DevvStream Corp 10-Q for FY2026 Q3
DevvStream Corp. (DEVSF)
10-Q
2026-06-15
For: 2026-04-30
View Original
Added on
June 15, 2026
About this 10-Q
DevvStream Corp filed this 10-Q on June 15, 2026, covering the quarter ended April 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended April 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $720
- down 92.9% from $10.16K a year earlier
- Net loss
- $6.2M
- compared with net income of $3.52M a year earlier
- Diluted EPS
- -$0.64
- compared with $1.21 a year earlier
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 , 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
(Exact name of registrant as specified in its charter)
| | | | | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818 )-683-2765
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | The |
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, 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 | ☐ |
| | ☒ | 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 ☒
As of June 12, 2026, 35,067,694 common shares were issued and outstanding.
DEVVSTREAM CORP.
Quarterly Report on Form 10-Q
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DevvStream Corp.
Condensed Consolidated Interim Financial Statements
(Expressed in United States dollars)
For the nine months ended April 30, 2026 and 2025
(unaudited)
INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
DevvStream Corp.
(Unaudited - Expressed in United States dollars)
|
As at
|
April 30, 2026 |
July 31, 2025 | ||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | $ | ||||||
|
Trade receivable
|
||||||||
|
GST receivable
|
||||||||
|
Corporate taxes receivable
|
||||||||
|
Deferred financing costs
|
||||||||
|
Prepaid expenses
|
||||||||
|
Deposit on carbon credits purchase
|
||||||||
|
Carbon credits
|
||||||||
|
Total current assets
|
||||||||
|
Restricted cash
|
||||||||
|
Cryptocurrencies – restricted
|
||||||||
|
Long-term advances
|
||||||||
|
Deferred financing costs, long-term
|
||||||||
|
Deposit on carbon credits purchase, long-term
|
||||||||
|
Investment in associate
|
||||||||
|
Total assets
|
$ | $ | ||||||
|
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
|
||||||||
|
Current liabilities
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | $ | ||||||
|
Accounts payable and accrued liabilities – related parties
|
||||||||
|
Convertible debentures
|
||||||||
|
Convertible debentures – related parties
|
||||||||
|
Default penalty liability on convertible debt
|
||||||||
|
Derivative liabilities
|
||||||||
|
Warrant liabilities
|
||||||||
|
Stock option liabilities
|
||||||||
|
Stop loss provision liabilities
|
||||||||
|
Promissory note payable
|
||||||||
|
Deferred financing benefit
|
||||||||
|
Total current liabilities
|
||||||||
|
Convertible debentures, long term
|
||||||||
|
Convertible debentures – related parties, long term
|
||||||||
|
Total liabilities
|
||||||||
| Shareholders’ deficiency | ||||||||
|
Additional paid in capital
|
||||||||
|
Series A preferred stock subscription
|
||||||||
|
Subscription receivable
|
( | ) | ( | ) | ||||
|
Accumulated other comprehensive loss
|
||||||||
|
Deficit
|
( | ) | ( | ) | ||||
|
Total shareholders’ deficiency
|
( | ) | ( | ) | ||||
|
Total liabilities and shareholders’ deficiency
|
$ | $ | ||||||
|
Going concern (Note 2(b))
|
||||||||
|
Commitments and contingencies (Note 18)
|
||||||||
|
Subsequent events (Note 19)
|
||||||||
See accompanying notes to the condensed consolidated interim financial statements.
DevvStream Corp.
(Unaudited - Expressed in United States dollars)
|
Nine months ended April 30, |
Nine months ended April 30, |
Three months ended April 30, |
Three months ended April 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
|
Revenue
|
$ | $ | $ | $ | ||||||||||||
|
Cost of sales
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Gross profit
|
( | ) | ( | ) | ||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Sales and marketing
|
||||||||||||||||
|
Depreciation
|
||||||||||||||||
|
General and administrative
|
||||||||||||||||
|
Professional fees
|
||||||||||||||||
|
Salaries and wages
|
||||||||||||||||
|
Total operating expenses
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Other income (loss)
|
||||||||||||||||
|
Other income
|
||||||||||||||||
|
Staking income
|
||||||||||||||||
|
Accretion expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Interest expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Equity loss on investment in associate
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Change in fair value of derivative liabilities
|
( | ) | ||||||||||||||
|
Change in fair value of warrant liabilities
|
||||||||||||||||
|
Change in fair value of mandatory convertible debentures
|
||||||||||||||||
|
Impairment of carbon credits
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Inducement expenses on loan conversion
|
( | ) | ( | ) | ||||||||||||
|
Stop-loss provision loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Loss on revaluation of cryptocurrencies
|
( | ) | ( | ) | ||||||||||||
|
Loss on default penalty on convertible debt
|
( | ) | ( | ) | ||||||||||||
|
Gain on share settlement
|
||||||||||||||||
|
Gain on settlement of debt
|
||||||||||||||||
|
Foreign exchange loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total other income (loss)
|
( | ) | ( | ) | ||||||||||||
|
Net income (loss)
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
|
Other comprehensive gain (loss)
|
||||||||||||||||
|
Foreign currency translation
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Net income (loss) and comprehensive income (loss)
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Weighted average number of common shares outstanding – Basic
|
||||||||||||||||
|
Weighted average number of common shares outstanding – Diluted
|
||||||||||||||||
|
Income (Loss) per share – Basic
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
|
Income (Loss) per share – Diluted
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
See accompanying notes to the condensed consolidated interim financial statements.
Devvstream Corp.
(Unaudited - Expressed in United States dollars)
|
Number of Shares |
Additional Paid-in Capital |
Obligation to issue shares |
Subscription receivable |
Accumulated Deficit |
Accumulated other comprehensive income (loss) |
Total shareholders’ equity (deficiency) | ||||||||||||||||||||||
| Balance, July 31,2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
|
Share based compensation - RSUs
|
- | |||||||||||||||||||||||||||
|
Share based compensation - Options
|
- | |||||||||||||||||||||||||||
|
Warrants reclassified to liabilities on change
in functional currency |
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Stock options reclassified to liabilities on RTO
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Conversion option derivative transferred to equity
|
- | |||||||||||||||||||||||||||
|
Gain on modification of debt with related parties
|
- | |||||||||||||||||||||||||||
|
Recapitalization on RTO
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Shares issued for warrant exercises
|
||||||||||||||||||||||||||||
|
Conversion of mandatory convertible debentures
|
||||||||||||||||||||||||||||
|
Shares for settlement of debt
|
||||||||||||||||||||||||||||
|
Shares issued in connection with RTO
|
||||||||||||||||||||||||||||
|
Shares issued for acquisition of associate
|
||||||||||||||||||||||||||||
|
Shares issued for PIPE financing
|
( | ) | ||||||||||||||||||||||||||
|
Shares issued for carbon credit purchases
|
||||||||||||||||||||||||||||
|
Shares issued for ELOC commitment
|
||||||||||||||||||||||||||||
|
Shares issued for services
|
||||||||||||||||||||||||||||
|
Shares issued for ELOC drawdown
|
||||||||||||||||||||||||||||
|
Share issuance costs
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Foreign currency translation
|
- | |||||||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Balance, April 30, 2025
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
|
Balance, July 31, 2025
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
|
Cancellation of shares
|
( | ) |
Devvstream Corp.
(Unaudited - Expressed in United States dollars)
|
Number of
Shares |
Additional
Paid-in Capital |
Obligation
to issue shares |
Subscription
receivable |
Accumulated
Deficit |
Accumulated
other comprehensive income (loss) |
Total
shareholders’ equity (deficiency) | ||||||||||||||||||||||
|
Share based compensation - RSUs
|
- | |||||||||||||||||||||||||||
|
Share based compensation - Options
|
- | |||||||||||||||||||||||||||
|
Shares issued for PIPE financing
|
||||||||||||||||||||||||||||
|
Shares issued for ELOC drawdown
|
||||||||||||||||||||||||||||
|
Shares issued for conversion of convertible debt
|
||||||||||||||||||||||||||||
|
Shares issued for settlement of debt
|
||||||||||||||||||||||||||||
|
Issuance of pre-funded warrants
|
- | |||||||||||||||||||||||||||
|
Proceeds from Series A preferred stock subscription
|
- | |||||||||||||||||||||||||||
|
Amortization of deferred financing costs
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Foreign currency translation
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Balance, April 30, 2026
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
Devvstream Corp.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
(Unaudited - Expressed in United States dollars)
| Number of Shares | Additional Paid-in Capital | Obligation to issue shares | Subscription receivable | Accumulated Deficit | Accumulated other comprehensive income (loss) | Total shareholders’ equity (deficiency) | ||||||||||||||||||||||
|
Balance, January 31, 2025
|
$ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
|
Share based compensation - RSUs
|
- | |||||||||||||||||||||||||||
|
Share based compensation - Options
|
- | |||||||||||||||||||||||||||
|
Shares issued for ELOC commitment
|
||||||||||||||||||||||||||||
|
Shares issued for ELOC drawdown
|
||||||||||||||||||||||||||||
|
Shares issued for PIPE financing
|
( | ) | ( | ) | ||||||||||||||||||||||||
|
Share issuance costs
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Foreign currency translation
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Net loss
|
- | |||||||||||||||||||||||||||
|
Balance, April 30, 2025
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
|
Balance, January 31, 2026
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
|
Share based compensation - RSUs
|
- | |||||||||||||||||||||||||||
|
Share based compensation - Options
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Shares issued for ELOC drawdown
|
||||||||||||||||||||||||||||
|
Shares issued for conversion of convertible debt
|
||||||||||||||||||||||||||||
|
Shares issued for settlement of debt
|
||||||||||||||||||||||||||||
|
Issuance of pre-funded warrants
|
- | |||||||||||||||||||||||||||
|
Proceeds from Series A preferred stock subscription
|
- | |||||||||||||||||||||||||||
|
Amortization of deferred financing costs
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Foreign currency translation
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | |||||||||||||||||||||||
|
Balance, April 30, 2026
|
$ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||
See accompanying notes to the condensed consolidated interim financial statements.
DevvStream Corp.
(Unaudited - Expressed in United States dollars)
|
For the nine months ended April 30,
|
2026 | 2025 | ||||||
| Operating activities | ||||||||
|
Net loss for the period
|
$ | ( | ) | $ | ( | ) | ||
|
Items not affecting cash:
|
||||||||
|
Depreciation
|
||||||||
|
Share based compensation
|
||||||||
|
Change in fair value of derivative liabilities
|
( | ) | ||||||
|
Change in fair value of mandatory convertible debentures
|
( | ) | ||||||
|
Change in fair value of warrant liabilities
|
( | ) | ( | ) | ||||
|
Change in fair value of stock option liabilities
|
( | ) | ( | ) | ||||
|
Gain on settlement of accounts payable
|
( | ) | ( | ) | ||||
|
Loss on investment in associate
|
||||||||
|
Loss on revaluation of cryptocurrencies
|
||||||||
|
Impairment of carbon credits
|
||||||||
|
Inducement expenses on loan conversion
|
||||||||
|
Loss on default penalty on convertible debt
|
||||||||
|
Retirement of carbon credits
|
||||||||
|
Stop-loss provision loss
|
||||||||
|
Staking income
|
( | ) | ||||||
|
Accrued interest
|
||||||||
|
Accretion expense
|
||||||||
|
Other income
|
( | ) | ||||||
|
Changes in non-cash working capital items:
|
||||||||
|
Trade receivable
|
( | ) | ||||||
|
GST receivable
|
( | ) | ||||||
|
Other receivables
|
( | ) | ||||||
|
Carbon credits
|
( | ) | ( | ) | ||||
|
Prepaid expenses
|
( | ) | ( | ) | ||||
|
Accounts payable and accrued liabilities
|
( | ) | ||||||
|
Due to related party
|
( | ) | ||||||
|
Net cash used in operating activities
|
( | ) | ( | ) | ||||
|
Investing activities
|
||||||||
|
Cash assumed on RTO
|
||||||||
|
Purchase of cryptocurrencies
|
( | ) | ||||||
|
Sale of cryptocurrencies
|
||||||||
|
Advances to Southern Energy Renewables
|
( | ) | ||||||
|
Net cash (used in) provided by investing activities
|
( | ) | ||||||
|
Financing activities
|
||||||||
|
(Repayment of) Proceeds from convertible debentures
|
( | ) | ||||||
|
Proceeds from warrant exercise
|
||||||||
|
Proceeds from PIPE financing
|
||||||||
|
Proceeds from ELOC drawdown
|
||||||||
|
Proceeds from promissory note
|
||||||||
|
Proceeds from pre-funded warrants
|
||||||||
|
Proceeds from Series A preferred stock subscription
|
||||||||
|
Net cash provided by financing activities
|
||||||||
|
Effect of exchange rate changes on cash
|
( | ) | ||||||
|
Net decrease in cash and restricted cash
|
( | ) | ( | ) | ||||
|
Cash and restricted cash, Beginning
|
||||||||
|
Cash and restricted cash, Ending
|
$ | $ | ||||||
|
Presented as:
|
||||||||
|
Cash
|
$ | $ | ||||||
|
Restricted cash
|
||||||||
|
Cash and restricted cash, Ending
|
$ | $ | ||||||
|
Supplemental information:
|
||||||||
|
Taxes paid
|
$ | $ | ||||||
|
Interest paid
|
$ | $ | ||||||
|
Fair value of warrants exercised
|
$ | $ | ||||||
|
Fair value of securities issued for the RTO (Note 4)
|
$ | $ | ||||||
|
Fair value of securities issued for settlement of accounts payable
|
$ | $ | ||||||
|
Fair value of securities issued for services
|
$ | $ | ||||||
|
Fair value of securities issued for carbon credits
|
$ | $ | ||||||
|
Fair value of securities issued for the acquisition of interest in associate
|
$ | $ | ||||||
|
Fair value of securities issued for ELOC commitment
|
$ | $ | ||||||
|
Repayment of convertible debentures from ELOC drawdown proceeds
|
$ | $ | ||||||
|
Repayment of promissory note payable from ELOC drawdown proceeds
|
$ | $ | ||||||
|
Convertible debentures and derivative liabilities converted into shares
|
$ | $ | ||||||
|
Fair value of securities issued for inducement expenses
|
$ | $ | ||||||
|
Convertible debenture issued for inducement expenses
|
$ | $ | ||||||
See accompanying notes to the condensed consolidated interim financial statements.
DevvStream Corp.
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
1.
Nature of operations
DevvStream Corp. (formerly Focus Impact Acquisition Corp.) (the “Company” or “Devv Corp.”) is a company existing under the Business Corporations Act of Alberta, Canada. The head office is located at #1700, 421 – 7th
Avenue S.W., Calgary, Alberta, T2P 4K9 and its records and registered office
is located at 2108 N St., Suite 4254, Sacramento, CA 95816.
