an unlimited number of common shares with no par value.

Schedule of authorized share capital

Balance, August 31, 2022 and 2023

Issuance of Common Shares on Initial Public Offering

Issuance of Common Share against Conversion Note

Issuance of Common Shares on Equity Purchase Agreement

Share Issuance Costs

Warrants issued

Balance, August 31, 2024

November 3, 2023, the Company completed Initial Public Offering (IPO) and was listed on the New York Stock Exchange American (NYSEAmerican) under the

The Company issued 875,000

shares on the initial public offering and received gross proceeds of $ 3,500,000

on the closing of the public offering.

The Company incurred $ 796,346

in share issue costs related to underwriter fees and legal cost fees.

The share issue cost balance includes the fair value of $ 48,283

related to 26,250

representative warrants that were issued on November 3, 2023, to the underwriters for an exercise price of $ 4

and expiring on October

July and August 2024, the Company issued 501,875

common shares to Brownstone Corporation as part

of the conversion of a previously issued convertible note.

The conversion included a principal amount of $ 300,000

and accrued interest of $ 4,347

at an annual interest rate of 8.00 %,

as per Note 18.

May 10, 2024, the Company entered into an equity purchase agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation

organized under the laws of England and Wales (the “Investor”) pursuant to which the Company shall issue and sell to the

Investor, from time to time as provided herein, and the Investor shall purchase up to Fifteen Million Dollars ($ 15,000,000.00 ) of the

Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA to the Investor (collectively

as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA.

relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with

the Investors, requiring the Company to register the EPA Shares issued under the EPA.

In August 2024, the Company issued 741,499 common shares pursuant to a put notice with Brownstone Corporation, for a total price of $ 487,491 .

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Share purchase warrant

Schedule of authorized share capital

Balance, August 31, 2023

Share-based compensation expense

Balance, August 31, 2024

As noted in Note 7 above on November 3, 2023, the

Company issued 26,250 warrants at an exercise price of $ 4 with an expiry date of October 31, 2028 and on May

10, 2024 the Company entered into a convertible debt transaction (Note 18) and also issued 1,000,000 warrants at an exercise

price of $ 5 with an expiry date of February 10, 2025 .

As per ASC 815 the instruments did not meet the criteria to be classified

as equity instruments as such were classified as a financial liability.

Below is the continuity of the warrant liability valuation.

The warrants issued on November 3, 2023 were

valued using the Black-Scholes method with the share price of $ 1.86 , exercise price of $ 4 , term of 5 years, risk free rate

of 3.79 % and volatility of 142 % at issuance and share price of $ 1.15 , exercise price of $ 4 , term of 4.42 years, risk

free rate of 3.79 % and volatility of 142 % as at August 31, 2024.

The warrants issued in May 2024 were valued using

the Black-Scholes method with the share price of $ 1.29 , exercise price of $ 5 , term of 6 months, risk free rate of 3.79 %, credit

spread of 31.46 % and volatility of 104 % at issuance and share price of $ 1.94 , exercise price of $ 4 , term of 6 months,

risk free rate of 4.79 %, credit spread of 31.55 % and volatility of 104 % as at August 31, 2024.

Schedule of warrant liability

Balance at August 31, 2023

Issuance of warrants

Issuance of warrants related to the convertible debt

Change in fair value of warrant liability

Fair Value of Warrants at August 31, 2024

Schedule of estimate fair value of

share options granted

average estimated fair value per common share

Weighted average exercise price of the warrant

Weighted average expected life of the warrant

As at August 31, 2024, the warrants have no intrinsic value (August 31,

2023 – nil ).

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Share-based benefits reserve

2 unchanged sentences

in the Company’s future performance through the award of share options.

share option converts into one common share of Pineapple Financial Inc.

No amounts are paid or payable by the recipient

on receipt of the option.

share option converts into one common share of the Company on exercise.

No amounts are paid or payable by the recipient on receipt of

The options carry neither rights to dividends nor voting rights.

Options may be exercised at any time from

the date of vesting to the date of their expiry.

Options may be exercised at any time from the date of vesting

to the date of their expiry.

2017, the Plan was amended such that the total number of common shares reserved and available for grant and issuance pursuant to the

Plan is to equal 10 % of the issued and outstanding common shares of the Company.

granted on June 14, 2021, vest over a 2-year period whereby 25% of the options granted vested on the date of grant, and the remaining

unvested options vest in equal installments every 6-months thereafter.

granted on June 14, 2021, vest

over a 2-year period whereby 25% of the options granted vested on the date of grant, and the remaining unvested options vest in

equal instalments every 6-months thereafter .

