Pineapple Financial Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41738 PINEAPPLE FINANCIAL INC. (Exact name of registrant as specified in its charter) Canada Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Unit 200 , 111 Gordon Baker Road North York , Ontario M2H 3R1 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (416) 669-2046 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated Filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Shares, no par value PAPL NYSE American The number of shares of the registrant’s common stock issued and outstanding, as of January 20, 2025 was 8,808,019 . PINEAPPLE FINANCIAL INC. TABLE OF CONTENTS FOR FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets (unaudited) 3 Consolidated Statements of Operations and Comprehensive Loss(unaudited) 4 Consolidated Statements of Shareholders’ Equity (unaudited) 5 Consolidated Statements of Cash Flows (unaudited) 6 Notes to Consolidated Financial Statements (unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 30 Item 4. Controls and Procedures 30 PART II. OTHER INFORMATION Item 1. Legal Proceedings 30 Item 1A. Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 31 SIGNATURES 32 i FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934 or the “Exchange Act.” These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results. In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including: ● the timing of the development of future services, ● projections of revenue, earnings, capital structure and other financial items, ● statements regarding the capabilities of our business operations, ● statements of expected future economic performance, ● statements regarding competition in our market, and ● assumptions underlying statements regarding us or our business. Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the “SEC.” You should consider carefully the statements under this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. 1 Pineapple Financial Inc. Condensed Interim Consolidated Financial Statements (Unaudited) For the three month period ended November 30, 2024 (Expressed in US Dollars) 2 Pineapple Financial Inc. Condensed Interim Consolidated Balance Sheets - Unaudited (Expressed in US Dollars) As at: November 30, 2024 August 31, 2024 Assets Current assets Cash $ 619,581 $ 580,356 Trade and other receivables Note 13 182,526 155,224 Prepaid expenses and deposits 154,983 157,911 Total current assets 957,090 893,491 Investment Note 4 9,671 10,042 Right-of-use asset Note 10 765,643 828,674 Property and equipment Note 5 125,665 152,610 Intangible assets Note 6 2,279,083 2,211,775 Total Assets $ 4,137,152 $ 4,096,592 Liabilities and Shareholders’ Equity Current liabilities Accounts payable and accrued liabilities $ 1,091,800 $ 1,125,477 Deferred revenue 45,683 111,921 Short term loan Note 17 490,958 - Current portion of lease liability Note 10 158,259 161,508 Total current liabilities 1,786,700 1,398,906 Deferred government incentive Note 13 446,015 491,251 Lease liability Note 10 743,624 815,599 Warrant liability Note 8 8,911 41,520 Total liabilities $ 2,985,250 $ 2,747,276 Shareholders’ Equity Common shares, no par value; unlimited authorized; 8,808,020 issued and outstanding shares as of November 30, 2024 and 8,425,353 as at August 31, 2024. Note 7 8,727,906 8,559,856 Additional paid-in capital Note 8,9 3,519,725 2,955,944 Accumulated other comprehensive loss ( 680,861 ) ( 408,510 ) Accumulated deficit ( 10,414,868 ) ( 9,757,974 ) Total stockholders’ equity 1,151,902 1,349,316 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 4,137,152 $ 4,096,592 Description of business (note 1) Contingencies and commitments (note 15) Subsequent events (note 18) Approved on behalf of Board of Directors “Shuba Dasgupta” “Drew Green” The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 3 Pineapple Financial Inc. Condensed Interim Consolidated Statements of Operations and Comprehensive Loss - Unaudited (Expressed in US Dollars) For the period ended November 30, 2024 November 30, 2023 Three Months Ended For the period ended November 30, 2024 November 30, 2023 (Unaudited) (Unaudited) Revenue Note 16 $ 766,074 $ 569,355 Expenses Selling, general and administrative Note 11 417,406 560,151 Advertising and Marketing 273,009 133,470 Salaries, wages and benefits 436,365 644,273 Interest expense and bank charges 174,505 21,407 Depreciation and amortization Note 5,6,10 185,523 137,427 Government Incentive Note 13 ( 27,219 ) ( 51,047 ) Total expenses $ 1,459,589 $ 1,445,681 Loss from operations ( 693,515 ) ( 876,326 ) Foreign exchange gain (loss) 5,089 ( 10,691 ) Gain on change in fair value of warrant liability Note 8 31,532 ( 10,740 ) Loss before income taxes $ ( 656,894 ) $ ( 897,757 ) Net loss ( 656,894 ) ( 897,757 ) Foreign currency translation adjustment ( 272,351 ) 24,578 Net loss and comprehensive loss $ ( 929,245 ) $ ( 873,179 ) Loss per share - basic and diluted $ ( 0.13 ) $ ( 0.14 ) Weighted average number of common shares outstanding - basic and diluted 7,145,939 6,566,594 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 4 Pineapple Financial Inc. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity - Unaudited (Expressed in US Dollars) Additional Accumulated Common Paid in other Accumulated Total Shares Capital comprehensive (deficit) shareholders’ (note 7) (note 8 and 9) loss earnings equity $ $ $ $ $ Balance, August 31, 2023 4,903,031 2,955,944 ( 417,727 ) ( 5,655,315 ) 1,785,933 Shares issued on Initial Public offering on November 3, 2023 2,751,937 - - - 2,751,937 Warrants issued related to Initial Public Offering ( 48,283 ) - - - ( 48,283 ) Foreign exchange translation - - 24,578 - 24,578 Net loss - - - ( 897,757 ) ( 897,757 ) Balance, November 30, 2023 7,606,685 2,955,944 ( 393,149 ) ( 6,553,072 ) 3,616,408 Balance, August 31, 2024 8,559,856 2,955,944 ( 408,510 ) ( 9,757,974 ) 1,349,316 Balance 8,559,856 2,955,944 ( 408,510 ) ( 9,757,974 ) 1,349,316 Shares issued against S3 168,050 - - 168,050 Shares against pre-funded warrants 563,781 - - 563,781 Foreign exchange translation - - ( 272,351 ) - ( 272,351 ) Net loss - - - ( 656,894 ) ( 656,894 ) Balance, November 30, 2024 8,727,906 3,519,725 ( 680,861 ) ( 10,414,868 ) 1,151,902 Balance 8,727,906 3,519,725 ( 680,861 ) ( 10,414,868 ) 1,151,902 The accompanying notes are an integral part of these consolidated unaudited condensed interim financial statements 5 Pineapple Financial Inc. Condensed Interim Consolidated Statements of Cash Flow - Unaudited (Expressed in US Dollars) November 30, 2024 November 30, 2023 Three Months Ended November 30, 2024 November 30, 2023 For the period ended: (Unaudited) (Unaudited) $ $ Cash provided by (used for) the following activities Operating activities Net loss for the three months ( 656,894 ) ( 897,757 ) Adjustments for the following non-cash items: Depreciation of property and equipment Note 5 21,618 15,067 Amortization of intangible assets Note 6 131,030 89,483 Depreciation on right of use asset Note 10 32,874 32,877 Interest expense on lease liability Note 10 13,921 ( 16,179 ) Change in fair value of warrant liability ( 31,532 ) ( 10,740 ) Foreign exchange gain (loss) ( 5,089 ) ( 10,691 ) Net changes in non-cash working capital balances: Trade and other receivables ( 27,302 ) ( 112,290 ) Prepaid expenses and deposits 2,928 11,974 Accounts payable and accrued liabilities ( 33,677 ) ( 124,526 ) Deferred government incentive ( 45,236 ) - Deferred revenue ( 66,238 ) - Net cash used in operating activities ( 663,597 ) ( 1,022,782 ) Financing activities Share capital issuance Note 7 168,050 2,731,658 Additional share capital issued 563,781 - Proceed from loan Note 17 525,000 87,369 Repayment of loan ( 15,196 ) - Repayment of lease obligations Note 10 ( 53,599 ) ( 40,633 ) Net cash provided by financing activity 1,188,036 2,778,394 Investing activities Additions to intangible assets Note 6 ( 282,298 ) ( 266,825 ) Additions to property and equipment Note 5 - ( 2,032 ) Net cash used in investing activity ( 282,298 ) ( 268,857 ) Net change in cash 242,141 1,486,755 Effect of changes in foreign exchange rates ( 202,916 ) 134,418 Cash, beginning of period 580,356 720,365 Cash, end of the period 619,581 2,341,537 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements 6 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 1. Description of business Pineapple Financial Inc. (the” Company”) is a leader in the Canadian mortgage industry, breaking the mold 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 a home. The Company was incorporated in 2006, under the Ontario Business Corporations Act. The Company’s head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSEAmerican) under ticker “PAPL”. The Company completed an Initial Public Offering on October 31, 2023 for gross proceeds of $ 3,500,000 and the first day of trading was November 1, 2023. Impact from the global inflationary pressures leading to higher interest rates During the first quarter of 2025, inflationary pressures were eased to a greater extent, and central banks worldwide started decreasing their interest rates. However, interest rates are still high compared to the year 2022. The real estate market has started showing some improvement, but inflation is down from the year 2022 but still not as per target. This led to uncertainty around the business. 