The Company was a special purpose acquisition corporation incorporated in Delaware, the United States on February 23, 2021. On November 6, 2024, the Company completed a reverse takeover (“RTO”) with DevvStream Holdings Inc. (“Devv Holdings”) (Note 4) pursuant to a business combination agreement (“BCA”) entered into on September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024). The transaction is also referred to as the “De-SPAC” transaction. The Company was redomiciled as an Alberta company as part of the De-SPAC transaction. Devv Holdings is an Environmental Social and Governance (“ESG”) principled, high-tech, impact investing company focused on high quality and high return carbon credit generating projects. Devv Holdings is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the condensed consolidated interim financial statements at their historical carrying values. The Company’s operations are considered to be a continuance of the business and operations of Devv Holdings, with the Company’s operations being included from November 6, 2024, the closing date of the De-SPAC transaction, onwards.
The Company is a public company which is listed on the Nasdaq Stock Exchange (“NASDAQ”) under the symbol “DEVS”.
2.
Basis of preparation
(a)
Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), effective for the nine months ended April 30, 2026.
Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended July 31, 2025. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
These unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for the cash flow information.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
2.
Basis of preparation (continued)
(b)
Going concern
These unaudited condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at April 30, 2026, the Company has a working capital deficit, has incurred negative cash flows and losses since inception, and has generated limited revenues to date. The Company’s ability to continue its operations, realize its assets at their carrying values and discharge its liabilities is dependent upon its ability to raise adequate financing from external sources and generate profits and positive cash flows from operations.
The Company will require additional capital to fund its operations, to evaluate strategic opportunities, and for working capital purposes. However, there is no assurance that the Company will be able to secure such financing on favourable terms. These matters raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited condensed consolidated interim financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. Such adjustments could be material.
(c)
Basis of consolidation
These unaudited condensed consolidated interim financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany balances and transactions, income and expenses have been eliminated upon consolidation.
As of April 30, 2026, the Company’s subsidiaries were:
|
Name of subsidiary
|
Place of incorporation
|
Ownership
| |||
|
Devv Holdings
|
% | ||||
|
Devvstream, Inc. (“DESG”)
|
% | ||||
|
DevvESG Streaming Finco Ltd (“Finco”)
|
% | ||||
|
Sierra Merger Sub, Inc.
|
% |
On November 10, 2022, the Company made an investment into Marmota Solutions Incorporated (“Marmota”). On the date of the initial investment, the Company owned 50 % of Marmota and accounted for the investment as an equity investment. On October 16, 2023, the Company reduced its interest in Marmota to 10 % by returning common shares to Marmota for cancellation in consideration of $19 .
On
November 6, 2024, the Company made an investment into Freedom Carbon Solutions
LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”). The Company owns 50 %
of FCS and accounted for the investment as an equity investment.
(d)
Variable interest entities (“VIE”)
A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Where the Company concludes that it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
2.
Basis of preparation (continued)
(e)
Functional and presentation currencies
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for Devv Holdings and DESG. Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Devv Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities (Note 12). Determining the functional currency involved significant judgments to assess the primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows.
The Company’s presentation currency is and continues to be the United States dollar.
(f)
Use of estimates and judgments
In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of the Company’s accounting policies. In preparing these condensed consolidated interim financial statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and for the year ended July 31, 2025, other than the below:
Critical Judgements
Advances to Southern Energy Renewables, Inc.
Between February and April 2026, the Company advanced $900,000 in funds to Southern Energy Renewables Inc. (“Southern”), pursuant to the agreed upon use of proceeds from Series A preferred stock subscriptions received by the Company. The form of such investments into Southern are to be agreed upon between the Company and Southern, and may be in debt and/or equity securities of Southern. As of April 30, 2026, the Company assesses it has no power to direct the activities that most significantly affect Southern’s economic performance nor obligation to absorb losses or right to receive benefits from Southern. As such, the Company considers advances to Southern to-date to be a non-current asset in the form of a long-term advance as of April 30, 2026, pending resolution of the form of the ultimate instrument(s) of the Company’s investment into Southern.
(g)
Emerging growth company
The Company is an “Emerging Growth Company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it has taken advantage of certain exemptions that are not applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
2.
Basis of preparation (continued)
Further, Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial reporting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public and private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
3.
Significant accounting policies
The significant accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with the accounting policies disclosed in the Company’s audited consolidated financial statements for the year ended July 31, 2025. The following accounting policies have been updated or included to reflect transactions occurring during the current interim period:
(a)
Cryptocurrencies
The Company accounts for cryptocurrencies as indefinite-lived intangible assets in accordance with ASC 350-60. Cryptocurrencies are initially recorded at cost and subsequently measured at fair value at each reporting date based on quoted prices in active markets, with changes in fair value recognized in earnings in accordance with ASC 350-60-35 and ASC 820. Cryptocurrencies are not amortized.
Cryptocurrency holdings are classified as non-current assets when they are restricted as collateral for long-term obligations or when the Company does not expect to liquidate the assets within twelve months, consistent with ASC 210-10-45. The Company may delegate certain cryptocurrency holdings to blockchain validators to earn staking rewards; such delegation does not result in derecognition of the underlying tokens because the Company retains control of the assets. Staking rewards are recognized in earnings when earned and measured at fair value on the date earned.
(b)
Default penalty liability on convertible debt
Certain convertible debts issued by the Company include registration rights, a default of which requires the Company to pay liquidated damages, additional interest, and default premiums.
The Company accounts for default penalty liability on convertible debt in accordance with ASC Topic 450, Contingencies (“Topic 450”). A loss contingency is accrued if it is both probable and reasonably estimable. Topic 450 defines “probable” as “the future event or events are likely to occur”, and the amount to be accrued shall be a better estimate than any other estimate within the range, or the minimum amount in the range if no amount within the range is a better estimate than any other amount.
The Company assessed that such obligations are probable and estimable, insofar as the Company has filed a registration statement which was not declared effective by the effectiveness deadline, and the creditor has asserted such default subsequent to April 30, 2026. Accordingly, the Company accrued for liabilities on the default penalties based on the terms of the convertible debt, and will adjust the liability at each reporting period.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
4.
Reverse takeover
On September 12, 2023 (and as amended on May 1, 2024, August 10, 2024 and October 29, 2024), the Company entered into a Business Combination Agreement (“BCA”) with Devv Holdings.
Pursuant to the BCA, on November 6, 2024, the Company changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby became a company existing under the Business Corporations Act of Alberta, and changed its name to Devvstream Corp., and Devv Holdings was amalgamated with a wholly owned subsidiary of the Company to form one corporate entity.
Under the BCA, the Company consolidated all of its issued and outstanding common stock on a 1:0.9692 basis. All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the Company on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”). All the outstanding Devv Holdings multiple voting shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of the Company on the basis of the Common Conversion Ratio. In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on substantially the same economic terms and conditions. The De-SPAC transaction was completed on November 6, 2024.
Historical presentation of number of shares, warrants, options, and RSUs outstanding, weighted average number of shares outstanding, and exercise price of equity instruments, that are presented elsewhere in the condensed consolidated financial statements, including the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of changes in shareholders’ deficiency, and Note 10 and 14, are retrospectively adjusted to reflect the application of the Common Conversion Ratio, with exercise price of warrants and options, and conversion price of convertible debentures adjusted by the inverse of the Common Conversion Ratio. This is further adjusted by a reverse stock split that took place on August 8, 2025.
In consideration for the De-SPAC transaction, the Company issued 465,747 common shares to the former holders of SVS of Devv Holdings and 711,140 common shares to the former holders of MVS of Devv Holdings. The former shareholders of the Company retained 515,920 shares. The fair value per share was estimated to be $6.10 (CAD$8.50 ) based on the last trading price of Devv Holdings on the Cboe Exchange.
As at November 6, 2024, the Company had 22,699,987 warrants outstanding, each exercisable at $1.52 for 0.09692 common shares, expiring on November 6, 2029. The fair value of the warrants was estimated to be $7,196,286 based on the Black-Scholes Option Pricing Model using the following assumptions: share price – $0.61 , expected dividend yield – 0 %, expected volatility – 87 %, risk-free interest rate – 3.12 % and an expected remaining life – 5 years. Expected volatility was estimated by using the average of historical volatility of Devv Holdings and of public traded companies that the Company considers to be comparable. The expected warrant life represents the period of time that warrants granted are expected to be outstanding. The risk-free interest rate is based on Canadian government bonds with a remaining term equal to the expected life of the warrants.
Immediately after the completion of the De-SPAC transaction, the former holders of Devv Holdings’ shares owned 70 % of the shares of the combined entity. As a result of the De-SPAC transaction, the former shareholders of Devv Holdings acquired control of the Company, thereby constituting an RTO of the Company. The RTO was determined to be a purchase of the Company’s net assets by the shareholders of Devv Holdings.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
4.
Reverse takeover (continued)
The De-SPAC transaction was accounted for as a capital transaction of Devv Holdings and equivalent to the issuance of shares by Devv Holdings for the net assets of the Company accompanied by a recapitalization as the Company did not qualify as a business according to the definition of ASC Topic 805, Business Combinations, and met the definition of a non-operating public shell. As a result, the transaction has been accounted for as an asset acquisition with Devv Holdings being identified as the acquirer and the Company being treated as the accounting acquiree with the transaction being measured at the fair value of the equity consideration issued to the Company’s shareholders. Devv Holdings is the continuing entity.
The excess of the fair value of the shares issued over the value of the net monetary assets acquired has been recognized as a reduction in equity.
The purchase price is allocated as follows:
| Fair value of shares retained by former shareholders of the Company ( |
$ | |||
|
Fair value of replacement warrants of the Company
|
||||
|
Total consideration
|
$ | |||
|
Net assets (liabilities) acquired of the Company:
|
||||
|
Cash and cash equivalents
|
$ | |||
|
Accounts payable and accrued liabilities
|
( | ) | ||
|
Promissory note payable (Note 10)
|
( | ) | ||
|
Total net assets (liabilities)
|
$ | ( | ) | |
|
Reduction to additional paid in capital as a result of the recapitalization
|
$ |
Sponsor side letter
In connection with the De-SPAC transaction, Focus Impact Sponsor entered into a sponsor side letter, and agreed to certain transfer and lock-up restrictions of the Company’s common stock, which would terminate upon the earlier of: (i) 360 days after November 6, 2024; (ii) a liquidation, merger, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity for cash, securities or other property; or, (iii) if the Company’s common stock has a closing price of at least $120 per share for any 20 trading days in a 30 -day trading period starting from April 5, 2025. Focus Impact Sponsor also agreed to vote its shares in favor of the RTO.
Registration rights agreement
In connection with the De-SPAC transaction, on November 6, 2024, the Company, Focus Impact Sponsor, and certain historical holders of Devv Holdings securities entered into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the historical holders of Devv Holdings securities and Focus Impact Sponsor were granted customary registration rights with respect to the securities of the Company that they hold.
Indemnification agreements
In connection with the De-SPAC transaction, on November 6, 2024, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses, including attorney’s fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
5.
Carbon credits
Between October 17, 2024 and October 28, 2024, Devv Holdings entered into multiple agreements to acquire carbon credits in return for shares of the Company once the De-SPAC Transaction was completed. On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for these agreements. The fair value of the shares issued was $1,982,424 .
Stop-loss provision
All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following the agreements, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of April 30, 2026 is $1,123,777 , based on the closing market price of the Company’s shares on that date.
Deposit on carbon credits
Consideration paid of $371,403 related to the future delivery of carbon credits is recorded as a deposit on carbon credits, of which $271,403 relate to a contract containing a stop-loss provision. The stop-loss provision related to these contracts has not been recognized. As there is not yet certainty to the delivery of the credits, the obligation to issue additional shares is not probable as at April 30, 2026.
Retirement of carbon credits
On June 20, 2025, the Company entered into an agreement to purchase 16,500 carbon credits from a vendor at a unit price of $6.06 , for a total purchase consideration of $100,000 . Under the terms of the agreement, the vendor is required to retire 50 % of the credits on behalf of the Company within five (5 ) days of payment confirmation and transfer the remainder to the Company. As of April 30, 2026, full consideration of $100,000 has been paid. On August 14, 2025, the vendor retired 50 % of the purchased credits (8,250 credits) on behalf of the Company to offset the Company’s carbon footprints. Accordingly, an environmental expense of $50,000 has been recorded in general and administrative expenses during the nine months ended April 30, 2026. The remaining 8,250 carbon credits have been fully delivered to the Company on January 21, 2026.
Impairment of carbon credits
During the nine months ended April 30, 2026, the Company identified indicators that the NRV of certain carbon credits had declined below their carrying values due to changes in market pricing. As a result, the Company wrote down the affected carbon credits to their NRV. The impairment recognized during the nine months ended April 30, 2026 amounted to $14,706 .
The impairment was recognized as impairment of carbon credits in the consolidated statements of operations and comprehensive loss. The write-down establishes a new cost basis for the impaired carbon credits, which will not be subsequently reversed in future periods, even if market prices recover, in accordance with US GAAP.
6.
Cryptocurrencies
The Company holds cryptocurrency assets and related cash balances with Bitgo Trust Company, Inc., a cryptocurrency exchange which is a South Dakota chartered trust company. These holdings are subject to collateral requirements associated with the Company’s convertible debentures issued to Helena, the proceeds of which were used to fund the Bitgo account (Note 10).
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
6.
Cryptocurrencies (continued)
Under the terms of this financing arrangement, all cryptocurrency and cash maintained with Bitgo are restricted to secure the Helena convertible debt until the fair value of the Company’s cryptocurrency holdings exceeds $20 million (the “Threshold Amount”). Helena also maintains a first preference claim on the Company’s assets until the Threshold Amount is met. Once the Threshold Amount is achieved, only cryptocurrency holdings up to $20 million in a segregated account remain pledged as security; however, as of April 30, 2026, the Threshold Amount had not been met, and all cryptocurrency and cash balances remained fully restricted.
Cryptocurrencies are accounted for as indefinite-lived intangible assets in accordance with ASC 350-60 and are subsequently measured at fair value, with changes in fair value recognized in earnings in accordance with ASC 350-60-35 and ASC 820. Fair value is determined using quoted prices in active markets.
Activity in cryptocurrency holdings during the nine months ended April 30, 2026 was as follows:
| Bitcoin | Solana | USDC | Total | |||||||||||||
|
Balance, August 1, 2025
|
$ | $ | $ | $ | ||||||||||||
|
Purchases
|
||||||||||||||||
|
Sales
|
( | ) | ( | ) | ||||||||||||
|
Staking income earned
|
||||||||||||||||
|
Fair value loss
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Balance, April 30, 2026
|
$ | $ | $ | $ | ||||||||||||
As at April 30, 2026, the Company held 22.229041 BTC and 12,554.44 SOL, with fair values of $76,304.32 per BTC and $83.02 per SOL. The Company also held $79,990 in cash in the Bitgo account (Note 10). All cryptocurrency and cash balances are presented as non-current assets, as management does not expect to liquidate these assets within the next twelve months and the balances are pledged as collateral for long-term debt, in accordance with ASC 210-10-45.