The fair value of stock options granted was $ 1,317,155 .

stock-based compensation expense was recognized of $ 57,340 for the vested options (August 31, 2021 - $ 637,517 ).

A total stock-based compensation expense was recognized of $ Nil

for year ended August 31, 2024 (August 31, 2023 - $ 57,340 ).

Chief Financial Officer was granted 63,821 Stock options on November 15, 2021 as part of his compensation package.

The options vest over

a 3-year period whereby 8,974 of the options granted vested on the grant date and the remaining unvested options vest in equal installments

a 3 -year period whereby 8,974 of the options granted vested on the grant date and the remaining unvested options vest in equal instalments

every 6-months thereafter.

1 unchanged sentence

The Chief Financial Officer options were forfeited

and a recovery on stock-based compensation of $ 24,250 was recognized during the year ended August 31, 2023.

For year ended August 31,

2023, stock-based compensation expense of $ nil (August 31, 2022 - $ 85,700 ) was recognized.

following reconciles the options outstanding at the beginning and end of the year that were granted to eligible participants pursuant

of Options Outstanding Granted

Average Exercise Price

August 31, 2021

during the year

August 31, 2022

during the year ended August 31, 2023.

For year ended August 31, 2024, stock-based compensation expense of $ nil (August 31, 2023 -

$ Nil ) was recognized.

following reconciles the options outstanding at the beginning and end of the period that were granted to eligible participants pursuant

Schedule of options outstanding granted

August 31, 2024

August 31, 2023

Company used the Black-Scholes formula to estimate the fair value of share options granted during the year, based on the following inputs:

Schedule of Fair Value Of Share Options Granted

average estimated fair value per common share

average exercise price of the share option

average expected volatility of the underlying common share

average expected life of the share option

average expected dividend yield

average risk-free interest rate

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

reconciliation of the combined federal and state income tax rate of 26.5 % (2022 – 26.5 %) to the effective tax rate is as follows:

of Federal and State Income Tax Rate

before recovery of income taxes

( 2,809,037 )

( 2,810,061 )

income tax (recovery) expense

Non-deductible

tax expense (recovery)

following table summarizes the components of deferred tax:

and equipment

lease liabilities

issuance costs

tax losses carried forward

Pool from T661

donations carryforward

deferred tax assets

( 2,266,630 )

( 1,567,580 )

net deferred tax assets

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

taxes (continued from previous page)

tax liabilities

and equipment

deferred tax liabilities

deferred tax liability

Canadian non-capital losses carried forward expire in 2043.

The remaining deductible temporary differences may be carried forward indefinitely.

Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires that

the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained

upon examination based on the technical merits of the position.

For the year ended August 31, 2023, the Company had no material unrecognized

tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the

next 12 months.

Number of Options

Weighted Average Exercise Price

Number of Options

Weighted Average Exercise Price

Balance, beginning of year

Forfeited during the year

Balance as at year end

Exercisable as at year end

As at August 31, 2024,

the options have no

intrinsic value (August 31, 2023 – nil ).

As at August 31, 2024, all options are exercisable with a weighted average remaining life of 1.8 years (August 31,

2023 – 2.8 years).

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Right-of-use asset and lease liability

11 unchanged sentences

The right-of-use asset was measured at an amount equal to

the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the interim

condensed balance sheet immediately before the date of initial application.

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

asset and lease liability (continued from previous page)

the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application .

following schedule shows the movement in the Company’s right-of-use asset:

of Right-Of-Use Asset

August 31, 2021

August 31, 2022

August 31, 2023

August 31, 2021

Schedule of right-of-use asset

Right-of-use asset

Balance, August 31, 2022

Translation adjustment

Balance, August 31, 2023

Translation adjustment

Balance, August 31, 2024

right-of-use asset is being depreciated on a straight-line basis over the remaining lease term.

Accumulated Depreciation

Balance, August 31, 2022

Translation adjustment

Balance, August 30, 2023

Translation adjustment

Balance, August 31, 2024

Carrying Amount

August 31, 2024

August 31, 2023

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

asset and lease liability (continued from previous page)

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Right-of-use asset and lease liability (continued)

following schedule shows the movement in the Company’s lease liability during the year:

Schedule of lease liability

beginning of year

August 31, 2024

August 31, 2023

Balance, beginning of year

Interest Expense

Lease payments

Translation Adjustment

Balance, end of year

following table provides a maturity analysis of the Company’s lease liability.