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 November 30, 2024, the Company reported an accumulated deficit of $ 10,414,868 compared to $ 9,757,974 as of August 31, 2024. Negative cash flows from operating activities amounted to $ 663,597 during the three months ended November 30, 2024, down from $ 1,022,782 in the prior corresponding period. To sustain its operations during the three month period end November 30, 2024, the Company raised grossly $ 0.230 million through issuance of common shares, $ 0.771 million through pre-funded warrants before and short term loan of $ 0.525 million. It is also exploring additional capital and financing sources such as director’s loan while managing existing working capital resources. However, the 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 condensed interim 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 on financing raised raised after quarter end, see Note 20. The consolidated financial statements were authorized for issue by the Board of Directors on January 20, 2025 2. Significant accounting policies Basis of preparation, functional and presentation currency The condensed interim consolidated financial statements have been prepared in accordance with 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. Historical cost is generally based on the fair value of the consideration given in exchange for assets. All financial information is presented in US Dollars (“USD”) as the Company’s presentation currency and functional currency is in Canadian Dollars (“CAD”). The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual year-end consolidated financial statements for the year ended August 31, 2024. It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim period has been made, and all adjustments are of a recurring nature or a description of the nature of and any amount of any adjustments other than normal recurring nature has been stated. Sufficient disclosures have been so as to not make the interim financial information misleading. There are no prior-period adjustments in these condensed interim consolidated financial statements. Operating segments The Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company operates as one operating segment which is reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers are responsible for the allocation of resources and assessing the performance of the operating segment and have been identified as the CEO and CFO of the Company. 7 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 2. Significant accounting policies (continued from previous page) Basis of consolidation The condensed interim consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, Pineapple Insurance Inc and Pineapple National Inc. 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. Recently issued and adopted accounting standards : As 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. Recently Adopted In 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 (Topic 718): 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 S-X: 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. In March 2024, the FASB issued ASU 2023-07 — Segment Reporting (Topic 280): Improvements 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. Not Yet Adopted In 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 operations. 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. In 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. 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. 8 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 3. Significant accounting judgments, estimates and assumptions The preparation of condensed interim 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. The following are the critical estimates and judgments applied by management that most significantly affect the Company’s condensed interim 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. Investments (level 3) Where the fair values of financial assets and financial liabilities recorded on the condensed interim 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. Share based compensation Management is required to make certain estimates when determining the fair value of stock options awards, and the number of awards that are expected to vest. These estimates affect the amount recognized as stock-based compensation in the statements of income and comprehensive income based on estimates of volatility, forfeitures and expected lives of the underlying stock options which are at a maximum of 36 months vesting period. Warrant Liability: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance 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. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. 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 thereafter. 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. The 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). Derivative Financial Instrument: The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“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. Use of estimates: The 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 condensed interim 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. Going Concern Preparation of the condensed interim 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. 9 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 3. Significant accounting judgments, estimates and assumptions (continued) Useful life of Assets Significant judgement is involved in determination of useful life for the property plant and equipment and intangible assets. Management assesses 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. 4. Investment During the year ended August 31, 2021, the Company purchased an investment in a private company. The Company holds a 5 % interest with no significant influence. The investment is recorded at FVTPL using level 3 inputs. As at November 30, 2024, the Company recognized a $ Nil change in fair value (2024- $ Nil ). Change in fair value during the current period due to foreign exchange translation. 