The Company participates in staking activities for Solana. Staked Solana remains recognized as an asset of the Company because delegation to validators does not transfer control of the underlying tokens, and the criteria for derecognition under ASC 350-10-40 are not met. Staking rewards are recognized in earnings when earned and measured at fair value on the date earned. During the period, the Company earned 443.46 SOL, with a total fair value of $55,932 .
On May 28, 2026, the Company received a Notice of Exclusive Control from Helena, in relation to the Helena convertible debt (Note 10), in which Helena asserted an event of default had occurred in relation to a failure to cause a registration statement covering the resale of shares issuable upon conversion of the Helena convertible debt to be declared effective by the Securities and Exchange Commission by the applicable deadline. As such, Helena has instructed Bitgo to exercise control rights over the custodial account and removed the Company’s rights over the custodial account, with the stated intent of liquidation of assets held in the custodial account to be applied against the balance of the Helena convertible debt and asserted liquidated damages. The Company has accrued a default
penalty liability as of April 30, 2026 of $1,159,038 (Note 10) in relation to
the failure to cause a registration statement to be declared effective.
On June 8, 2026, the Company entered into a settlement agreement with Helena in which among others, the Company has agreed to relinquish control over the Bitgo custodial account, with a mutually agreed valuation of $2,600,000 for the cryptocurrency and restricted cash held in the account, which is applied against the Helena convertible debt, with a remaining debt (Note 10) consisting of liquidated damages and penalties remaining outstanding subsequently.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
7.
Investment in associate
On November 6, 2024, the Company received 2,000,000 shares in FCS, in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by the Company represented 50 % of shares outstanding, and the initial balance of investment was determined to be $1,220,000 being the fair value of the shares issued by the Company in consideration for the exchange. As at April 30, 2026, the Company’s share of ownership remained at 50 %. Management assessed that the Company has significant influence over FCS based on its share of ownership, and that the investment should be accounted for using the equity method of accounting.
Summarized financial information of FCS and a reconciliation of the carrying amount of the investment set forth in the condensed consolidated interim balance sheets are set out below:
Summarized balance sheet
| April 30, 2026 | ||||
|
ASSETS
|
||||
|
Cash
|
$ | |||
|
Due from related parties
|
||||
|
Start-up costs, net
|
||||
|
Total assets
|
$ | |||
|
LIABILITIES
|
||||
|
Accounts payable and accrued liabilities
|
$ | |||
|
Convertible notes
|
||||
|
Loan from shareholder
|
||||
|
Total liabilities
|
$ |
Summarized statement of loss
|
For the nine months ended April 30, 2026 |
For the three months ended April 30, 2026 | |||||||
|
Consulting revenue
|
||||||||
|
Operating expenses
|
||||||||
|
General and administrative expenses
|
$ | $ | ||||||
|
Guaranteed payments
|
||||||||
|
Legal and professional fees
|
||||||||
|
Travel
|
||||||||
|
Amortization
|
||||||||
|
Total operating expenses
|
$ | ( | ) | $ | ( | ) | ||
|
Interest expenses
|
( | ) | ( | ) | ||||
|
Net loss
|
$ | ( | ) | $ | ( | ) | ||
|
Company’s ownership
|
% | % | ||||||
|
Company’s share of loss
|
$ | ( | ) | $ | ( | ) |
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
7.
Investment in associate (continued)
A continuity of the Company’s investment in associate is as follows:
|
Balance as at July 31, 2024
|
$ | |||
|
Investment by the Company
|
||||
|
Company’s share of loss
|
( | ) | ||
|
Balance as at July 31, 2025
|
$ | |||
|
Company’s share of loss
|
( | ) | ||
|
Balance as at April 30, 2026
|
$ |
8.
Equity Line of Credit (“ELOC”)
On October 29, 2024, the Company entered into the ELOC Agreement with Helena Global Investment Opportunities I Ltd (“Helena”). Under the ELOC Agreement, the Company will have the right to issue and to sell to Helena from time to time, up to $40,000,000 of the Company’s common shares following the closing of the De-SPAC Transaction and the effectiveness of the registration statement registering the Company’s common shares being sold under the ELOC Agreement (the “Helena Registration Statement”). As a commitment fee in connection with the execution of the ELOC Agreement, 50,000 shares of the Company was issued upon closing of the De-SPAC transaction. Following the closing of the De-SPAC Transaction and the Helena Registration Statement becoming effective, the Company issued to Helena common shares equal to $125,000 divided by the greater of (i) the lowest one-day VWAP during the trading days immediately preceding the effectiveness date of such Registration Statement and (ii) $7.50 . On March 17, 2025, the Company issued 16,666 shares in satisfaction of this obligation.
The Company may require that Helena purchase the Company’s common shares by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of advance it is requesting, which amount may not exceed an amount equal to the lesser of (i) 100 % of the average of the daily value traded of the common shares over the 10 trading days immediately preceding such advance notice, and (ii) $8,000,000 . However, in no event may the number of common shares issuable to Helena pursuant to an advance cause the aggregate number of shares beneficially owned (as calculated pursuant to Section 13 (d) of the Exchange Act) by Helena and its affiliates as a result of previous issuances and sales of common shares to Helena under the ELOC Agreement to exceed 9.99 % of the then outstanding common shares.
On March 18, 2025, the Company and Helena entered into a first amendment to ELOC Agreement, which allows Helena to permit Secondary Advances, as defined in the amendment, as well as to update references to “Common Stock” in the ELOC Agreement to “Common Shares”. On August 4, 2025, the Company and Helena entered into a second amendment to ELOC Agreement, which increased the commitment amount from $40,000,000 to $300,000,000 .
On December 3, 2025, the Company entered a side letter with Helena, amending the terms of the Company’s existing convertible note and ELOC Agreement. The amendment places temporary limits on Helena’s sales of conversion shares, subject to trading-volume conditions, and requires the Company to submit advance notices sufficient to receive at least $7,500,000 in net proceeds under the ELOC prior to February 28, 2026. The Company has not submitted advance notices to receive sufficient net proceeds as of February 28, 2026, as the Company subsequently entered into a binding term sheet for a merger (Note 18), which placed restrictions on further drawdowns of the ELOC by the Company.
As at April 30, 2026, $5,649,011 have been drawn against the ELOC through the issuance of 2,257,700 shares. During the nine months ended April 30, 2026, $2,320,930 has been drawn against the ELOC through the issuance of 1,412,000 shares (Note 14).
On June 3, 2026, the Company terminated the ELOC Agreement with Helena.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
9.
Accounts payable and accrued liabilities
| April 30, 2026 | July 31, 2025 | |||||||
|
Accounts payable
|
$ | $ | ||||||
|
Accrued liabilities
|
||||||||
|
Excise taxes payable
|
||||||||
|
Income taxes payable
|
||||||||
|
Accounts payable, related parties
|
||||||||
|
Accrued liabilities, related parties
|
||||||||
| $ | $ |
10.
Convertible debentures
Devvio Tranche (Related Party Convertible Debt)
On January 12, 2024, the Company closed an unsecured convertible notes offering in the principal amount of $100,000 with Devvio that will bear interest at a rate of 5.3 % per annum, is payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted. The maturity was November 6, 2024. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. Devvio is a related party to the Company through its ownership of the Company’s shares, and one of Devvio’s officers, directors and principal owners was a director of the Company during the year ended July 31, 2024 and until November 7, 2024.
In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows:
•
At a conversion price equal to the greater of (a) $76.50 multiplied by the common conversion ratio as set forth in the BCA (the “Common Conversion Ratio”), and (b) CAD$10.30 . The shares are thereafter exchanged for common shares of the Combined Company at the Common Conversion Ratio.
•
If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.
In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 (270 days from the issuance date of the notes) and the termination of the business combination agreement for the De-SPAC transaction, the principal and accrued interest are convertible into units consisting of one SVS and of a share purchase warrant, at the option of the lender, as follows:
•
At a conversion price equal to the greater of (a) the 30 -day volume weighted average trading price (“VWAP”) of the shares on Cboe Canada stock exchange and (b) CAD$10.30 .
•
Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30 -day VWAP and (b) the floor price of CAD$10.30 . The warrants will expire 2 years after the conversion date.
The conversion price is subject to certain anti-dilution provisions.
At issuance, the Devvio Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liability at issuance was estimated to be $45,000 using the Monte Carlo model.
The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest crystalized such that they are convertible, at the option of the lender, at a conversion price of $11.70 (being $76.50 multiplied by the Common Conversion Ratio). If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.
Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The fair value of the conversion option was remeasured on November 6, 2024 to be $176,000 and was transferred into equity. The fair value was estimated using the Black-Scholes Option Pricing model using the following assumptions: expected dividend yield - 0 %, expected volatility - 275 %, risk-free interest rate - 3.10 % and an expected remaining life - 0.6 years.
On November 12, 2024, the maturity of the Devvio Tranche was extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Devvio Tranche is outstanding as of April 30, 2026, and the Company is in the process of negotiating a further extension.
Focus Impact Partners Convertible Debt (Related Party Convertible Debt)
In the prior year, the Company closed an unsecured convertible notes offering with Focus Impact Partners, LLC (“Focus Impact Partners”). Subsequent to the closing of the De-SPAC transaction, Focus Impact Partners became a related party of the Company as one of the directors of the Company is an officer of Focus Impact Partners. The convertible notes were initially closed on January 12, 2024 and additional advances were added under the same offering. The total initial principal amounts of $550,000 under the original Focus Impact Partners Convertible Debt were received in five installments: $150,000 on November 6, 2023, $150,000 on January 9, 2024, $100,000 on March 28, 2024, $100,000 on April 19, 2024, and $50,000 on June 13, 2024. The debentures will bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction (Note 4) and the debentures are not converted. The maturity date for all advances was November 6, 2024. The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows:
●
At a conversion price equal to the greater of (a) a 25 % discount to the 20 -day VWAP of the shares on the Cboe Exchange multiplied by the Common Conversion Ratio, and (b) $20.00 (the De-SPAC Floor Price”).
●
The shares are thereafter exchanged for common shares of the Company at the Common Conversion Ratio.
●
If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.
In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 (270 days from the issuance date of the notes), or the termination of the BCA with Focus Impact, the principal and accrued interest are convertible into units consisting of one SVS and of a share purchase warrant, at the option of the lender, as follows:
●
At a conversion price equal to the greater of (a) a 25 % discount to the 20 -day VWAP of the shares on the Cboe Exchange calculated on the conversion date and b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $4.75 .
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
●
Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 20 -day VWAP and (b) the floor price defined as the current market price on the date of announcement of the offering which was CAD $4.75 .
●
The warrants will expire 2 years after the conversion date.
The conversion price is subject to certain anti-dilution provisions.
On June 28, 2024, the Company and Focus Impact Partners agreed to amend the Focus Impact Partners Convertible Debt (“the June 2024 Amendment”) such that the De-SPAC Floor Price would be amended from $20.00 to CA$4.75 .
On June 28, 2024, the Company received additional proceeds of $20,000 under the June 2024 Amendment.
On August 19, 2024, October 18, 2024, October 28, 2024 and November 1, 2024, the Company received additional proceeds of $41,500 , $6,500 , $7,650 and $12,000 under the June 2024 Amendment.
The Focus Impact Partners Convertible Debt were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2024 was estimated to be $25,800 as valued using the Monte Carlo model. The total fair value of the derivative liabilities at the various issuance dates for the proceeds received during the year ended July 31, 2025 was estimated to be $65,750 as valued using the Monte Carlo model.
The June 2024 Amendment had no impact on the classification of the convertible debenture and therefore, the conversion feature was considered a derivative before and after the modification. As there was no change to the host instrument cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the host debt as a result of this change.
As the conversion option was bifurcated before and after the modification, the change in the fair value of the conversion feature was recognized as the loss on revaluation of the derivative liabilities through the consolidated statement of operations and comprehensive loss.
The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract.
On November 13, 2024, the Company issued a new $637,150 convertible note bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Focus Impact Partners Convertible Debt”), in exchange for the cancellation of the Focus Impact Partners Convertible Debt as described above (the “November 2024 Amendment”). The principal loan amount and any accrued interest under the New Focus Impact Partners Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20 -day volume weighted average price of the Company’s shares, subject to a floor of $8.67 per share. The Company retains the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $21,129 , were not converted into the New Focus Impact Partners Convertible Debt, and were transferred to accrued liabilities of the Company.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
As a result of the November 2024 amendment, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. As the conversion option was bifurcated before the amendment but not bifurcated after the amendment, a change in the fair value of the conversion option of over 10 % of the of the carrying amount of the original debt without the bifurcation at inception constitutes a substantial change. Immediately prior to the November 2024 Amendment, the value of the conversion feature associated with the Focus Impact Partners Grid Note was $2,250,000 . The fair value of the conversion feature was $59,000 after the November 2024 Amendment as estimated using the Monte Carlo model. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $637,650 was derecognized and the fair value of the new debt of $544,441 (based on a 14 % market yield) was recognized. The fair value of the conversion feature of $59,000 was transferred to equity. As Focus Impact Partners is a related party, the gain on the extinguishment of $93,209 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2.
On March 10, 2026, the Company and Focus Impact Partners entered into a conversion agreement to settle the outstanding New Focus Impact Partners Convertible Debt through the issuance of common shares at a conversion price of $0.9026 per share. At the settlement date, the debt had a carrying value of $999,691 , comprising the fair value of the debt of $1,051,032 less the unamortized discount of $51,341 . As the conversion was effected at a price below the $8.67 floor conversion price provided under the original terms, the Company issued additional shares to induce conversion, and the settlement was accounted for as an induced conversion under ASC 470-20. Upon conversion, the carrying value of the debt of $999,691 was derecognized and reclassified to equity. The Company issued 1,164,450 common shares in settlement, compared to the 121,226 shares issuable under the original conversion terms, resulting in 1,043,224 incremental inducement shares. The fair value of the incremental consideration, measured as 1,043,224 shares at the Company’s share price of $0.7920 on the settlement date, was $826,233 and was recognized as an inducement expense in the statement of operations.
Envviron Tranche (Related Party Convertible Debt)
On April 23, 2024, the Company closed an unsecured convertible note offering in the principal amount of $250,000 with Envviron SAS (a company controlled by a former director of the Company) that will bear interest at a rate of 5.3 % per annum, payable at maturity, subject to acceleration if the Company completes the De-SPAC transaction and the debentures are not converted (“Envviron Tranche”). The maturity date was February 15, 2025. The Company has the right to prepay the whole or any portion of the principal amount, and together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment. The terms of the Envviron Tranche are identical to the original Focus Impact Partners Convertible Debt.