1 unchanged sentence

the contractual undiscounted cash flows before deducting interest or finance charges:

of Maturity Lease Liability

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

following table provides a breakdown of the selling, general and administrative expenses:

of Selling, General and Administrative Expenses

Advertising and promotions

and award shows

and Subscriptions

and maintenance

Schedule of maturity lease liability

Lease liability

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

following table provides a breakdown of the selling, general and administrative:

Schedule of selling, general and administrative expenses

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

Software Subscription

Office and general

Professional fees

Dues and Subscriptions

Consulting fees

Lease expense

general and administrative

Deferred government grant

Company was eligible for the Government of Canada SRED program and received $607,080 as at August 31, 2023 for the historical SRED claimed.

The Company has accrued $ 710,320 of SRED receivable as at August 31, 2023 for the fiscal year 2023 SRED which is recognized in trades

and other receivables in the consolidated balance sheet.

A portion of the funds received is related to costs that have been capitalized

for the development of internally generated software recognized as intangible asset in Note 6 as such $ 699,627 of the balance received

and accrued is recognized as deferred government grant balance and will be recognized as recovery in the consolidated statement of operations

and comprehensive loss over the useful life of the intangible assets.

As at August 31, 2023, $ 591,480 ($ Nil – August 31, 2022)

has been recognized as recovery of operating expenses in the consolidated statements of operations and comprehensive loss.

Related party transactions

Related party transactions and balances

of key management personnel includes the CEO, COO, CSO, and CFO:

of Related Party Transactions

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

Schedule of related party transactions

August 31, 2024

August 31, 2023

Salaries, Wages and benefits

Share-based compensation

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Deferred government grant

Company was eligible for the Government of Canada Scientific Research and Experimental Development (SRED) program up to November 3,

The Company has accrued $ 93,226

of SRED receivable as at August 31, 2024, which is recognized in trades and other receivables in the consolidated balance sheet.

portion of the funds received is related to costs that have been capitalized for the development of internally generated software

recognized as intangible asset in Note 6 as such $ 491,251

(August 31, 2023 – $699,627) of the balance received and accrued is recognized as deferred government incentive balance and will be

recognized as recovery in the consolidated statement of operations and comprehensive loss over the useful life of the intangible

As at August 31, 2024, $ 97,646 ,

(August 31, 2023 $ 591,480 )

was recognized as recovery of operating expenses in the consolidated statement of operations and comprehensive loss.

Risk management arising from financial instruments

10 unchanged sentences

possible default events over the assets’ contractual lifetime, the expected credit loss in respect of the Company’s trade

receivables was minimal as at August 31, 2023 and 2022.

receivables was minimal as at August 31, 2024 and August 31, 2023.

rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest

The Company does not have any interest-bearing debt.

The Company does not have any variable interest-bearing debt.

risk is the risk that the Company will not be able to meet its financial obligations as they become due.

1 unchanged sentence

in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due,

by continuously monitoring actual and forecasted cash flows.

by continuously monitoring actual and forecasted cash flows, refer to Going Concern in Note 1.

Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate

6 unchanged sentences

capital management objectives, policies and processes have remained unchanged during the year ended August 31, 2024.

Pineapple Financial Inc.

Notes to the Consolidated Financial Statements

For the years ended August 31, 2023 and 2022

(Expressed in US Dollars)

Disaggregation of Revenue

of Disaggregation of Revenue

sales revenue

Company entered into a loan on July 31, 2023, with a one-year term and maturity date of July 31, 2024 .

The Company obtained a loan of

$ 430,098 with an annual compounded interest rate of 12 % per annum.

The Company paid a 2 % advance fee to obtain the loan as at August

The Company obtained the loan based on the qualified SRED amount to be obtained for fiscal year 2023 noted in Note 13.

Company recognized an interest and accretion expense of $ 8,643 which is recognized as part of interest expense and bank charges in statement

of operations and comprehensive loss.

Financial Inc.

to the Consolidated Financial Statements

the years ended August 31, 2024 and 2023

in US Dollars)

Commitments and contingencies

6 unchanged sentences

note 10 related to lease commitments.