5. Property and equipment The Company’s property and equipment consist of equipment, furniture, IT equipment, leasehold improvements and laptops. Schedule of property and equipment Property and equipment Cost Balance, August 31, 2023 $ 349,283 Additions 4,991 Translation adjustment 569 Balance, August 31, 2024 $ 355,576 Translation adjustment ( 13,145 ) Balance, November 30, 2024 $ 342,431 Accumulated depreciation Balance, August 31, 2023 $ 107,192 Depreciation 87,803 Translation adjustment 7,971 Balance, August 31, 2024 $ 202,966 Depreciation 21,618 Translation adjustment ( 7,818 ) Balance, November 30, 2024 $ 216,766 Net carrying value November 30, 2024 $ 125,665 August 31, 2024 $ 152,610 10 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 6. Intangible assets 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 Cost Balance, August 31, 2023 $ 2,057,525 Additions 1,112,399 Translation adjustment ( 1,794 ) Balance, August 31, 2024 $ 3,168,130 Additions 282,298 Translation adjustment ( 121,214 ) Balance, November 30, 2024 $ 3,329,214 Accumulated amortization Balance, August 31, 2023 $ 338,571 Amortization 616,532 Translation adjustment 1,252 Balance, August 31, 2024 $ 956,355 Amortization 131,030 Translation adjustment ( 37,254 ) Balance, November 30, 2024 $ 1,050,131 Net carrying value November 30, 2024 $ 2,279,083 August 31, 2024 $ 2,211,775 11 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 7. Share capital Authorized share capital The 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, 2023 6,306,979 4,903,031 Issuance of Common Shares on Initial Public Offering 875,000 3,500,000 Issuance of Common Share against Conversion Note 501,875 465,680 Issuance of Common Shares on Equity Purchase Agreement 741,499 487,491 Share Issuance Costs - ( 748,063 ) Warrants issued - ( 48,283 ) Balance, August 31, 2024 8,425,353 8,559,856 Issuance of Common Shares against S3 382,667 232,708 Shares Issuance Costs - ( 64,658 ) Balance, November 30, 2024 8,808,020 8,727,906 During the period the Company issued 382,667 common shares through S3 and 1,284,000 pre-funded warrants. These warrants are convertible into common shares at the price of $ 0.0001 per share and are included in the additional paid in capital of the Company. We also offered to each purchaser whose purchase of Shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding common shares immediately following the consummation of this offering , the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase up to 1,240,000 common shares (the “Pre-Funded Warrants”), in lieu of common shares, pursuant to this prospectus supplement and accompanying prospectus. Each Pre-Funded Warrant will be exercisable for one Share. Our common shares are listed on the NYSE American under the symbol “PAPL.” On November 12, 2024, the last reported sale price of our common shares was $ 0.78 per share. As of November 12, 2024, the aggregate market value of our outstanding common shares held by non-affiliates was approximately $ 3.98 million, calculated at a price per share of $ 0.81 , the last reported sale price of our common shares on September 19, 2024, and based on 8,425,352 common shares outstanding, of which aggregate outstanding common shares, 4,912,531 shares are held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of the aggregate market value of our common shares held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common held by non-affiliates remains below $ 75 million. 12 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 8. Warrants a) Common Share purchase warrant Schedule of common share purchase warrant # $ Balance, August 31, 2024 1,652,988 2,955,944 Balance, November 30, 2024 1,652,988 2,955,944 b) Pre-funded warrant Schedule of Pre-funded Warrant Pre-funded warrant issued 1,284,000 780,697 Direct cost - ( 216,916 ) Balance, November 30, 2024 1,284,000 563,781 c) Warrant Liability 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 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 November 30, 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 November 30, 2024. we have agreed to sell to a certain purchaser common share warrants to purchase up to 1,666,667 common shares in connection with this offering. These common share warrants shall be exercisable six months from the issuance at an exercise price of $ 0.60 per share and will expire 5.5 years from the date of issuance. The warrants will only be sold pursuant to an effective registration statement under the Securities Act and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. The purchase price of each Pre-Funded Warrant is $ 0.5999 , which is equal to the price per share at which the Shares are being sold, minus $ 0.0001 , the exercise price of each Pre-Funded Warrant. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This prospectus supplement also relates to the common shares issuable upon exercise of any Pre-Funded Warrants. Schedule of warrant liability # $ Balance at August 31, 2024 1,026,250 41,520 Issuance of warrants - - Issuance of warrants related to the convertible debt - - Change in fair value of warrant liability ( 31,532 ) Translation adjustment ( 1,077 ) Fair Value of Warrants at November 30, 2024 1,026,250 8,911 As at November 30, 2024, the warrants have no intrinsic value (August 31, 2024 – nil ). 13 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 9. Share-based benefits reserve The Company has a share option plan (the “Plan”) to attract, retain and motivate qualified directors, officers, employees and consultants whose present and future contributions are important to the success of the Company by offering them an opportunity to participate in the Company’s future performance through the award of share options. Each 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 option. 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. In 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. Options 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 . A total stock-based compensation expense was recognized of $ Nil for the three months period ended November 30, 2024 (August 31, 2024 - $ Nil ). The following reconciles the options outstanding at the beginning and end of the period that were granted to eligible participants pursuant to the Plan: Schedule of options outstanding granted November 30, 2024 August 31, 2024 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price # $ # $ Balance, beginning of period 565,689 3.61 565,689 3.72 Forfeited during the period - - - - Balance as at period end 565,689 3.61 565,689 3.61 Exercisable as at period end 565,689 3.61 565,689 3.61 As at November 30, 2024, the options have no intrinsic value (August 31, 2024 – nil ). As at November 30, 2024, all options are exercisable with a weighted average remaining life of 1.6 years (August 31, 2024 – 1.8 years) 14 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 10. Right-of-use asset and lease liability The Company leases all its office premises in Ontario and British Columbia, Canada. The total lease area is 13,262 sq. ft. The Company acquired a 1,454 square feet premise lease in British Columbia commencing August 1, 2023 and expiring on July 31, 2028. The Company recognized a right-of-use asset and corresponding lease liability in respect of this lease. The lease liability was measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at September 1, 2017 (date of initial application), estimated to be 6%. 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 balance sheet immediately before the date of initial application . The following schedule shows the movement in the Company’s right-of-use asset: Schedule of right-of-use asset Right-of-use asset Cost Balance, August 31, 2023 $ 1,177,721 Translation adjustment ( 42,737 ) Balance, August 31, 2024 1,134,984 Translation adjustment ( 35,706 ) Balance, November 30, 2024 $ 1,099,278 The right-of-use asset is being depreciated on a straight-line basis over the remaining lease term. Accumulated Depreciation Balance, August 31, 2023 $ 217,344 Depreciation 134,508 Translation adjustment ( 45,543 ) Balance, August 30, 2024 $ 306,310 Depreciation 32,874 Translation adjustment ( 5,549 ) Balance, November 30, 2024 $ 333,635 Carrying Amount November 30, 2024 $ 765,643 August 31, 2024 $ 828,674 15 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 10. Right-of-use asset and lease liability (continued) The following schedule shows the movement in the Company’s lease liability during the period: Schedule of lease liability November 30, 2024 August 31, 2024 Balance, beginning of period $ 977,107 $ 1,107,961 Interest Expense 13,921 62,604 Lease payments ( 53,599 ) ( 196,703 ) Translation Adjustment ( 35,546 ) 3,245 Balance, end of period $ 901,883 $ 977,107 Current 158,259 161,508 Non-Current 743,624 815,599 $ 901,883 $ 977,107 The following table provides a maturity analysis of the Company’s lease liability. The amounts disclosed in the maturity analysis are the contractual undiscounted cash flows before deducting interest or finance charges: Schedule of maturity lease liability 2025 209,596 2026 210,950 2027 211,015 2028 220,773 2029 196,920 2030 82,050 Total Lease liability $ 1,131,304 16 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 11. Expenses The following