In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest are convertible into SVS of the Company at the option of the lender, as follows:
●
At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20 -day VWAP of the shares on Cboe Canada stock exchange, and (b) $20.00 . The shares are thereafter exchanged for common shares of Focus Impact at the Common Conversion Ratio.
●
If the Company completes the De-SPAC transaction, and the convertible notes are not converted into shares, the maturity date will accelerate and the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.
In the event the Company does not complete a De-SPAC transaction at the later of January 18, 2025 (270 days from the issuance date of the notes) and the termination of the BCA for the De-SPAC transaction, the principal and accrued interest are convertible into units consisting of one SVS and half of a share purchase warrant, at the option of the lender, as follows:
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
●
At a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20 -day VWAP of the shares on Cboe Canada stock exchange and (b) CAD$4.75 .
●
Each warrant will carry the right to purchase a share with an exercise price equal to the greater of (a) a 20 % premium on the 30 -day VWAP and (b) the floor price of CAD$4.75 . The warrants will expire 2 years after the conversion date.
The conversion price is subject to certain anti-dilution provisions.
The Envviron Tranche convertible debentures were determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liability at issuance was estimated to be $2,750 using the Monte Carlo model.
The prepayment option and the accelerated repayment condition were not separately accounted for as they were determined to be clearly and closely related to the host contract.
On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), and accordingly, the conversion terms of the principal amount and accrued interest crystalized such that they are convertible, at the option of the lender, at a conversion price equal to the greater of (a) the price that is a 25 % discount to the 20 -day VWAP of the shares on the NASDAQ, and (b) $20.00 . If the convertible notes are not converted into shares, the principal plus interest will become repayable within 10 days after the closing of the De-SPAC transaction.
Upon the crystallization of the conversion price, the conversion option met the definition of equity under Topic 815 and bifurcation is no longer required. The fair value of the conversion option was remeasured on November 6, 2024 to be $31,000 and was transferred into equity. The fair value was estimated using the Monte Carlo model.
On November 12, 2024, the maturity of the Envviron Tranche are extended to May 30, 2025. As there was no change to the cash flows as a result of this change, the 10% test was not met and therefore, there was no extinguishment of the debt as a result of this change. The Envviron Tranche is outstanding as of April 30, 2026, and the Company is in the process of negotiating a further extension.
Debt Assumed on RTO
Upon the completion of the De-SPAC transaction (Note 4), the Company assumed two unsecured promissory notes amounting to $3,000,000 issued to Focus Impact Sponsor, LLC (the “Focus Impact Sponsor”), a significant shareholder of the Company. The promissory notes were interest-free and had a maturity date on the completion of the De-SPAC transaction (Note 4). Upon the completion of the De-SPAC transaction, $1,500,000 of the promissory notes was convertible into warrants of the Company at a price of $1.00 per warrant. The Company also assumed $345,000 of accrued administrative fees owing to Focus Impact Partners.
On November 13, 2024, the Company issued new convertible notes totaling $3,345,000 , bearing interest of 5.3 % per annum, with a maturity date of November 13, 2026 (“New Convertible Debt”), in exchange for the cancellation of the assumed debt described above.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
The principal loan amount and any accrued interest under the New Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20 -day volume weighted average price of the Company’s shares, subject to a floor of $8.67 per share. The Company has the right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
10.
Convertible debentures (continued)
As the conversion feature was not bifurcated before and after the amendment, a difference in the present value of cash flows under the terms of the new debt instrument of at least 10 % from the present value of the remaining cash flows under the terms of the original debt instrument constitutes a substantial change. The change was assessed to be in excess of 10 %. With the 10 % test being met, extinguishment accounting was applied. The carrying value of the old debt of $3,345,000 was derecognized and the fair value of the new debt of $2,856,042 (based on a 14 % market yield) was recognized. As Focus Impact Partners and the Focus Impact Sponsor are related parties, the gain on the extinguishment of $488,957 was recognized in equity as a capital transaction pursuant to ASC 470-50-40-2.
In connection with the New Focus Impact Partners Convertible Debt and the New Convertible Debt, the Company agreed (i) to grant the Secured Parties a first ranking security interest in all of the carbon credits and similar environmental assets held by the Company, presently existing or hereafter created or acquired, and (ii) to execute and deliver to the Secured Parties a security agreement evidencing the Secured Parties’ security interest (the “Security Agreement”). On December 18, 2024, the Company executed and delivered to the Secured Parties the Security Agreement.
On March 10, 2026, the Company and Focus Impact Sponsor entered into a conversion agreement to settle the outstanding New Convertible Debt through the issuance of common shares at a conversion price of $0.9026 per share. At the settlement date, the debt had a carrying value of $3,053,582 , comprising the fair value of the debt of $3,210,403 less the unamortized discount of $156,821 . As the conversion was effected at a price below the $8.67 floor conversion price provided under the original terms, the Company issued additional shares to induce conversion, and the settlement was accounted for as an induced conversion under ASC 470-20. Upon conversion, the carrying value of the debt of $3,053,582 was derecognized and reclassified to equity. The Company issued 3,556,839 common shares in settlement, compared to the 370,289 shares issuable under the original conversion terms, resulting in 3,186,550 incremental inducement shares. The fair value of the incremental consideration, measured as 3,186,550 shares at the Company’s share price of $0.7920 on the settlement date, was $2,523,748 and was recognized as an inducement expense in the statement of operations.
Additional Focus Impact Partners Convertible Debt (Related Party Convertible Debt)
On March 19, 2025, the Company closed a convertible note offering in the principal amount of $218,000 with Focus Impact Partners that will bear interest at a rate of 5.3 % per annum, with a maturity date of March 19, 2027 (“Additional Convertible Debt”).
The principal loan amount and any accrued interest under the Additional Convertible Debt are convertible into common stock of the Company at the option of the holder at a 25 % discount to the 20 -day volume weighted average price of the Company’s shares. The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
Due to the absence of a floor conversion price, the Additional Convertible Debt was determined to be a financial instrument comprising a host debt component and a conversion feature which is an embedded derivative that required bifurcation. On initial recognition, the embedded derivative was valued first, and the residual value was assigned to the host financial debt component. The fair value of the derivative liabilities at issuance was estimated to be $72,500 as valued using the Monte Carlo model.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
On March 10, 2026, the Company and Focus Impact Partners entered into a conversion agreement to settle the outstanding Additional Convertible Debt through the issuance of 254,045 common shares.
10.
Convertible debentures (continued)
Because the conversion was effected outside the original stated conversion terms, the transaction was accounted for as an extinguishment of debt under ASC 470-50. At the settlement date, the Company derecognized the host debt component with a carrying value of $188,519 (face value of $229,301 net of unamortized discount of $40,781 ) and the related embedded derivative liability, measured at a fair value of $74,000 at the conversion date using the Monte Carlo model. The fair value of the common shares issued in settlement was $201,203 , determined using the Company’s share price of $0.7920 on the settlement date. As the debt was held by a related party, the resulting $61,316 difference between the carrying value of the liabilities extinguished and the fair value of the consideration issued was recognized as a capital transaction within additional paid-in capital in accordance with ASC 470-50-40-2.
Crypto Strategy Convertible Debt
On July 17, 2025, the Company entered into a securities purchase agreement with Helena for the issuance of up to fifty-nine tranches of convertible notes (“Crypto Strategy Convertible Debt”) for a total principal amount of $300,000,000 , with closings of each tranche subject to fulfillment of conditions. Each tranche will have an issuance discount of 8 %, and bear interest at a rate of 8 % per annum, with a maturity date of 18 months from the date of funding. Interest shall be payable by the Company on the first day of each month. At the option of the Company, the interest is payable in cash, through the issuance of additional notes, or under certain situations, through the issuance of common shares. The Crypto Strategy Convertible Debt ranks senior to all outstanding and future indebtedness of the Company. The securities purchase agreement will terminate automatically on July 17, 2027.
The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of the Company at the option of the holder at 95 % of the lowest daily volume weighted average price of the Company’s shares during the 5 preceding trading days, subject to a floor price of $0.07722 , and a cap price of $7.722 .
If the Company issues any debt or equity, the lenders have the option to cause the Company to direct 25 % of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt. The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date. A 10 % prepayment penalty is applied on any repayments prior to the maturity date.
During the period ending on the later of (i) 12 months after the closing date of the initial tranche of the Crypto Strategy Convertible Debt, and (ii) the termination of the securities purchase agreement for the Crypto Strategy Convertible Debt, if the Company offers new securities for sale, the lenders have first refusal to up to 25 % of the new securities being offered.
The proceeds of the Crypto Strategy Convertible Debt are subject to restrictions of use, with 70 % of the net proceeds of the initial tranche, and 75 % of the net proceeds of the subsequent tranches are required to be used to purchase cryptocurrencies. Until such time as the Company’s aggregate acquisition of cryptocurrencies equal or exceeds $20,000,000 (the “Digital Asset Threshold Amount”), the Crypto Strategy Convertible Debt will be secured by a first preference perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and cryptocurrencies purchased with the proceeds of the Crypto Strategy Convertible Debt, as evidenced by a security agreement. Subject to certain exceptions contained in the purchase agreement for the Crypto Strategy Convertible Debt, upon the Company’s achievement of the Digital Asset Threshold Amount, the parties have agreed to amend the terms of the security agreement such that the Company’s obligations shall thereafter be secured exclusively by the cryptocurrencies held in the designated collateral control account.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
As of April 30, 2026, the Crypto Strategy Convertible Debt is secured by up to $20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in cryptocurrencies.
10.
Convertible debentures (continued)
The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account.
On July 17, 2025, the Company closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $10,000,000 , for gross proceeds of $9,200,000 , with a maturity date of January 17, 2027 . The Company also incurred $85,000 in transaction costs in connection with the issuance. $6,405,000 of net proceeds are intended for the purchase of cryptocurrencies. As of April 30, 2026, $79,990 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet and $5,125,100 has been used for purchase of cryptocurrencies (Note 6).
In connection with entering into the Crypto Strategy Convertible Debt, the Company entered into a registration rights agreement (the “RRA”), pursuant to which, the Company agreed to register for resale the common shares that are issuable upon conversion of the Crypto Strategy Convertible Debt. If the registration statement covering the resale of the common shares is not filed or declared effective by certain dates set forth in the RRA, the Company will be required to pay Helena certain amounts as liquidated damages.
On December 3, 2025, the Company received a consent and waiver letter from Helena in relation to a Merger Agreement (Note 14) entered into between the Company and Southern Energy Renewables Inc. (“Southern”), under which Helena agreed to (i) consent to the Company entering into the Merger Agreement; (ii) waive its right to terminate the securities purchase agreement for the Crypto Strategy Convertible Debt in relation to a potential change of control triggered by the execution of the Merger Agreement; (iii) waive its right to cause the Company to utilize 25 % of the aggregate proceeds of any issuances in connection with the Merger Agreement with Southern to repay the Crypto Strategy Convertible Debt.; (iv) waive its right to participate in any stock issuances contemplated by the Merger Agreement; (v) waive the Company’s obligation to deliver any notice of change of control triggered by the execution of the Merger Agreement, and other limited waivers.
On March 5, 2026, the Company and Helena entered into a mutual agreement for an interest waiver on the Crypto Strategy Convertible Debt through the end of May 2026, and to utilize $1,200,000 held as restricted cash in the Bitgo account to partially prepay the debt, inclusive of a 10 % prepayment penalty. The Company assessed the amendment under ASC 470-50 and concluded the modification was not substantial.
Between
March 2026 and April 2026, the Company issued 4,965,908 shares (Note 14)
pursuant to conversion notices issued to the Company by Helena in relation to
the Crypto Strategy Convertible Debt, for the conversion of principal of
$3,188,250 . Further, on April 28, 2026 the Company received an irrevocable conversion
notice to convert principal of $250,000 for 900,756 shares, which are not
issued until May 1, 2026, has been recorded as converted, as of April 30, 2026.
Accordingly, the corresponding carrying value of $3,272,313 in relation to the
Crypto Strategy Convertible Debt is reclassified from convertible debt to
equity.
Subsequent
to April 30, 2026, Helena asserted an event of default under the Crypto
Strategy Convertible Debt and took control of the Bitgo custodial account (Note
6). On June 8, 2026, the Company entered into a settlement agreement with
Helena under which it relinquished the account, and the agreed value of
$2,600,000 was applied against the debt, with a remaining balance of liquidated
damages and penalties outstanding, after further conversions of the Crypto
Strategy Convertible Debt (Note 19). The Company has recorded a default penalty
accrual as of April 30, 2026, as reported below.
Default Penalty on Convertible Debt
Under the terms of the Crypto Strategy Convertible Debt and the RRA, an event of default arising from a failure to secure the effectiveness of a registration statement by the agreed upon deadline entitles
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
the
holder to liquidated damages of 1 % of the outstanding balances per month,
together with interest of 10 % per annum on those liquidated damages, and a
mandatory default amount equal to a 130 % premium on outstanding principal and
interest. The deadline to secure an effective registration statement was
November 8, 2025. The Company’s failure to secure an effective registration statement
was a condition that existed as of April 30, 2026. Helena’s assertion of
default in May 2026 (Note 19) and the related settlement in June 2026 (Note 19)
demonstrated that the loss was probable and reasonably estimable as of April
30, 2026.
Accordingly, in accordance with ASC 450-20, the Company recognized a provision for default penalties of $1,159,038 as of April 30, 2026, comprising liquidated damages and related interest of $456,642 and a default premium of $702,396 . The Company concluded that the 5 % default interest otherwise provided for was not applicable in light of an interest holiday granted by Helena, and that no liability for conversion-failure liquidated damages existed as of April 30, 2026 as the relevant condition had not arisen at that date.
Waiver Fee Note
On February 10, 2026, the Company issued a $250,000 convertible promissory note (the “Waiver Fee Note”) to Helena pursuant to a debt conversion side letter. The Waiver Fee Note was issued as consideration for Helena’s commitment to convert a minimum of $9,000,000 of principal and accrued interest under the Crypto Strategy Convertible Debt by May 10, 2026, and no cash proceeds were received by the Company on issuance. The Waiver Fee Note bears interest at 8 % per annum, computed on the basis of a 360-day year of twelve 30-day months, and matures on January 17, 2027 .
As no cash or other consideration was received by the Company and the Waiver Fee Note was issued solely to induce Helena’s conversion commitment, the $250,000 principal amount was recognized as an inducement expense on issuance, with a corresponding convertible debt liability. The note was issued at its face amount with no original issue discount and no transaction costs; accordingly, its effective interest rate equals the contractual rate of 8 % and its net carrying value equals its gross carrying value, with no accretion recognized in any period. Consistent with the assessment of the Crypto Strategy Convertible Debt, the conversion feature attached to the Waiver Fee Note is not bifurcated.