Disaggregation of revenue

Schedule of disaggregation of revenue

August 31, 2024

August 31, 2023

August 31, 2024

August 31, 2023

Gross Billing

Commission expense

Subscription revenue

Other revenue

Sponsorship revenue

Underwriting revenue

Total revenue

Company entered into a loan on July 31, 2023, with a one-year

term and maturity date of July

The Company obtained a loan of $ 430,098

with an annual compounded interest rate of 12 %

The Company paid a 2 %

advance fee to obtain the loan as at August 31, 2023.

The Company received an additional advance of $ 87,369

related to the Loan during the year ended August 31, 2024.

The Company obtained the loan based on the qualified SRED amount to be

obtained for fiscal year 2023 and August 31, 2024, noted in Note 13.

The loan was settled in full during March 2024.

The interest on

loan is shown separately in consolidated statements of cash flow.

Convertible Loan

On May 10, 2024, the Company issued an unsecured convertible

debt (‘debt”) of $ 300,000 carrying a two -year term with interest on the outstanding principal amount from the date

of issuance accrued at the rate of 8 % per annum.

The Company also issued 1,000,000 warrants with exercise price of $ 5 in

connection with the convertible debt (Note 8).

The Company has an option to prepay the loan prior to the maturity date

subject to a prepayment fee of $ 75,000 .

The conversion price of the debt shall equal to 75 % of the volume

weighted average price (VWAP) on the trading day immediately preceding the conversion date.

The conversion feature of the note was not clearly and closely related

to the debt and should be recognized as a derivative liability.

The Company determined that the estimate fair value of the derivative

liability is $ 76,543 .

The prepayment option was not clearly and closely related to the debt and should be recognized a derivative

The Company determined the estimated fair value of the prepayment option to be $ nil .

The Company incurred debt issuance cost of $ 94,687 which was applied

against the principal of the debt.

The debt component of the convertible debt was valued using the effective interest method, based on

an estimated effective interest of 46 %.

During the year ended August

31, 2024, the Company incurred interest of $ 4,411

recognized in interest expense in the consolidated statement of operations and comprehensive loss accretion expense of $ 223,059 recognized

in the consolidated statement of operations and comprehensive loss.

The convertible note was converted into shares in July 2024.

Company issued

501,874 shares against the convertible note and the accrued interest thereon.

reconciliation of the combined federal and state income tax rate of 26.5% (2023 – 26.5%) to the effective tax rate is

of Federal and State Income Tax Rate

August 31, 2024

August 31, 2023

(Loss) before recovery of income taxes

( 4,102,659 )

( 2,809,037 )

Expected income tax (recovery) expense

( 1,087,200 )

Non-deductible expenses

Share issuance cost booked directly to equity

Valuation Allowance

Income tax expense (recovery)

following table summarizes the component of deferred tax

of Deferred Income Taxes

August 31, 2024

August 31, 2023

Deferred tax assets

Intangible assets

Finance lease liabilities

Convertible debentures

Share issuance costs

Operating tax losses carried forward

SR&ED Pool from T661

Charitable donations carryforward

Total deferred tax assets

Valuation allowance

( 3,440,100 )

( 2,266,630 )

Total net deferred tax assets

Deferred tax liabilities

Property, plant and equipment

Right of use assets

Intangible assets

Total deferred tax liabilities

Net deferred tax liability

The Canadian operating tax loss carry forward expire in 2044.

The remaining deductible temporary differences may be carried forward

indefinitely.

The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions.

ASC 740-10 requires

that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained

upon examination based on the technical merits of the position.

For the year ended August 31, 2024, the Company had no material unrecognized

tax benefits, and based on the information currently available, no significant changes in unrecognized tax benefits are expected in the

next 12 months.

Subsequent events

Company was listed on the New York stock exchange (NYSE) subsequent to year under the ticker PAPL.

The Company issued 875,000 shares

on the initial public offering and received gross proceeds of $ 3,220,000 on closing of the public offering.

Company entered into a short term loan

agreement for $ 525,000 during the month of October 2024.

The loan has $ 25,000 adminstrative fee at the time of

disbursement.

November 14, 2024, Company issued 382,667 ordinary shares at the purchase price of $ 0.60 per share.

Further Company also issued 1,284,000

Pre-funded Warrants at the price of $ 0.5999 .

Total gross proceeds from offering was $ 999,871

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

15 unchanged sentences

Chief Operating Officer;

Christa Mitchell

Strategy Officer and Director

Tasis Giannoukakis

/s/ Nima Besharat

Nima Besharat

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

What changed 10-K

Item 9A. Controls and Procedures