table provides a breakdown of the selling, general and administrative: Schedule of selling, general and administrative expenses November 30, 2024 November 30, 2023 Three months ended November 30, 2024 November 30, 2023 $ $ Software Subscription 219,908 180,920 Office and general 45,571 68,121 Professional fees 29,275 - Dues and Subscriptions 31,600 40,031 Rent 31,610 45,745 Consulting fees 9,679 166,313 Travel 20,589 39,177 Donations 652 476 Lease expense 1,045 16,104 Insurance 27,477 3,264 Selling, general and administrative 417,406 560,151 12. Related party transactions and balances Compensation of key management personnel includes the CEO, COO, CSO, and CFO: Schedule of related party transactions November 30, 2024 November 30, 2023 $ $ Salaries, Wages and benefits 176,000 201,729 Share-based compensation - 28,989 17 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 13. Deferred government grant The Company was eligible for the Government of Canada Scientific Research and Experimental Development (SRED) program up to November 3, 2023. The Company has accrued $ 92,745 of SRED receivable as at November 30, 2024, 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 at November 30, 2024, $ 27,219 , (November 30, 2023 $ 51,047 ) was recognized as recovery of operating expenses in the consolidated statement of operations and comprehensive loss. 14. Risk management arising from financial instruments a) Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s principal financial assets that expose it to credit risk are cash and trade receivables. The Company mitigates this risk by monitoring the credit worthiness of its customers and holding cash at financial institutions. The maximum credit exposure at November 30, 2024 is the carrying amount of cash and trade receivables. The Company’s exposure to credit risk is considered to be low, given the size and nature of the various counterparties involved and their history of performance. The Company has not historically incurred any significant credit loss in respect of its trade receivables. Based on consideration of all possible default events over the assets’ contractual lifetime, the expected credit loss in respect of the Company’s trade receivables was minimal as at November 30, 2024 and August 31, 2024. b) Interest rate risk Interest 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 rates. The Company does not have any variable interest-bearing debt. c) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach 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, refer to Going Concern in Note 1. d) Management of capital The Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate as a going concern. The Company manages its capital structure and makes changes to it based on economic conditions. Management and the Board of Directors review the Company’s capital management approach on an ongoing basis and believe this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company’s capital management objectives, policies and processes have remained unchanged during the period ended November 30, 2024. 18 Pineapple Financial Inc. Notes to the Condensed Interim Consolidated Financial Statements for period ended November 30, 2024 - Unaudited (Expressed in US Dollars) 15. Commitments and contingencies In the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future. See note 10 related to lease commitments. 16. Disaggregation of revenue Schedule of disaggregation of revenue November 30, 2024 November 30, 2023 Three months ended November 30, 2024 November 30, 2023 $ $ Gross Billing 4,405,908 3,873,320 Commission expense 3,991,626 3,600,073 Revenue 414,282 273,247 Subscription revenue 182,180 183,245 Other revenue 51,005 70,757 Sponsorship revenue 91,264 - Underwriting revenue 27,343 42,106 Total revenue 766,074 569,355 17. Loan The Company entered into a loan on October 22, 2024 for short term loan of $ 525,000 . The loan is unsecured and the repayable by May 08, 2025. The loan is repayable at the multiple of 1.44 . 18. Subsequent events Company’s directors are committed to contribute towards the working capital and uptill now CA$ 850,000 were already deposited into company’s accounts. This is unsecured short-term loan, carries interest at the rate of 12 percent per annum. Company has repaid the loan obtained on October 22, 2024 with interest on Dec 27, 2024. 19 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. Please read the following management’s discussion and analysis of our financial condition and results of operations, along with our condensed interim consolidated financial statements and the related notes and other information included in this Quarter Report on Form 10-Q. It is important to note that this discussion and analysis contain forward-looking statements with certain risks and uncertainties. These risks and uncertainties could cause our results to differ materially from anticipated in these forward-looking statements. You can find more information about these risks and uncertainties under the heading “Special Note Regarding Forward-Looking Statements” in Part I and elsewhere in this Form 10- Q. Special Note Regarding Forward-Looking Statements This Form 10-Q includes forward-looking statements that entail potential risks and uncertainties. These statements are usually identified by the use of specific terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and other comparable terminology. All the statements in this Form 10-Q that are not about historical facts, including those related to our future operations, financial position, Revenue, projected costs, strategy, plans, management objectives, and expected market growth, are forward-looking. While reading this Form 10-Q, you should know that these statements do not guarantee our performance or results. They include known and unknown risks, uncertainties, and assumptions, as mentioned under the “Risk Factors” section in this Form 10-Q. We believe that these forward- looking statements are based on reasonable assumptions. Still, you must be aware that many factors, including those mentioned under the “Risk Factors” section in this Form 10-Q, could affect our financial results or operations and cause actual results to differ from those stated in the forward-looking statements. These statements were made as of the date of this Form 10-Q, and we are not obligated to update or revise any forward-looking statements made here to reflect any change in our expectations or any change in events, conditions, or circumstances on which these statements are based. All written or oral forward-looking statements made by us or on our behalf are qualified by the cautionary statements mentioned in this Form 10-Q. Objective In this section, we provide an analysis of the Company’s financial condition, cash flows, and results of operations from management’s perspective. We recommend you read this with the condensed interim consolidated financial statements and notes in Part II, Item 8 of this Annual Report on Form 10Q. Executive Summary We are a fintech company based in Ontario, Canada. Our tech-driven businesses focus on mortgages and insurance. Our goal is to provide clients with an industry-leading experience through our trusted digital solutions, which are simple and fast. Recent Developments Business Trends During 2022 and 2023, the Bank of Canada raised the prime rate multiple times to combat inflationary pressures, resulting in a significant rise in mortgage interest rates. However, starting in mid-2024, the Bank of Canada reduced the policy rate by 1.75% to stabilize the economy and improve affordability. Despite this adjustment, high mortgage rates and ongoing economic uncertainty continued to suppress demand for mortgage originations in 2024. Although the market is beginning to show signs of recovery due to renewed consumer confidence, the overall mortgage origination market remains constrained compared to levels seen before 2022. Summary of the three months Ended November 30, 2024. During the three-month period ending November 30, 2024, we generated $424.076 million in residential mortgage loans, an increase from $386.777 million in the previous three months ending November 30, 2023. This amount reflects an increase of $37.299 million, or 9.64%, compared to the same period ending November 30, 2023. Our net loss was $0.657 million for the three months ending November 30, 2024, compared to a loss of $0.898 million recorded in the corresponding period ending November 30, 2023. 