A continuity of the Company’s convertible debentures is as follows:
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|
( |
) | ||
|
Extinguishment
|
( |
) | ||
|
Assumed on RTO
|
||||
|
Balance as at July 31, 2025
|
$ | |||
|
Issuance
|
||||
|
Repayment
|
( |
) | ||
|
Accretion
|
||||
|
Interest
|
||||
|
Conversion
|
( |
) | ||
|
Extinguishment
|
( |
) | ||
|
Balance as at April 30, 2026
|
$ |
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
10.
Convertible debentures (continued)
Breakdown of the Company’s convertible debentures is as follows:
|
April 30, 2026
|
July 31, 2025
| |||||||
|
Convertible debentures, short-term, related party
|
$ | $ | ||||||
|
Convertible debentures, long-term, related party
|
||||||||
|
Convertible debentures, short-term
|
||||||||
|
Convertible debentures, long-term
|
||||||||
| $ | $ |
The face value of the convertible debentures as of April 30, 2026 was $5,245,298 .
Below is a continuity of the embedded derivative liabilities:
|
Balance as at July 31, 2024
|
$ | |||
|
Derivative liability component
|
||||
|
Change in fair value of derivative liabilities
|
( | ) | ||
|
Transferred to equity
|
( | ) | ||
|
Balance as at July 31, 2025
|
$ | |||
|
Change in fair value of derivative liabilities
|
||||
|
Transferred to equity
|
( | ) | ||
|
Balance as at April 30, 2026
|
$ |
In connection with the issuance of the convertible debentures during the year ended July 31, 2025, the Company incurred $85,000 in directly attributable transaction costs, which are allocated to the convertible debenture.
In connection with the issuance of the convertible debentures during the year ended July 31, 2024, the Company incurred $40,227 in directly attributable transaction costs. $36,484 was allocated to the host financial liability, $3,743 was allocated to the embedded derivative and recorded immediately in the consolidated statement of operations as general and administrative expenses.
The key inputs used in the Monte Carlo model for the derivative liabilities were as follows:
|
At initial measurement (for the year ended July 31, 2025) |
As at July 31, 2025 |
As at March 10, 2026 (extinguishment date) | |||||||
|
Probability of De-SPAC Transaction closing
|
|
N/A | N/A | ||||||
|
Risk-free interest rate
|
|
% | % | ||||||
|
Expected term (years)
|
|
||||||||
|
Expected annual volatility for the Company
|
|
% | % | ||||||
|
Expected annual volatility for Focus Impact
|
|
N/A | N/A | ||||||
|
Common conversion ratio
|
|
N/A | N/A | ||||||
|
Foreign exchange rate
|
|
N/A | N/A |
As at April 30, 2026, the conversion options attached to the Devvio Tranche, the Focus Impact Partners Convertible Debt, the Envviron Tranche, and the New Convertible Debt meet the definition of equity under Topic 815 and are accordingly no longer presented as derivative liabilities. Only the conversion option attached to the Additional Convertible Debt is presented as derivative liabilities, which has been transferred to equity upon extinguishment of the Additional Convertible Debt.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
11.
Promissory Note
On March 6, 2026, the Company issued a non-interest-bearing promissory note (the “Note”) to Helena with the principal amount of $700,000 . The Note is unsecured, matures on March 6, 2027 , and may be prepaid in whole or in part at any time without penalty. The Company received cash proceeds of $700,000 on March 10, 2026.
As the Note is non-interest-bearing, the Company imputed interest in accordance with ASC 835-30 and recorded the Note at its present value at issuance of $595,759 , determined by discounting the face amount at an imputed market rate of 17.50 % per annum. The resulting discount of $104,240 is amortized to interest expense over the term of the Note using the effective interest method. A deferred financing benefit of the same amount is recognized as a current liability, which will be amortized over the term of the Note to offset imputed interest expense on the Note.
During the nine months ended April 30, 2026, the Company made partial repayments of $84,745 against the face value of the Note through drawdowns under its ELOC (Note 8) and recognized imputed interest expense of $14,157 . As at April 30, 2026, the Note had a face value of $615,255 , an unamortized discount of $78,773 , and a net carrying value of $536,482 , which is classified as a current liability.
12.
Warrant liabilities
Impact of Change in Functional Currency on August 1, 2024
As at July 31, 2024, the Company had 132,811 warrants outstanding. The exercise price of these warrants is denominated in CAD. Due to the change in functional currency of the Company, a total of 121,995 warrants which were issued in connection with the Company’s reverse merger on November 4, 2022 and for private placements with an initial carrying value of $1,836,666 were reassessed to be derivative liabilities. The fair value of the warrants upon the change in classification on August 1, 2024 of $454,571 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 105 %, risk-free interest rate – 3.49 % and an expected remaining life – 0.7 years. The fair value of these warrants is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the warrant liabilities on August 1, 2024 was $1,382,096 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity.
Changes to warrant liability during the nine months ended April 30, 2026
As at April 30, 2026, the fair value of the liability classified warrants were remeasured at $431,270 using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 3.13 % and an expected remaining life of 3.49 years. The Company recognized ($5,195,203 ) as a change in fair value for the nine months ended April 30, 2026.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
12.
Warrant liabilities (continued)
The following is a continuity of the Company’s derivative warrant liabilities:
|
Balance as at July 31, 2024
|
$ | |||
|
Warrants fair value upon change in functional currency (Note 2)
|
||||
|
Warrants issued upon De-SPAC transaction (Note 4)
|
||||
|
Warrants to be issued (mandatory convertible debentures)
|
||||
|
Change in fair value of warrant liabilities (exercised warrants)
|
||||
|
Change in fair value of warrant liabilities (expired warrants)
|
( | ) | ||
|
Fair value of warrants exercised
|
( | ) | ||
|
Change in fair value of warrant liabilities
|
( | ) | ||
|
Balance as at July 31, 2025
|
$ | |||
|
Change in fair value of warrant liabilities
|
( | ) | ||
|
Balance as at April 30, 2026
|
$ |
13.
Stock option liabilities
Impact of listing on the NASDAQ on November 6, 2024
As at November 6, 2024, the Company had 62,772 stock options outstanding. The exercise price of these stock options is denominated in CAD. Due to the listing of the Company on the NASDAQ (Note 4) and commencement of trading of shares in the United States dollars, exemptions available under ASC 718-10-25-14 to classify stock options with strike prices in foreign currencies as equity were no longer met and all stock options outstanding were reassessed to be derivative liabilities. The fair value of the stock options upon the change in classification on November 6, 2024 of $330,090 , was remeasured using the Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 97 %, risk-free interest rate – 3.12 % and an expected remaining life – 5.96 years. The fair value of these options is classified as Level 2 in the fair value hierarchy. The difference between the previous carrying value which was initially recorded as equity and the fair value of the option liabilities on August 1, 2024 was $1,381,715 . Pursuant to ASC 815-40-35-9, the difference is recognized within equity.
Changes to stock option liability during the nine months ended April 30, 2026
As at April 30, 2026, the fair value of the liability classified stock options were remeasured at $6,735 using Black-Scholes option pricing model, with the following assumptions (weighted average): expected dividend yield - 0 %, expected volatility - 150 %, risk-free interest rate – 3.30 % and an expected remaining life of 4.48 years. The Company recognized ($126,730 ) as a change in fair value for the period ended April 30, 2026, which is presented within salaries and wages.
The following is a continuity of the Company’s derivative stock option liabilities:
|
Balance as at July 31, 2024
|
$ | |||
|
Stock options fair value upon change De-SPAC transaction (Note 4)
|
||||
|
Change in fair value of stock option liabilities
|
( | ) | ||
|
Balance as at July 31, 2025
|
$ | |||
|
Change in fair value of stock option liabilities
|
( | ) | ||
|
Balance as at April 30, 2026
|
$ |
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital
(a)
Authorized
The Company is authorized to issue an number of common stock without par value.
The Company is authorized to issue an number of preferred stock, issuable in series in accordance with the Business Corporations Act of Alberta, Canada.
(b)
Shares issued
Shares issued during the nine months ended April 30, 2026
In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena (Note 8) for gross proceeds of $756,600 .
In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena (Note 8) for gross proceeds of $821,238 .
On December 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Southern and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company. The transaction contemplates (i) a domestication of the Company into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70 % of the Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern. The Merger Agreement has been automatically terminated as of May 12, 2026 pursuant to its terms, with mutual agreement between the Company and Southern. The Company and Southern instead entered into a business combination agreement (“XCF BCA”) on April 13, 2026 for a three-party merger among the Company, Southern, and XCF Global Inc. (“XCF”) (Note 18).
Concurrent with signing the Merger Agreement with Southern, the Company entered into a Securities Purchase Agreement with EEME Energy SPV I LLC (“EEME”) pursuant to which the Company issued 128,370 shares of its common stock for aggregate gross proceeds of $2,000,004 in a private placement transaction at a price of $15.58 per share. The Company also agreed to register the resale of such shares and the shares issuable to Southern shareholders following the closing of the merger.
In January 2026, the Company issued 500,000 shares in accordance with the ELOC Agreement with Helena (Note 8) for gross proceeds of $630,100 .
On March 13, 2026, the Company issued 4,721,289 shares in accordance with a conversion agreement with Focus Impact Partners and Focus Impact Sponsor entered into on March 10, 2026 (Note 10) for the extinguishment of the New Focus Impact Partners Convertible Debt, and the Debt Assumed on RTO, at an agreed conversion price of $0.9026 . The Company recognized in equity the carrying value on extinguishment date of the convertible debts of $4,053,273 , along with an inducement expense of $3,349,981 which represented the fair value of 4,229,774 shares that would have otherwise not been issued under the original conversion terms (with a floor conversion price of $8.67 ). The Company also issued 254,045 shares with fair value of $201,203 to Focus Impact Partners in accordance with the conversion agreement for extinguishment of the Additional Focus Impact Partners Convertible Debt (Note 10), which had a carrying value of $188,519 , and an associated derivative liability having a carrying value of $74,000 . The Company recognized the gain on settlement of $61,316 in equity as the transaction is more akin to a capital transaction per ASC 470-50-40-2, to reflect the Focus Impact Sponsor undertaking the settlements in its capacity as a significant shareholder of the Company.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(b)
Shares issued (continued)
On March 13, 2026, the Company also issued 1,107,910 shares with fair value of $877,465 in accordance with the same conversion agreement in settlement of an accrued liability of $1,000,000 owed to Focus Impact Partners in relation to a strategic consulting agreement (Note 18). The Company recognized the gain on settlement of $122,535 in equity as the transaction is more akin to a capital transaction per ASC 470-50-40-2, to reflect the Focus Impact Sponsor undertaking the settlements in its capacity as a significant shareholder of the Company.
Between March 2026 and April 2026, the Company issued 4,965,908 shares pursuant to conversion notices issued to the Company by Helena in relation to the Crypto Strategy Convertible Debt (Note 10), for the conversion of principal of $3,188,250 . Further, on April 28, 2026 the Company received a conversion notice to convert principal of $250,000 for 900,756 shares, which are not issued until May 1, 2026. Accordingly, the corresponding carrying value of $3,272,313 in relation to the Crypto Strategy Convertible Debt is reclassified from convertible debt to equity.
In April 2026, the Company issued 201,000 shares in accordance with the ELOC Agreement with Helena (Note 8) for gross proceeds of $112,992 .
Shares issued during the nine months ended April 30, 2025
On September 5, 2024, the Company issued 1,596 shares with a fair value of $47,904 in settlement of accounts payable in the amount of $39,527 and recognized a loss on the settlement of $8,377 .
In October 28, 2024, the Company issued 2,244 shares with a fair value of $49,500 for the conversion of the mandatory convertible debentures (Note 10).
On October 29, 2024, the Company issued 9,176 shares for the exercise of 600,000 share purchase warrants, at an exercise price of CAD$13.08 per share for gross proceeds of $86,237 . The fair value of the warrants was $303,492 .
On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), with each of former Devv Holdings shares converted to securities of the Company on a 1 to 0.152934 basis. All disclosures in these financial statements on number of shares have been accordingly converted on the same basis. 515,920 shares with a fair value of $3,147,117 were retained by former shareholders of the Company as consideration for the De-SPAC transaction.
On November 6, 2024, upon completion of the De-SPAC transaction (Note 4), the Company also issued:
●
●
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(b)
Shares issued (continued)
●
●
●
On November 13, 2024, the Company issued 55,729 shares with a fair value of $585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement (Note 18).
On December 27, 2024, the Company issued 41,247 shares with a fair value of $317,608 in settlement of accounts payable and accrued liabilities with various vendors of the Company, in the amount of $1,225,000 , and recognized a gain on settlement of $907,392 .
On March 17, 2025, the Company issued 16,666 shares with a fair value of $58,333 in accordance with the ELOC Agreement with Helena (Note 8) in satisfaction of the $125,000 commitment (Note 18) upon the effectiveness of the Helena Registration Statement.
In March 2025, the Company issued 160,600 shares in accordance with the ELOC Agreement with Helena (Note 8) for gross proceeds of $481,530 .
Series A Preferred Stock Subscription during the nine months ended April 30, 2026
On February 11, 2026, the Company entered into a confidential binding term sheet with EEME for the issuance of Series A Non-Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) of the Company for up to $5,000,000 , with non-refundable initial deposits advanced to the Company to be applied against the aggregate purchase price of the preferred stock upon closing of the transaction. Pursuant to the term sheet, the Series A Preferred Stock is to have non-cumulative dividends, perpetual, no mandatory redemption, maturity, sinking fund, or repurchase obligations, and will be convertible into common stock of the Company at a price to be determined in definitive documents. The use of proceeds was stated to be 100 % towards the Company’s investment in equity and/or debt securities of Southern.
As of April 30, 2026, the Company had received an aggregate of $900,000 in Series A Preferred Stock Subscription from EEME, and correspondingly advanced $900,000 to Southern, which has been classified as long-term advances pending definitive agreement among parties the form of the Company’s investment in Southern.
On June 3, 2026, the Company entered into a binding term sheet with EEME regarding the same issuance of the Series A Preferred Stock, which included (i) an amendment of investment amount to up to $6,000,000 , (ii) reserving $1,000,000 of proceeds for general working capital purposes with the balance being 100 % funded for the Company’s investment in Southern, and (iii) including verbiage for potential conversion of the Series A Preferred Stock into common stock of XCF, should the transaction contemplated by the XCF BCA be consummated. The Company has, as of the date hereof, entered
into a definitive agreement related to this term sheet.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(c)
Share purchase warrants
The continuity of share purchase warrants is as follows:
| Number of warrants | Weighted Average Exercise price | Remaining life (Years) | ||||||||||
| Balance, July 31, 2024 | $ | |||||||||||
| Issued on RTO (Note 4) | $ | - | ||||||||||
| Exercised | ( | ) | $ | - | ||||||||
| Expired | ( | ) | $ | - | ||||||||
| Balance, July 31, 2025 | $ | |||||||||||
| Issued | $ | - | ||||||||||
| Balance, April 30, 2026 | $ |
As at April 30, 2026, the following share purchase warrants were outstanding:
| Number of warrants outstanding | Exercise price | Expiry date | |||
| | CAD$ | | |||
| | $ | | |||
| | $ | N/A | |||
| |
* Each warrant exercisable for 0.09692 common stock.
Except for 250,025 pre-funded warrants issued during the nine months ended April 30, 2026, all other warrants outstanding are liability classified (Note 12).
On April 27, 2026, the Company entered into a securities purchase agreement with Helena, pursuant to which the Company issued to Helena Partners Inc. 250,025 pre-funded warrants for gross proceeds of $250,000 ($0.9999 per pre-funded warrant). Each pre-funded warrant is immediately exercisable upon issuance, has no expiration date, and is exercisable for one share of common stock of the Company at a nominal exercise price of $0.0001 .
The Company has a commitment to issue 1,122 warrants with an exercise price of CAD$67.30 as of April 30, 2026.
Of the 22,699,987 warrants issued on the RTO, 11,200,000 were to replace former SPAC public warrants (“Public Warrants”), and 11,499,987 were to replace former SPAC private warrants (“Private Warrants”, together with Public Warrants, “SPAC Warrants”). Each SPAC Warrant is exercisable at $1.52 for 0.09692 shares of common stock.
In connection with the Initial Business Combination, the Company assumed the agreements for the SPAC Warrants between the Company’s predecessor, Focus Impact Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent, and entered into such amendments thereto as were necessary to give effect to the provisions of the BCA, and each SPAC Warrant then outstanding and unexercised automatically without any action on the part of its holder was converted into a warrant of the Company.
Each replacement warrant is subject to the same terms and conditions, including exercisability terms, as were applicable to the corresponding SPAC Warrants immediately prior to the Initial Business Combination, except to the extent of such terms or conditions that are rendered inoperative by the Initial Business Combination. Accordingly, following the Initial Business Combination:
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(c)
Share purchase warrants (continued)
●
each replacement warrant will be exercisable solely for the Company’s common shares;
●
the number of the Company’s common shares subject to each replacement warrant will be equal to the number of Class A common shares subject to the applicable SPAC Warrant (subject to amendments as set forth in the agreement to the SPAC Warrants)
●
the per share exercise price for the Company’s common shares issuable upon exercise of such replacement warrant will be equal to the per share exercise price for the Class A Common Shares subject to the applicable SPAC Warrant, as in effective prior to the Initial Business Combination (subject to amendments as set forth in the agreement to the SPAC Warrants)
Public Warrants
The Company had agreed that as soon as practicable, but in no event later than business days after the closing of the Initial Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60
If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the lessor of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Private Warrants
The Private Warrants are not redeemable by the Company so long as they are held by Focus Impact Sponsor or its permitted transferees. Focus Impact Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(c)
Share purchase warrants (continued)
Company’s right to redemption of warrants
The Company may redeem the outstanding Public Warrants under the following conditions, while a registration statement covering the common stock issuable upon exercise of the warrants is effective, upon a minimum of 30
(1)
Redemption at a price of $0.01 per warrant
If common stock is trading at a price in excess of $23.90 (“Upper Redemption Trigger”) for any 20 trading days within a 30 -day period ending trading days before the Company sends a notice of redemption to the warrant holders.
(2)
Redemption at a price of $0.10 per warrant
If the common stock is trading in excess of $13.20 (“Lower Redemption Trigger”) for any 20 trading days within a 30 -day period ending trading days before the Company sends a notice of redemption to the warrant holders.
Concurrently, if the common stock is trading at a price of less than the Upper Redemption Trigger for any 20 trading days within a 30 -day period ending trading days before the Company sends a notice of redemption to the warrant holders, the Private Warrants must also be concurrently called for redemption on the same terms as the Public Warrants.
Adjustments to exercise price of SPAC Warrants
The terms of the SPAC Warrants provided for an adjustment of the exercise price if the Initial Business Combination issued shares at a price (“Newly Issued Price”) below $92.00 per share, the aggregate gross proceeds from such issuances represent more than 60 % of total equity proceeds, and the 20 -day VWAP of the Company’s shares upon Initial Business Combination (“Market Value”) is below $92.00 .
In such event, the exercise price will be adjusted to be 115 % of the higher of the Market Value and the Newly Issued Price (“Reference Price”); the Upper Redemption Trigger will be adjusted to be 180 % of the Reference Price ; and the Lower Redemption Trigger will be adjusted to the Reference Price.
On December 6, 2024, the Company determined the Newly Issued Price was $13.20 ; and the Market Value was $9.40 . Accordingly, the Reference Price was set at $13.20 . The Company accordingly issued a notice of warrant adjustment to holders of SPAC Warrants, effecting the following adjustments in accordance with the terms of the SPAC Warrants:
●
Adjustment to the exercise price of the SPAC Warrants to $1.52 per 0.09692 share of the common stock of the Company, being 115 % of Reference Price;
●
Adjustment of the Upper Redemption Trigger to $23.90 per share of the common stock of the Company, being 180 % of Reference Price;
●
Adjustment of the Lower Redemption Trigger to $13.20 per share of the common stock of the Company, being the Reference Price
The number of SPAC Warrants outstanding is not impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split of the Company. Correspondingly, the exercise price is also not adjusted. Instead, the number of shares each SPAC Warrant is exercisable into is adjusted to account
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(c)
Share purchase warrants (continued)
for such adjustments. Upon the RTO, the number of shares each SPAC Warrant is exercisable into (“Exercise Ratio”) is reduced from 1 to 0.9692 . Upon reverse stock-split in August 2025, the Exercise Ratio is further reduced to 0.09692 .
As set forth in the warrant agreement for the SPAC Warrants, the SPAC Warrants are not exercisable for any fractional shares. If, by reason of any adjustment made pursuant to the terms of the SPAC Warrants, the holder would be entitled to a fractional interest in a shares upon exercise of such SPAC Warrant, the Company shall round down to the nearest whole number of common shares to be issued to such holder upon exercise.
(d)
Stock options
The continuity of the Company’s stock options is as follows:
|
Number of stock options |
Weighted average exercise price | |||||||
|
Outstanding, October 31, 2024 and July 31, 2024
|
$ | |||||||
|
Forfeited
|
( | ) | $ | |||||
|
Granted
|
$ | |||||||
|
Cancelled
|
( | ) | $ | |||||
|
Outstanding, July 31, 2025
|
$ | |||||||
|
Forfeited
|
( | ) | $ | |||||
|
Outstanding, April 30, 2026
|
$ | |||||||
|
Exercisable, July 31, 2025
|
$ | |||||||
|
Exercisable, April 30, 2026
|
$ |
As at April 30, 2026, the weighted average remaining contractual life of outstanding options is 4.20 years (July 31, 2025 – 4.90 years).
As at April 30, 2026, the following stock options were outstanding and exercisable:
| Number of options outstanding | Exercise price | Expiry date | Number of options exercisable | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | $ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | CAD$ | | | ||||
| | |
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
14.
Share capital (continued)
(d)
Stock options (continued)
Share-based compensation – Stock options
Share-based payments relating to the vesting of stock options for the nine months ended April 30, 2026 was $35,943 (2025 - $52,856 ) and is recorded as salaries and wages on the consolidated statement of operations.
As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, 58,644 stock options outstanding are liability classified (Note 13).
As of April 30, 2026, the total intrinsic value of stock options outstanding and exercisable was $Nil and $Nil , respectively. The intrinsic value of outstanding stock options is based on the Company’s closing stock price on April 30, 2026.
(e)
Restricted stock units (“RSUs”)
The continuity of the Company’s RSU’s is as follows:
| Number of RSUs | ||||
|
Outstanding, July 31, 2024
|
||||
|
Granted
|
||||
|
Forfeited
|
( | ) | ||
|
Outstanding, July 31, 2025
|
||||
|
Forfeited
|
( | ) | ||
|
Outstanding, April 30, 2026
|
As at April 30, 2026, the following RSUs were outstanding and vested:
|
Number of RSUs
outstanding
|
Grant date |
Number of RSUs Vested | |||
| |
November 30, 2021 | | |||
| |
December 24, 2021 | | |||
| |
March 1, 2022 | | |||
| |
March 14, 2022 | | |||
| |
July 30, 2024 | | |||
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March 26, 2025 | | |||
| |
|
Share-based compensation – RSU’s
Share-based payments relating to the vesting of RSUs for the nine months ended April 30, 2026 was $86,478 (2025 - $245,705 ) and is recorded as salaries and wages on the consolidated statement of operations.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
15.
Related party transactions and balances
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
At April 30, 2026, the Company had amounts owing and accrued liabilities of $34,271 (July 31, 2025 - $794,990 ) payable to directors and officers of the Company for salaries, expense reimbursements and professional fees. These amounts are non-interest bearing and have no terms of repayment.
During the nine months ended April 30, 2026, the Company incurred wages and management fees of $354,915 and $132,600 , respectively, to officers of the Company. Share based compensation incurred to officers and directors of the Company amounted to $87,154 .
16.
Financial instruments
As at April 30, 2026, the Company’s financial instruments consist of cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, deposit on carbon credits purchase, long term advance, accounts payable and accrued liabilities, convertible debentures, default penalty liability on convertible debt, warrant liabilities, stock option liabilities, stop loss provision liabilities and derivative liabilities. The Company classifies cash, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase as financial assets held at amortized cost. The Company classifies accounts payable and accrued liabilities as financial liabilities which are held at amortized cost. The Company’s warrant liabilities, stock option liabilities, stop loss provision liabilities and default penalty liability on convertible debt are carried at FVTPL. The Company’s convertible debentures are hybrid instruments where the debt host component is held at amortized cost and the embedded derivative was measured at FVTPL, until upon their amendments (Note 10), or the completion of the De-SPAC transaction (Note 4) of the Company, when they met the criteria for equity classification and were transferred to equity.
The Company’s derivative liabilities are level 3 financial instruments and its warrant liabilities and stock option liabilities are Level 2 instruments. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The unobservable inputs used for valuation of the mandatory convertible debentures and derivative liabilities included volatility and probability of De-SPAC transaction. Any significant changes in unobservable inputs could result in significantly lower or higher fair value measurements.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
16.
Financial instruments (Continued)
The risk exposure arising from these financial instruments is summarized as follows:
(a)
Credit risk
The Company’s financial assets are cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, deposit on carbon credits purchase, and long term advance. The Company’s maximum exposure to credit risk, as at period end, is the carrying value of its financial assets, being $1,862,703 . The Company holds its cash with a major financial institution and with a publicly traded payment processing company therefore minimizing the Company’s credit risk.
(b)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity by maintaining adequate cash balances and by raising equity financings. The Company has no assurance that such financings will be available on favorable terms. In general, the Company attempts to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.
As at April 30, 2026, the Company had cash of $201,132 to settle the cash settled obligation of current liabilities of $16,530,070 which fall due for payment within twelve months of the balance sheet date. All of the Company’s cash settled obligations are current and due within one year .
(c)
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. At April 30, 2026, the Company has minimal exposure to these risks.
17.
Segmented information
The Company operates in one
18.
Commitments and contingencies
●
On September 12, 2023, the Company amended its existing strategic partnership agreement with Devvio, a related party. The Company has committed to making specific payments to Devvio. They will provide a minimum advance of $1,000,000 by August 1, 2024, followed by $1,270,000 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. On July 8, 2024, the parties further amended the agreement such that the minimum advances extended by one year and are now due as follows: $1,000,000 by August 1, 2025, followed by $1,270,000 1,000,000 in any year, Devvio has the right to terminate the Strategic Partnership Agreement. The agreement is amended on October 28, 2025 to eliminate the aforementioned payment obligations.
●
On February 16, 2024, the Company entered into a licensing agreement with Greenlines Technology Inc. for the use of certain technologies. The Company has agreed to pay $42,000 within 15 days of the closing of the BCA. Such amount was paid on November 26, 2024. Commencing January 1, 2025, the Company has agreed to pay an annual fee of $12,000 of the first day of each calendar year for the use of the technology. The amounts due on January 1, 2025 were paid on January 9, 2026. The Company has accrued $4,000 in connection with the annual fee payable as of April 30, 2026.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
18.
Commitments and contingencies (Continued)
●
On November 13, 2024, the Company entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide the Company with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000 , which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December 31, 2023. Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) the Company has successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) the Company has 2 or more consecutive quarters of positive cash flow from operations. As of April 30, 2026, the first condition has been met through equity and debt raises. DevvStream Corp. will pay the Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction. On March 13, 2026, the Company issued 1,107,910 shares to Focus Impact Partners (Note 14) in settlement of $1,000,000 of such accrued consulting fees. The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement.
●
Holders of the Company’s common stock, including Focus Impact Sponsor and historical holders of Devv Holdings, as well as holders of SPAC Warrants are entitled to registration rights pursuant to registration rights agreements signed prior to the RTO, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases, including redemptions, of stock by publicly traded domestic corporations in the U.S. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for the purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. During 2024, the IRS issued final regulations with respect to the timing and payment of excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its obligations with respect to this provision of the IR Act. As the Company was formerly a special purposes acquisition corporation, redemption of shares by shareholders took place prior to the Initial Business Combination. The Company accrued $2,410,973 in excise taxes payable (Note 9), however has not made a payment as of April 30, 2026. If the Company is unable to pay its obligations in full, it may be subject to additional interest and penalties which are currently estimated at 10 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
18.
Commitments and contingencies (Continued)
●
On October 28, 2025, in accordance with an amendment to the strategic partnership agreement with Devvio, a related party, the Company agreed to purchase DevvE tokens annually in the amount of $1,000,000 in 2025, and $1,270,000 10 -day VWAP price (the “Purchase Price”). In connection with the purchases, the Company will also receive warrants to acquire additional DevvE tokens equal to 25 % of the Purchase Amounts, exercisable at the same Purchase Price, for 3 years from each purchase date. The Company has yet to purchase the DevvE tokens as of April 30, 2026.
●
On January 15, 2026, the Company executed a binding term sheet with Fayafi to establish a jointly governed special purpose vehicle expected to be formed within 90 days. The platform is intended to scale to approximately $100 million in capital commitments by the end of 2027 and will focus on investments in decarbonization and environmental infrastructure. Profits are expected to be distributed 80 % to Fayafi and 20 % to the Company, and the Company expects to receive a one-time setup fee and ongoing consulting fees once capital deployment begins. As of the date of issuance of these financial statements, the SPV has not yet been formed, and no capital has been committed or deployed.