20 Key Performance Indicators As part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance. For example, we can evaluate our ability to generate revenue by monitoring our loan production KPIs and comparing our performance to that of the mortgage origination market. Additionally, we use KPIs related to our technology setup and underwriting processes to assess our performance further. Three months period Ended November 30, 2024 2023 2022 Mortgage volume 424,076,207 381,987,099 386,777,717 Gross billing 4,405,908 3,873,320 4,308,609 Commission expense 3,991,626 3,570,110 3,654,284 Net sales revenue 414,282 303,210 654,325 Underwriting revenue 27,343 42,106 49,813 Subscription revenue 182,180 183,245 187,886 Other income 142,269 70,758 - Our revenue sources include lender commissions, underwriting revenue, membership fees from mortgage agents, and other income. Gross Billing Revenue: Gross billing revenue refers to commissions collected from financial institutions with which the Company has contracts. The Company’s gross billing is based on a percentage of the mortgage amount funded between individuals referred by the Company and the financial institutions providing the mortgage. We serve as an agent in these transactions by offering a platform for other parties to deliver services to the end-user. For each contract with a customer, the Company identifies the contract, recognizes the performance obligations, determines the transaction price for each distinct performance obligation based on the relative stand-alone selling price of the goods or services to be delivered, and acknowledges revenue when each performance obligation is fulfilled in a manner that reflects the transfer of goods or services promised to the customer. The Company recognizes revenue when: there is a contract with a lender party and agent broker, the contract specifies the use of the platform service to finalize a mortgage deal, the mortgage deal is completed with the lending financial institution, and commissions are paid by the lending institution based on various criteria of the mortgage deal, including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose, and so forth. Revenue is measured at the fair value of the consideration received or receivable, representing amounts due for services provided in the normal course of business. Revenue is recognized at the end of the transaction upon the completion of all the actions listed above. A typical transaction incurs a commission fee payable to Pineapple Financial Inc. Subscription Revenue: Users can access and use our technology platform, MyPineapple, for a flat monthly service fee of $117. In exchange for this fee, MyPineapple users gain access to a network management system that enables them to perform back-office procedures more efficiently and effectively. This platform allows them to process the previously mentioned deal, prepare it, and complete the package for submission to the financial institution for funding. We have a robust user base that has experienced significant growth since our inception. Revenue is recognized at the beginning of the month when users are invoiced and pay the fee. Underwriting Fee: Users can optionally use our expert risk pre-assessment service, which assists them in pre-underwriting their loans before submission to a lender for approval and funding. This service significantly reduces the time for the lender partners’ assessment of the deal. For mortgages of $390,000 and less, we charge an underwriting fee of $273; for mortgages greater than $300,000, the Company charges an underwriting fee of $390. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately 40% of the deals originated by users are using this service. This program is intended to further increase the number of deals and improve the services offered. Other Income: Other income includes a technology setup fee and sponsorship fee. 21 Components of operating expenses Our operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, and others. Salaries and commissions and team member benefits All payroll expenses include our team members’ salaries, commissions, and benefits. Selling, general and administrative expenses Selling, general and administrative expenses include software subscriptions, license fees, professional services, marketing expenses, and other operating expenses. Share-based compensation Share-based compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation—Stock Compensation. Comparison of the three months years ended November 30, 2024 and 2023 Period Ended November 30, 2024 ($) November 30, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Gross Billing 4,791,402 4,560,981 230,421 5.05 Commission 4,025,328 3,991,626 33,702 0.84 Revenue 766,074 $ 569,355 196,719 34.55 Expenses Selling, general and administrative 417,406 560,151 (142,745 ) (25.48 ) Advertising and Marketing 273,009 133,470 139,539 104.55 Salaries, wages and benefits 436,365 644,273 207,908 (32.27 ) Interest expense and bank charges 174,505 21,407 153,098 715.18 Depreciation 185,523 137,427 48,096 35.00 Government Incentive (27,219 ) (51,047 23,828 (46.68 ) Total expense 1,459,588 $ 1,445,681 13,908 0.96 Loss from operations (693,513 ) (876,326 ) (182,811 ) (20.86 ) Foreign exchange gain (loss) (5,089 ) (10,691 ) (5,602 ) (52.40 ) Gain(loss) on change in fair value of warrant liability (31,532 ) (10,740 ) 20,792 193.59 Loss before income taxes (656,894 ) $ (897,757 ) 240,863 26.83 Loss after income taxes (656,894 ) (897,757 ) Revenue Gross billings increased from $4.560 million for the three-month period ending November 30, 2023, to $4.791 million for the three-month period ending November 30, 2024, reflecting a year-over-year rise of 5.05%. To address high inflation, the Bank of Canada raised its policy rate from 2.5% on September 1, 2022, to 5.0% by August 31, 2023. However, starting June 5, 2024, the Bank of Canada began to cut rates, decreasing the policy rate by 175 basis points to 3.25%. While this reduction may boost consumer confidence, the real estate market remains sluggish, resulting in fewer real estate transactions and a decline in mortgage activity. Revenue for the three-month period ending November 30, 2024, increased to $766,074 from $569,355 in the three-month period ending November 30, 2023, representing a 34.55% growth quarter-over-quarter. This increase is primarily driven by the Company’s strategic focus on enhancing profit margins by onboarding high-margin agents. These agents contributed to a favorable shift in the revenue mix, resulting in improved profitability. Moreover, the Company’s efforts to optimize its software offerings have supported customer satisfaction and retention, allowing the business to grow steadily despite challenges in the broader mortgage origination market. This growth underscores the Company’s ability to prioritize high-margin opportunities while maintaining operational resilience. 22 Cost of gross billing The cost of revenue rose to $4.025 million for the three months ended November 30, 2024, compared to $3.992 million for the same period ended November 30, 2023. This increase corresponds with gross billing growth and reflects higher transaction volumes. Furthermore, the cost increase results from the company’s strategic emphasis on utilizing high-volume agents to drive business. These agents usually operate at lower margins but produce higher transaction volumes, leading to increased variable costs. Selling, General and Administrative Expenses. The breakdown of selling, general and administrative expenses are as follows: Three months period ended Period Ended November 30, 2024 ($) November 30, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Software subscription 219,908 180,920 39,988 21.55 Office and general 45,571 68,121 (22,550) (33.10 ) Professional fee 29,275 - 29,275 100.00 Dues and subscription 31,600 40,031 (8,431 ) (21.06 ) Rent 31,610 45,745 (14,135 ) (30.90 ) Consulting fee 9,679 166,313 (156,634 ) (94.18 ) Travel 20,589 39,177 (18,588 ) (47.45 ) Donations 652 476 176 36.97 Lease expense 1,045 16,104 (15,059 ) (93.51 ) Insurance 27,477 3,264 ) 24,213 741.82 417,406 560,151 (142,745 ) (25.48 ) Selling, general, and administrative expenses decreased by $142,745 (25.48%) , from $560,151 for the three months ending November 30, 2023, to $417,406 for the three months ending November 30, 2024. This reduction reflects the Company’s targeted efforts to control costs and optimize resource allocation in response to challenging economic conditions. By maintaining essential operational expenditures while streamlining non-critical spending, the Company demonstrates its commitment to financial discipline and efficiency, ensuring ongoing support for core business functions and strategic growth initiatives. Software subscription expenses increased by $39,988 (21.55%) , from $180,920 during the three months ended November 30, 2023, to $219,908 during the three months ended November 30, 2024. This increase was primarily driven by the Company’s ongoing efforts to enhance its proprietary software, which required the integration of third-party subscription tools to ensure compliance with industry standards and meet client expectations. These external subscriptions have played a pivotal role in supporting the development process. As the proprietary software nears completion, the reliance on third-party tools is expected to diminish, resulting in long-term cost optimization and increased operational efficiency. Office and general expenses decreased by $22,550 (33.10%) , from $68,121 during the three months ended November 30, 2023, to $45,571 during the three months ended November 30, 2024. This reduction reflects the Company’s proactive measures to streamline administrative expenses and mitigate the impact of inflationary pressures. These cost-control efforts have allowed the Company to maintain operational efficiency while optimizing resource allocation. Professional fees increased by $29,275 (100.00%) , from $Nil during the three months ended November 30, 2023, to $29,275 during the three months ended November 30, 2024. This increase is primarily driven by post-IPO-related expenses following the Company’s listing on November 3, 2023. The rise in costs reflects higher legal, accounting, and advisory fees incurred to meet public company compliance requirements and support the Company’s ongoing regulatory and operational obligations. Dues and subscriptions decreased by $8,431 (21.06%) , from $40,031 during the three months ended November 30, 2023, to $31,600 during the three months ended November 30, 2024. This decline reflects the Company’s efforts to optimize membership costs and reduce non-essential subscription expenses, ensuring a more efficient allocation of resources. Consulting fees saw a significant reduction of $156,634 (94.18%) , decreasing from $166,313 during the three months ended November 30, 2023, to $9,679 during the three months ended November 30, 2024. This sharp decline is primarily a result of the completion of IPO-related projects in the prior year, which required considerable external consulting support. Additionally, the Company has strategically shifted toward relying on internal resources for post-IPO activities, aligning with its broader objective of streamlining recurring costs and enhancing long-term financial efficiency. Travel expenses declined by $18,588 (47.45%) , from $39,177 during the three months ended November 30, 2023, to $20,589 during the three months ended November 30, 2024. This decrease reflects the Company’s efforts to streamline travel-related activities, focusing on cost optimization and leveraging virtual meetings where possible to minimize expenses while maintaining operational effectiveness. 23 Expenses Three months period ended Period Ended November 30, 2024 ($) November 30, 2023 ($) Increase/ (Decrease) ($) Increase/ (Decrease) % Advertising and marketing 273,009 133,470 139,539 104.55 Salaries, wages and benefits 436,365 644,273 (207,908 ) (32.27 ) Interest expense and bank charges 174,505 21,407 153,098 715.15 Depreciation 185,523 137,427 48,096 35.00 Government incentive (27,219 ) (51,047 ) (23,828 ) (46.68 ) Advertising, marketing, and promotional expenses increased by $139,539 (104.55%) , rising from $133,470 for the three months ended November 30, 2023, to $273,009 for the three months ended November 30, 2024. This rise was driven by the Company’s strategic initiatives aimed at enhancing agent retention and maintaining sales performance in the face of challenging economic and real estate market conditions. The Company also ramped up efforts to boost brand recognition and cultivate stronger connections with key stakeholders to safeguard market share during this time of economic uncertainty. These investments are expected to facilitate future growth as market dynamics stabilize and improve. Salaries, wages, and benefits fell by $207,908 (32.27%) , from $644,273 for the three months ending November 30, 2023, to $436,365 for the three months ending November 30, 2024. This drop reflects the Company’s strategic initiative to optimize workforce costs while maintaining essential operations and critical functions. The adjustment aligns compensation structures with current economic conditions and supports long-term financial sustainability. Despite this reduction, the Company remains dedicated to retaining top talent and providing competitive benefits, which are crucial for ensuring business continuity and fostering future growth. Depreciation Pineapple Financial remains focused on advancing its proprietary software to enhance its capabilities and align with evolving market needs. During the three months ended November 30, 2024, the Company capitalized $0.351 million as intangible assets, primarily consisting of salaries, wages, and benefits for employees directly involved in the software development process. This intentional investment reflects the Company’s commitment to driving innovation and sustaining long-term growth. The increase in intangible assets has also resulted in higher amortization expenses, illustrating the ongoing integration of these investments into the Company’s operations to deliver enhanced value to its clients and stakeholders. Government based incentive During the fiscal year ending August 31, 2023, the Company successfully claimed and received Scientific Research and Experimental Development (SR&ED) tax credits from the CRA for the fiscal years ending August 31, 2022, and August 31, 2021. These claims provided a valuable source of non-dilutive funding to support the Company’s innovation initiatives. However, following our IPO completion on November 3, 2023, the Company no longer qualifies for SR&ED tax credits under CRA regulations, leading to a decrease in credit recognition for the three months ending November 30, 2024. This change reflects the Company’s transition to publicly traded status, and we are actively exploring alternative funding opportunities to support ongoing research and development efforts. Liquidity and Capital Resources Our primary liquidity needs include working capital and capital expenditures, particularly those related to technological enhancements, investments in skilled personnel, and marketing services. These three categories have represented a significant share of our liquidity and capital resource demands throughout the year. We primarily rely on cash on hand and cash flows generated from our operations to satisfy these needs. The following table summarizes our cash flows from operating, investing and financing activities: Three months period ended Year Ended November 30, 2024 ($) November 30, 2023 ($) Increase/ (Decrease) ($) Cash (used) provided in operating activities (663,597 ) (1,022,782 ) 356,185 Cash (used) provided by financing activities 1,188,033 2,778,394 1,590,361 Cash (used) provided in investing activities (282,298 ) (268,857 ) 13,441 Cash at the end of the period 619,581 2,341,537 (1,721,956 ) 24 Net cash flow from (used in) operating activities Three months period ended Description November 30, 2024 ($) November 30, 2023 ($) Operating activities Net loss (656,894 ) (897,757 ) Adjustments for the