●
On January 26, 2026, the Company entered into a binding term sheet with XCF Global, Inc. and Southern to pursue a proposed three-party merger. The contemplated transaction would combine the parties into an integrated platform focused on sustainable aviation fuel (“SAF”), environmental attribute monetization, and related low-carbon fuel initiatives. The term sheet establishes a framework for negotiating definitive agreements, which remain subject to further negotiation and approval by the respective boards of directors. A definitive merger agreement was executed on April 13, 2026. Pursuant to the terms of the XCF BCA, each share of common stock issued and outstanding of the Company is expected to be exchanged for a number of common stock of XCF such that the common stockholders of the Company, inclusive of shares issuable upon full conversion of convertible notes outstanding to Helena, will represent 10 % interest in XCF, post-transaction, and the Company will become a wholly-owned subsidiary of XCF. Existing stockholders of XCF and Southern are expected to receive 66.7 % and 23.3 % of the interest in XCF, post-transaction, respectively. The Company is expected to designate 1 of 7 directors of XCF, post-transaction. As of the date of issuance of these financial statements, the transaction contemplated by the XCF BCA has not been consummated. Accordingly, no amounts have been recognized in the accompanying condensed consolidated financial statements related to this proposed transaction.
●
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At April 30, 2026, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations. There are also no proceedings in which any of the Company’s directors, officers or affiliates is an adverse party or has a material interest adverse to the Company’s interest.
19.
Subsequent events
Nasdaq Continued Listing Requirements
As previously reported, the Company received notices from Nasdaq regarding its non-compliance with Nasdaq’s continued listing requirements, including the minimum net income requirement under Listing Rule 5550(b) and the minimum bid price requirement under Listing Rule 5450(a)(1). Nasdaq granted the Company an extension until May 18, 2026 to regain compliance with the minimum net income requirement. In addition, because the Company had effected a reverse stock split during the prior one-year period, it was not eligible for an additional compliance period with respect to the minimum bid price requirement. The Company requested a hearing before the Nasdaq Hearings Panel, which was held on May 19, 2026.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
19.
Subsequent events (continued)
Subsequent to April 30, 2026, on May 20, 2026, the Company received formal notification from Nasdaq that it had not regained compliance with the minimum net income requirement. Nasdaq indicated that the Nasdaq Hearings Panel will consider this deficiency, together with the Company’s non-compliance with the minimum bid price requirement, in determining whether the Company’s common shares may continue to be listed on Nasdaq. In connection with the Panel’s review, the Company provided supplemental written submissions to Nasdaq on May 22, 2026 and June 10, 2026. The Company is currently awaiting a decision from the Panel. There can be no assurance that the Company will regain compliance or maintain the listing of its common shares on Nasdaq.
Issuance of shares
Pursuant to the convertible promissory note dated July 18, 2025 held by Helena (Note 10), the Company issued 8,986,320 common shares between May 1, 2026 and May 5, 2026 in conversion of $2,400,000 of outstanding principal, at conversion prices ranging from $0.2659 to $0.2776 per share.
Pursuant to the ELOC Agreement dated October 29, 2024 with Helena (Note 8), the Company issued 3,600,000 common shares on May 5, 2026 for gross proceeds of $738,000 .
Pursuant to the Settlement Agreement and Mutual Release with Helena dated June 8, 2026 described below, the Company issued an aggregate of 3,016,649 common shares on June 8, 2026 in settlement of two conversion notices totaling $295,000 of outstanding principal. The Company further issued 3,333,561 common shares on June 9, 2026 for a further conversion of $325,000 of outstanding principal.
Settlement agreement with Helena
On May 28, 2026, the Company received a Notice of Exclusive Control from Helena (Note 10), holder of the Company’s senior secured convertible promissory note dated July 18, 2025 in the original principal amount of $10,000,000 (the "Note"), delivered to BitGo Trust Company, Inc., custodian of certain digital asset collateral under an Account Control Agreement dated July 18, 2025. Helena asserted that an event of default had occurred based on the Company’s alleged failure to cause the resale registration statement to be declared effective by the applicable deadline and asserted a mandatory default amount of approximately $4.5 million. Helena instructed the custodian to take control of and liquidate the digital asset collateral, consisting of approximately 22.23 Bitcoin, approximately 12,610 Solana and approximately $79,990 in cash, valued at approximately $2.8 million based on values referenced in the Notice.
On June 8, 2026, the Company entered into a Settlement Agreement and Mutual Release with Helena resolving all disputes arising from the Notice and asserted default. Under the settlement: (i) the Company agreed to honor outstanding conversion notices in the aggregate principal amount of $295,000 ; (ii) the digital asset collateral was credited at $2,600,000 against the obligations under the Note, with Helena retaining possession and control of the collateral; (iii) after giving effect to the foregoing, the parties agreed the remaining amount owing under the Note is $1,000,000 , which remains convertible by Helena at the Event of Default Discount Price; (iv) Helena agreed to a leak-out restriction limiting sales of conversion shares to 10 % of the average daily trading volume over the preceding ten trading days ; (v) the parties exchanged mutual releases subject to customary carve-outs; and (vi) Helena irrevocably consented to the BCA and permanently waived its right to terminate such consent under Section 13 of the Consent and Waiver Agreement dated April 10, 2026. The settlement contains customary default and remedy provisions, including cure periods and reciprocal remedies for material breaches.
As of April 30, 2026, the Company has recognized a
default loss liability of $1,159,038 (Note 10) in the financial statements, as
the Company has failed to cause a registration statement to be declared
effective by November 8, 2025, which was the subject of the above notice and
settlement agreement.
DevvStream Corp.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited - Expressed in United States dollars)
For the three and nine months ended April 30, 2026 and 2025
19.
Subsequent events (continued)
Series A Convertible Preferred Stock
On June 3, 2026, the Company entered into a binding term sheet with EEME for a private placement of the Company’s Series A Preferred Stock for an aggregate investment of $6,000,000 , intended to qualify as permanent equity (perpetual, non-cumulative dividends, no mandatory redemption). Of the net proceeds, $5,000,000 is to fund the Company’s investment in equity and/or debt securities of Southern, which is intended to partially satisfy Southern’s minimum capital commitment under the XCF BCA, and $1,000,000 is for general working capital. The Series A Preferred Stock is convertible at the holder’s option at a five-day VWAP-based price determined by reference to the closing or termination of the XCF BCA, with automatic conversion only upon a change of control or holder approval following termination. As of the date of the term sheet, the investor had funded $1,500,000 , with the balance to be funded at subsequent closings. Closing remains subject to negotiation of definitive agreements and customary conditions, and there is no assurance the transaction will be consummated.
The events described above are nonrecognized subsequent events under ASC 855, Subsequent Events, as they arose from conditions that did not exist as of April 30, 2026, and no adjustments have been made to the accompanying financial statements in respect of those events.
FORWARD LOOKING STATEMENTS AND CERTAIN CONSIDERATIONS
This report, along with other documents that are publicly disseminated by us, contains or might contain forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included in this report and in any subsequent filings made by us with the Securities and Exchange Commission (the “SEC”) other than statements of historical fact, that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially. We claim the protection of the safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. Examples of forward-looking statements include: (i) projections of revenue, earnings, capital structure and other financial items, (ii) statements of our plans and objectives, (iii) statements of expected future economic performance, and (iv) assumptions underlying statements regarding us or our business. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “could,” “seeks,” “plans,” “intends,” “anticipates” “outlook,” “continues,” “approximately,” “predicts,” “estimates,” “projects,” or “scheduled to” or the negatives of those terms, or other variations of those terms or comparable language, or by discussions of strategy or other intentions.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions. Important factors that could cause our actual results to be materially different from the forward-looking statements include the following risks and other factors discussed under Item 1A “Risk Factors” in this report and under Item 1A “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on November 6, 2025. These factors include:
•
the Company’s ability to recognize the expected benefits of the Business Combination;
•
the number of stockholders that exercise dissenter’s rights in connection with the Merger;
•
the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the proposed merger transactions;
•
the outcome of any legal proceedings that may be instituted against the Company, Southern, the combined company or others;
•
the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Merger or that the approval of stockholders is not obtained;
•
changes to the proposed structure of the proposed merger transactions that may be required or appropriate as a result of applicable laws or regulations;
•
the ability to meet stock exchange listing standards following the consummation of the proposed merger transactions;
•
the risk that the proposed merger transactions disrupts current plans and operations of the Company or Southern as a result of the announcement and consummation of the proposed transactions;
•
the ability to recognize the anticipated benefits of the proposed merger transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
•
costs related to the proposed merger transactions;
•
the Company’s Digital Asset Strategy and assets;
•
changes in the market price of Common Shares and the digital assets the Company owns;
•
the ability of the Company to maintain the listing of the Common Shares on Nasdaq;
•
future financial performance;
•
the impact from the outcome of any known and unknown litigation;
•
the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;
•
expectations regarding future expenditures of the Company;
•
the future mix of revenue and effect on gross margins of the Company;
•
changes in interest rates, rates of inflation, carbon credit prices and trends in the markets in which we operate;
•
the attraction and retention of qualified directors, officers, employees and key personnel;
•
the ability of the Company to compete effectively in a competitive industry
•
the ability to protect and enhance the Company’s corporate reputation and brand;
•
future development activities, including, but not limited to, acquiring interests in carbon reduction projects and carbon credits and the development of software and technological applications to carbon credit projects and carbon credits;
•
expectations concerning the relationships and actions of the Company and its affiliates with third parties;
•
the impact from future regulatory, judicial and legislative changes in the Company’s industry;
•
the ability to locate and acquire complementary products or product candidates and integrate those into the Company’s business;
•
future arrangements with, or investments in, other entities or associations;
•
competitive pressures from other companies in the industries in which the Company operates;
•
the growth and value of the global carbon credit or I-REC market traded value;
•
the impact of regulatory uncertainty and changes related to digital assets, including potential classification of digital assets as securities;
•
risks relating to the custody of our tokens, including the loss or destruction of private keys required to access our tokens and cyberattacks or other data loss relating thereto, including smart contract related losses and vulnerabilities; and
•
the volatility of the market price and liquidity or trading of the securities of the Company.
While forward-looking statements reflect the Company’s good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this quarterly report, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DEVVSTREAM
The following discussion and analysis should be read in conjunction with DevvStream’s unaudited condensed consolidated interim financial statements and related notes for the nine months ended April 30, 2026 and 2025 (“interim financial statements”), which have been prepared in accordance with US GAAP and are included elsewhere in this Form 10-Q. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” which is incorporated by reference in this Form 10-Q. All figures are in US dollars unless otherwise noted. Unless the context otherwise requires, for the purposes of this section, “DevvStream,” “we,” “us,” “our,” or the “Company” refer to DevvStream Holdings Inc. and its subsidiaries.
Company Overview
DevvStream is a technology-based sustainability company that advances the development and monetization of environmental assets, with an initial focus on carbon markets. The Company’s mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health.
With a diverse approach to the International Renewable Energy Certificate (“I-REC”) and carbon market, DevvStream operates across three strategic domains: (1) an offset portfolio consisting of I-REC’s, nature-based, tech-based, and carbon sequestration credits for immediate sale to corporations and governments seeking to offset their most difficult-to-reduce emissions; (2) project investment, acquisitions, and industry consolidation to extend the Company’s reach, allowing it to become a full end-to-end solutions provider; and (3) project development, where the Company serves as project manager for eligible activities such as EV charging in exchange for a percentage of generated credits.
Company Formation and Reverse Takeover Transaction
We are a company existing under the Business Corporations Act of Alberta, Canada. We were a special purpose acquisition corporation (“SPAC”) incorporated in Delaware, the United States on February 23, 2021.
On September 12, 2023 (and as amended May 1, 2024, August 10, 2024, and October 29, 2024, the “Business Combination Agreement”, or “BCA”), we entered into a Business Combination Agreement with DevvStream Holdings Inc. (the ‘‘Business Combination’’ or the ‘‘De-SPAC Transaction’’). The Business Combination was structured as an amalgamation of DevvStream Holdings Inc. (“Devv Holdings”) into a wholly owned subsidiary of the Company, following our redomiciling as an Alberta company. We were then renamed from Focus Impact Acquisition Corp. to DevvStream Corp. and continue the business of Devv Holdings following the amalgamation. It was a condition of the transaction that the securities of the Combined Company will be listed on NASDAQ.
On November 6, 2024, we completed the business combination with Devv Holdings, pursuant to the BCA. In connection with the completion of the business combination, we consolidated all of our issued and outstanding common stock on a 1:0.9692 basis. All the outstanding Devv Holdings subordinate voting shares (“SVS”) were exchanged for common stock of the Company on a common conversion ratio of 0.152934 (the “Common Conversion Ratio”). All the outstanding Devv Holdings multiple voting shares (“MVS”), being the equivalent of 10 SVS, were exchanged for common stock of the Company on the basis of the Common Conversion Ratio. In addition, all of the outstanding convertible securities of Devv Holdings were exchanged for securities of the Company on the basis of the Common Conversion Ratio, with corresponding adjustments to exercise prices, and otherwise on substantially the same economic terms and conditions. Our common shares commenced trading on the NASDAQ under the new ticker symbol “DEVS” on November 7, 2024.
Devv Holdings is deemed as the acquirer for accounting purposes, and therefore its assets, liabilities and operations are included in the consolidated financial statements at their historical carrying value. Our operations are considered to be a continuance of the business and operations of Devv Holdings. Our results of operations are those of Devv Holdings, with our operations being included from November 6, 2024, the closing date of the De-SPAC Transaction, onwards.
Recent Developments
Cryptocurrency Treasury Strategy
On July 17, 2025, the Company entered into a securities purchase agreement with Helena for the issuance of up to fifty-nine tranches of convertible notes (“Crypto Strategy Convertible Debt”) for a total principal amount of $300,000,000, with closings of each tranche subject to fulfillment of conditions. Each tranche will have an issuance discount of 8%, and bear interest at a rate of 8% per annum, with a maturity date of 18 months from the date of funding. Interest shall be payable by the Company on the first day of each month. The securities purchase agreement will terminate automatically on July 17, 2027.
The principal loan amount and any accrued interest under the Crypto Strategy Convertible Debt in issuance are convertible into common stock of the Company at the option of the holder at 95% of the lowest daily volume weighted average price of the Company’s shares during the 5 preceding trading days, subject to a floor price of $0.7722, and a cap price of $7.722. If the Company issues any debt or equity, the lenders have the option to cause the Company to direct 25% of aggregate proceeds of such issuances to repay the Crypto Strategy Convertible Debt. The Company has a right to prepay the whole or any portion of the principal amount, together with any accrued interest, at any time prior to the maturity date without notice or a penalty payment.