following non-cash items: Depreciation of property and equipment 21,618 15,067 Amortization of intangible assets 131,030 89,483 Depreciation on right of use asset 32,874 32,877 Interest expense on lease liability 13,921 (16,179 Change in fair value of warrant liability (31,532 ) - Foreign exchange gain (loss) (5,089 ) (10,691 Net changes in non-cash working capital balances: Trade and other receivables (27,302 ) (112,291 ) Prepaid expenses and deposits 2,928 11,974 Accounts payable and accrued liabilities (33,677 ) (124,526 ) Deferred government incentive (45,236 ) - Deferred revenue (66,238 ) - (663,597 ) (1,022,782 ) Our primary source of cash flow comes from our core business operations. During the three months period ended November 30, 2024, the Company reported a significant improvement in its financial performance. Net cash used in operating activities decreased to $663,597, compared to $1,022,782 in the prior corresponding period ended November 30, 2023. This reduction in cash outflows was primarily driven by lower operating expenses, as the Company implemented measures to streamline costs and optimize resource allocation. In addition, revenue for the year saw a notable increase, reflecting the Company’s ability to attract new clients and retain existing ones through enhancements to its service offerings and operational efficiency. These combined efforts demonstrate the Company’s focus on achieving sustainable growth while maintaining disciplined cash management practices. Net cash flow from (used in) financing activities During the three months period ended November 30, 2024, the Company raised $1.00 million through the issuance of shares and pre-funded warrants under an S-3 registration statement. In addition, the Company secured a short-term loan of $525,000 from a private party to further strengthen its financial position. These financing activities have provided critical capital to support the Company’s strategic initiatives, including investments in proprietary software development, expansion of operational capabilities, and enhancing shareholder value. The successful execution of these funding measures positions the Company to pursue its growth objectives and capitalize on emerging opportunities in the market. Net cash flow from (used in) investing activities During the three months ended November 30, 2024, the Company allocated $282,298 toward the development of proprietary software aimed at enhancing the efficiency and accuracy of mortgage application processing for field agents. This strategic investment underscores the Company’s dedication to leveraging technology to drive operational improvements and strengthen its competitive position in the mortgage industry. By offering a streamlined and user-friendly platform, the enhanced software is expected to attract new mortgage agents while improving retention rates, thereby positioning the Company for long-term growth in a highly competitive market. As of November 30, 2024, the Company’s cash balance stood at $619,581, representing a decrease from $2,341,537 as of November 30, 2023. This reduction reflects the Company’s strategic investments in proprietary software development and ongoing efforts to optimize operations. The Company’s capital structure consists of contributed common shares, accumulated deficit, additional paid-in capital, and other comprehensive losses. Its primary sources of liquidity are cash generated through operations and capital raised from investors through the issuance of common shares. The Company remains committed to meeting all financial and operational obligations as they come due, maintaining a disciplined approach to liquidity management. Future capital requirements will depend on several factors, including planned investments in technology, market expansion initiatives, and overall growth trajectory. While the Company continues to actively manage controllable factors, external variables such as interest rates and real estate market conditions remain potential challenges. By aligning its financial strategies with operational priorities, the Company is well-positioned to navigate these uncertainties and achieve sustainable long-term growth. The following table presents our liquidity: As at: November 30, 2024 ($) August 31, 2024 ($) Cash 619,581 580,356 Trade and other receivables 182,526 155,224 Prepaid expenses and deposit 154,983 157,911 957,090 893,491 As of November 30, 2024, Pineapple Financial maintained a strong liquidity position, with $957,090 in cash, complemented by trade and other receivables, prepaid expenses, and deposits. This reflects the Company’s ability to fulfill its short-term obligations effectively. Cash increased by $39,225 compared to August 31, 2024, primarily driven by higher revenue generation, disciplined expense management, and additional financing activities. 25 In the Greater Toronto Area (GTA), home sales increased for the month of October and November 2024 by more than 40 percent year-over-year. Despite these positive developments, Pineapple Financial continues to prioritize prudent financial management, focusing on optimizing resource allocation to sustain growth initiatives while maintaining adequate liquidity to meet ongoing operational and strategic commitments. Critical Accounting Policies and Significant Judgments and Estimates This management’s discussion and analysis of the financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of Revenue and expenses during the reported period. Per U.S. GAAP, we base our estimates on historical experience and various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to making effective judgments and estimates in preparing our financial statements. Revenue Recognition The Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition. The core principle of the standard is that Revenue should be recognized when goods or services are transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. It establishes a five-step model to account for Revenue arising from contracts with customers. Under this standard, Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers. Additionally, the standard specifies the accounting for incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. When the Company transfers goods or services to a customer, Revenue is recognized at an amount that reflects the consideration expected to be received. The Company operates an online platform powered by Salesforce, that enables brokers and agents to efficiently close deals. The Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance. Mortgage insurance is a requirement for each mortgage. Pineapple Insurance acts as the agent that supplies insurance services to the consumer and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer. Additionally, Pineapple Insurance has adopted ASC 606. Basis of presentation, functional and presentation currency The Company’s headquarters is in Ontario, Canada, and the functional currency is in Canadian Dollars (CAD) with the presentation currency being US Dollars (USD). The Company’s subsidiaries have a functional currency of CAD and presentation currency of USD which have been applied consistently. There will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation. Lease Accounting The relevant criteria applicable is ASC 842. We assess at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognize lease liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets. At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the lease, if the lease term reflects us exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. We recognize right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. 26 Investments We invested in MCommercial, a commercial mortgage firm based in Montreal and Toronto, Canada, representing 5% of the total issued and outstanding shares. This strategic partnership allows Pineapple residential mortgage agents to access a leading commercial mortgage firm and experts, which will expand their product offerings, service levels, and corporate Revenue through increased transactions. The Company entered into a share purchase agreement with 9142-2964 Quebec Inc., pursuant to which it acquired five Class A Shares of 7326904 Canada Inc. (doing business as Mortgage Alliance Corporation) (“Alliance”), representing 5% of the total issued and outstanding shares of Alliance. Alliance is a mortgage brokerage firm based in Ontario, Canada, with locations in Calgary, Vancouver, and Halifax. The total value of both investments was recorded at fair value, and any impairment loss is recognized in the profit and loss account. Share Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, non- employee, and director services received in exchange for an award based on the grant-date fair value of the award. The Company has a share option plan (the “Plan”) to attract, retain and motivate qualified directors, officers, employees, and consultants whose present and future contributions are important to the success of the Company by offering them an opportunity to participate in the Company’s future performance through the award of share options. Each share option converts into one common share of Pineapple Financial Inc. on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. In 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. Options 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. These options were fully vested in year ended August 31, 2023. On July 6, 2023, we completed a 1-for-3.9 reverse stock split, or the Reverse Split, effective immediately. Consequently, all the share numbers, shares prices, and exercise prices have been retroactively adjusted in these condensed interim consolidated financial statements for all periods presented. Controls and Procedures While the Company is not currently required to maintain an effective internal controls system, we recognize the importance of strong internal controls and have proactively initiated steps to establish and enhance our control environment. These measures include: ● Employing skilled staff in financial, accounting, and external reporting roles, focusing on segregation of duties. 27 ● Conducting regular reconciliations to ensure accurate recording, correct classification, and balanced books. ● Ensuring timely and accurate recording of expenses, liabilities, and other accounting entries in accordance with the matching principle. ● Maintaining a detailed fixed assets register to track users, departments, and assets. ● Requiring internal review and approval of accounting transactions by at least two independent personnel. ● Documenting processes, assumptions, and conclusions related to significant estimates. ● Establishing comprehensive documentation of accounting policies and procedures. As of November 30, 2024, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on this assessment, management concluded that our disclosure controls and procedures were effective as of November 30, 2024. Improvements made during the year include carrying out independent reviews, establishing approval processes for transactions and reconciliations, and hiring additional personnel to enhance our control environment. Plans are in place to further improve controls by segregating duties and refining processes, thus ensuring robust and effective internal controls that uphold the integrity of our financial reporting. Financial Instruments As of November 30, 2024, the Company’s financial instruments include cash, trade and other receivables, investments, accounts payable, and accrued liabilities. As per ASC 820, Fair value measurement establishes a fair value hierarchy based on the level of independence, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorising within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. i) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; ii) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and iii) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The following table provides the fair values of the financial assets in the Company’s consolidated statements of financial position, categorized by hierarchical levels and their related classifications. 28 As of November 30, 2024 Level 1 Level 2 Level 3 Total Assets: Cash 619,581 619,581 Investment 9,671 9,671 Risks and Uncertainties The Company’s business is subject to numerous risks and uncertainties, including those described elsewhere in this MD&A, as well as general economic and market risks. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company. As part of our regular business operations, we face various risks that can impact our profitability and operations. These risks can be broadly categorized as interest rate risk, credit risk, counterparty risk, and risks associated with the pandemics like COVID-19. Interest rate risk We do not face interest rate risk as we do not have any variable-rate loans or borrowings. Credit risk Credit risk is the risk of financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations. The Corporation’s credit risk is mainly attributable to its cash and trade and other receivables. The Corporation has determined that its exposure to credit risk on its cash is minimal as the Corporation’s cash are held with financial institutions in Canada. Our primary source of credit risk relates to the possibility of Core Business Operation’s brokerages or other customers not paying receivables. Core Business Operations manages its credit risk by performing credit risk evaluations on its brokerages and agents and monitoring overdue trade and other receivables. As of November 30, 2024, $37,800 of our trade receivables are greater than 90 days outstanding, as compared to $2,572 for November 30, 2023. A decline in economic conditions or other adverse conditions experienced by brokerage and agents could impact the collectability of the Corporation’s accounts receivable. Our maximum exposure to credit risk approximates the carrying value of the assets on the Corporation’s consolidated statements of financial position. As at: November 30, 2024 ($) August 31, 2024 ($) Cash 619,581 580,356 Trade and other receivables 182,526 155,224 Prepaid expenses and deposit 154,983 157,910 957,090 893,490 29 Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, this disclosure is not required. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We are transitioning to and will maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as provided in SEC rules and forms and that such information is accumulated and communicated to our management, as appropriate, to allow for timely decisions regarding required disclosure. We will periodically review the design and effectiveness of our disclosure controls and procedures, including compliance with various laws and regulations that apply to our operations. We will make modifications to improve the design and effectiveness of our disclosure controls and procedures and may take other corrective action if our reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we will apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1 Legal Proceedings. To our best knowledge, we are currently not a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations. Item 1A Risk Factors. Smaller reporting companies are not required to provide the information required by this item. Item 2 Unregistered Sales of Equity Securities and Use of Proceeds. 30 Item 3 Defaults Upon Senior Securities. None. Item 4 Mine Safety Disclosures. Not applicable. Item 5 Other Information. None. Item 6. EXHIBITS Exhibit No. Description 31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). 31.2 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). 32.1 * Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 * Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS * Inline XBRL Instance Document. 101.SCH* * Inline XBRL Taxonomy Extension Schema Document. 101.CAL* * Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* * Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* * Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, formatted in Inline XBRL (included in Exhibit 101). * Filed herewith. 31 SIGNATURES Pursuant 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 on its behalf by the undersigned thereunto duly authorized. PINEAPPLE FINANCIAL INC. Date: January 21, 2025 By: /s/ Shubha Dasgupta Shubha Dasgupta Chief Executive Officer Date: January 21, 2025 By: /s/ Sarfraz Habib Sarfraz Habib Chief Financial Officer 32