During the period ending on the later of (i) 12 months after the closing date of the initial tranche of the Crypto Strategy Convertible Debt, and (ii) the termination of the securities purchase agreement for the Crypto Strategy Convertible Debt, if the Company offers new securities for sale, the lenders have first refusal to up to 25% of the new securities being offered.
The proceeds of the Crypto Strategy Convertible Debt are subject to restrictions of use, with 70% of the net proceeds of the initial tranche, and 75% of the net proceeds of the subsequent tranches are required to be used to purchase cryptocurrencies. The Crypto Strategy Convertible Debt is secured by up to $20,000,000 of proceeds from the Crypto Strategy Convertible Debt, held in a segregated account for trading in cryptocurrencies. The segregated account is subject to a crypto control account agreement, which requires lenders’ approval for actions taken in the segregated account.
On July 17, 2025, the Company closed the initial tranche of the Crypto Strategy Convertible Debt in the principal amount of $10,000,000, for gross proceeds of $9,200,000, with a maturity date of January 17, 2027. The Company also incurred $85,000 in transaction costs in connection with the issuance. $6,405,000 of net proceeds are intended for the purchase of cryptocurrencies. As of April 30, 2026, $1,279,900 are held as cash in a segregated account, and are thus presented as restricted cash in the consolidated balance sheet.
On August 1, 2025, the Company started deploying funds raised from its senior secured convertible notes facility with Helena Global Investment Opportunities I Ltd. (“Helena”) for purchases of Bitcoin and Solana, as part of the operational launch of the Company’s digital treasury strategy, supporting the Company’s long-term objectives in and the industry’s move towards sustainability-linked tokenization.
On February 10, 2026, the Company entered into a side letter agreement with Helena I in connection with the Crypto Strategy Convertible Debt. Under the agreement, Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest of the Crypto Strategy Convertible Debt into common shares of the Company on or before May 10, 2026. The conversion commitment is subject to the Company not being in default and remaining in material compliance with all covenants and obligations under the related securities purchase agreement, the ELOC Agreement, and all other transaction documents between the Company and Helena I.
As consideration for entering into the side letter agreement, the Company agreed to issue Helena I a convertible promissory note in the principal amount of $250,000, in the same form as the Crypto Strategy Convertible Debt. On June 8, 2026, the Company and Helena entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) resolving all disputes relating to the Note on the following principal terms: (i) Conversion Share Delivery — the Company agreed to honor Helena’s outstanding conversion notices dated June 1, 2026 and June 4, 2026 in the aggregate amount of $295,000 in principal, with shares to be delivered no later than 10:00 a.m. Eastern Time on June 8, 2026; (ii) Collateral Credit — the parties agreed to credit the value of the digital asset collateral held in the BitGo custodial account at $2,600,000 (the “Agreed Collateral Value”), which amount has been applied against the outstanding obligations under the Note, with Helena retaining possession and control of the collateral; (iii) Remaining Debt — after giving effect to the conversion share delivery and the application of the Agreed Collateral Value, the parties agreed that the remaining amount owing under the Note is $1,000,000, which remains convertible by Helena at the Event of Default Discount Price in accordance with the terms of the Note; (iv) Leak-Out Restriction — Helena agreed that sales of shares received upon conversion of the Note will not exceed 10% of the average daily trading volume of the Company’s common shares over the ten trading days immediately preceding each sale; (v) Mutual Release — the parties exchanged mutual releases of all claims arising out of or relating to the transaction documents and the disputes, subject to carve-outs for obligations under the Settlement Agreement and the Company’s continuing obligations with respect to the Remaining Debt; and (vi) Merger Consent and Section 13 Waiver — Helena irrevocably consented to the proposed business combination among the Company, XCF Global, Inc. and Southern Energy Renewables, Inc. pursuant to the Business Combination Agreement dated April 13, 2026, and permanently waived any right to terminate such consent under Section 13 of the Consent and Waiver Agreement dated April 10, 2026, which consent and waiver survive any default by the Company under the Settlement Agreement. The Company disclosed the material terms of the Settlement Agreement in a Current Report on Form 8-K filed on June 8, 2026.
Strategic Investment Platform with Fayafi
On January 15, 2026, the Company executed a binding term sheet with Fayafi to establish a jointly governed special purpose vehicle (“SPV”), which is expected to be formed within 90 days. The platform is intended to scale to approximately $100 million in capital commitments by the end of 2027 and will focus on investments in decarbonization and environmental infrastructure. Under the contemplated structure, profits are expected to be distributed 80% to Fayafi and 20% to the Company. As of the date of issuance of these financial statements, the SPV has not yet been formed, and no capital has been committed or deployed.
Conversion Agreement with Focus Impact
On March 13, 2026, the Company entered into the Conversion Agreement with Focus Impact, pursuant to which the Company agreed to convert certain outstanding debt obligations owed to Focus Impact into common shares of the Company. The Company agreed to convert (i) $4,490,736 of Convertible Notes previously issued to Focus Impact and (ii) $1,000,000 in accrued consulting fees owed to Focus Impact Partners (“FIP”) under the Strategic Consulting Agreement into an aggregate of 6,083,244 common shares, with 3,556,839 shares issued to Focus Impact Sponsor (“FIS”) and 2,526,405 shares issued to FIP, at a conversion price of $0.9026 per share, in full satisfaction of all amounts due under the Convertible Notes and the Strategic Consulting Agreement. The offer and sale of the conversion shares was made in reliance upon Rule 506(b) and Section 4(a)(2) under the Securities Act.
Pre-Funded Warrants
On April 27, 2026, the Company sold 250,025 pre-funded warrants to Helena Partners Inc. for aggregate gross proceeds of $250,000. The pre-funded warrants were offered and sold in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, Helena Partners Inc. having represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D.
Three-Party Business Combination Agreement
On December 3, 2025, the Company entered into a two-party Agreement and Plan of Merger with Southern Energy Renewables Inc. (“Southern”) and a wholly-owned merger subsidiary (the “Prior Agreement”). On April 13, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with XCF Global, Inc. (“XCF Global”), Southern and certain merger subsidiaries of XCF Global, and the Prior Agreement terminated automatically in accordance with its terms upon receipt of the fairness opinions contemplated by the BCA. Under the BCA, the Company will domesticate as a Delaware corporation and merge with a wholly-owned subsidiary of XCF Global, with the Company surviving as a wholly-owned subsidiary of XCF Global, and Southern will concurrently merge with another wholly-owned subsidiary of XCF Global. Following the consummation of the transactions contemplated by the BCA, persons who were securityholders of XCF Global, Southern and the Company immediately prior to the closing are expected to own approximately 66.7%, 23.3% and 10.0% of XCF Global, respectively.
Results of Operations — Three Months Ended April 30, 2026 Comparison Against the Three Months Ended April 30, 2025
|
For the Three
Months Ended April 30, 2026 |
For the Three
Months Ended April 30, 2025 | |||||||
| Revenue | 720 | 10,164 | ||||||
| Cost of sales | (1,520 | ) | (2,688 | ) | ||||
| Gross profit | (800 | ) | 7,476 | |||||
| Sales and marketing | 184,260 | 155,496 | ||||||
| Depreciation | - | 231 | ||||||
| General and administrative | 418,735 | 235,972 | ||||||
| Professional fees | 1,451,076 | 841,536 | ||||||
| Salaries and wages | 103,159 | 279,109 | ||||||
| Share-based compensation | (19,524 | ) | 74,699 | |||||
| Total operating expenses | (2,137,706 | ) | (1,587,043 | ) | ||||
| Other income | 14,157 | - | ||||||
| Staking income | 15,687 | - | ||||||
| Accretion and interest expense | (405,529 | ) | (133,172 | ) | ||||
| Loss on investment in associate | (9,221 | ) | (298,804 | ) | ||||
| Change in the fair value of warrant liabilities | 1,437,604 | 5,641,785 | ||||||
| Loss on revaluation of cryptocurrencies | (329,371 | ) | - | |||||
| Loss on default penalty on convertible debt | (1,159,038 | ) | - | |||||
| Stop-loss provision | (9,202 | ) | (76,535 | ) | ||||
| Impairment of carbon credits | (1,738 | ) | 18 | |||||
| Inducement expenses on loan conversion | (3,599,981 | ) | - | |||||
| Foreign exchange gain (loss) | (12,178 | ) | (31,100 | ) | ||||
| Net income (loss) | (6,197,316 | ) | 3,522,625 |
During the three months ended April 30, 2026, we incurred a net loss of $6,197,316 compared to net income of $3,522,625 for the three months ended April 30, 2025. An analysis of the increase in net loss of $9,719,941, including the major components our results for the periods, is below.
Share-based compensation
During the three months ended April 30, 2026, we incurred share-based compensation of $5,783 compared to share-based compensation of $191,681 for the three months ended April 30, 2025. Share-based payments relating to the vesting of Options increased by $10,343. Share-based payments relating to the vesting of RSUs decreased by $179,303.
During the three months ended April 30, 2026, we recognized an unrealized gain of $25,307 on stock options compared to the unrealized gain of $116,982 during the three months ended April 30, 2025. This decrease of $91,675 is due to period end fair value remeasurements, which are reflected in compensation expense. Please refer to Note 13 of the interim financial statements.
Professional fees
During the three months ended April 30, 2026, we incurred $1,451,076 in professional fees, as compared to $841,536 during the three months ended April 30, 2025. The increase in professional fees was primarily driven by legal costs incurred in connection with the newly signed Business Combination Agreement with XCF Global, Southern, and newly formed merger subsidiaries during the current period, which were not incurred in the comparative period.
Salaries and wages
During the three months ended April 30, 2026 and 2025, we incurred salaries and wages of $103,159 and $279,109, respectively, the majority of which were to officers of the Company. Current period amount reduced due to a reduction in headcount.
Sales and marketing
Sales and marketing expenses for the three months ended April 30, 2026 and 2025 amounted to $184,260 and $155,496, respectively. The increase is mainly attributable to expenditures in the current period associated with publications, industry events, and investor relations efforts undertaken.
General and administrative
General and administrative expenses for the three months ended April 30, 2026 and 2025 amounted to $418,735 and $235,972, respectively, and primarily comprised of insurance costs and filing fees. The increase reflects higher filing fees as a result of listing on the NASDAQ in the current period.
Loss on investment in associate
On November 6, 2024, the Company received 2,000,000 shares in Freedom Carbon Solutions LLC (formerly Monroe Sequestration Partners, LLC) (“FCS”), in connection with an agreement to acquire a stake in FCS in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of FCS received by the Company represented 50% of FCS’s shares outstanding. During the three months ended April 30, 2026, the Company’s share of FCS’s loss was $9,221.
Foreign exchange gain (loss)
During the three months ended April 30, 2026 we recognized a foreign exchange loss of $12,178. During the three months ended April 30, 2025, we recognized a foreign exchange loss of $31,100. The foreign exchange gain and loss result from fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Loss on revaluation of cryptocurrencies
During the three months ended April 30, 2026, the Company recorded an unrealized loss of $329,371 on the remeasurement of its cryptocurrency holdings. This variance was driven by declines in the market prices of Bitcoin and Solana relative to their acquisition costs, resulting in losses of $51,500 and $277,871, respectively. Please refer to Note 6 of the interim financial statements.
Loss on default penalty on convertible debt
During the three months ended April 30, 2026, the Company recorded a loss of $1,159,038 in respect of a default penalty on its senior secured convertible promissory note. The penalty was recognized following an asserted event of default under the note, arising from the Company’s failure to cause the registration statement covering the resale of the conversion shares to be declared effective by the required deadline. No comparable loss was recognized in the comparative period.
Staking income
During the three months ended April 30, 2026, we recognized staking income of $15,687 from our Solana holdings. The income reflects rewards earned for delegating Solana tokens to validators on the Solana network. Staking rewards are measured at fair value using the market price on the date earned and are recorded as other income. No staking income was recognized in the comparative period as the Company had not yet initiated its staking program.
Change in fair value of warrant liabilities
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. and DESG. Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Focus Impact Acquisition Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. The Company’s presentation currency is and continues to be the United States dollar.
Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants that do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.09692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
During the three months ended April 30, 2026, we recognized a gain of $1,437,604 due to period end fair value remeasurement. Please refer to Note 11 of the financial statements.
Stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of April 30, 2026 is $1,123,777.
Impairment of carbon credits
During the three months ended April 30, 2026, the Company recognized an impairment loss of $1,738 on certain carbon credits, compared to the impairment of $18 recognized in the comparative period. The impairment was recorded after the Company identified indicators that the net realizable value (“NRV”) of certain carbon credits had declined below their carrying values due to changes in market pricing.
Inducement expenses on loan conversion
During the three months ended April 30, 2026, the Company recognized an inducement expense of $3,599,981 in connection with the conversion of outstanding debt obligations into common shares. Under the Conversion Agreement with Focus Impact, the Company converted $4,490,736 of convertible notes and $1,000,000 of accrued consulting fees into 6,083,244 common shares at a conversion price of $0.9026 per share. The inducement expense represents the fair value of the common shares issued in excess of the amounts settled under the original terms of the obligations, which was $3,349,981. Additionally, the Company recorded $250,000 in inducement expense in connection with an additional convertible debt issued to Helena in exchange for Helena’s commitment to partially convert convertible debentures held by Helena. No comparable expense was recognized in the comparative period.
Results of Operations — Nine Months Ended April 30, 2026 Comparison Against the Nine Months Ended April 30, 2025
|
For the Nine Months
Ended April 30, 2026 |
For the Nine Months
Ended April 30, 2025 | |||||||
| Revenue | 8,863 | 10,164 | ||||||
| Cost of sales | (10,177 | ) | (2,688 | ) | ||||
| Gross profit | (1,314 | ) | 7,476 | |||||
| Sales and marketing | 380,721 | 832,188 | ||||||
| Depreciation | - | 953 | ||||||
| General and administrative | 1,194,178 | 627,377 | ||||||
| Professional fees | 4,721,929 | 6,846,934 | ||||||
| Salaries and wages | 265,747 | 823,016 | ||||||
| Share-based compensation | (4,309 | ) | 190,136 | |||||
| Total operating expenses | (6,558,266 | ) | (9,320,604 | ) | ||||
| Other income | 14,157 | - | ||||||
| Staking income | 55,932 | - | ||||||
| Accretion and interest expense | (1,431,411 | ) | (378,718 | ) | ||||
| Loss on investment in associate | (109,398 | ) | (405,654 | ) | ||||
| Change in fair value of derivative liabilities | (1,500 | ) | 719,000 | |||||
| Change in the fair value of warrant liabilities | 5,195,203 | 5,651,008 | ||||||
| Change in fair value of mandatory convertible debentures | - | 70,500 | ||||||
| Loss on revaluation of cryptocurrencies | (2,442,443 | ) | - | |||||
| Loss on default penalty on convertible debt | (1,159,038 | ) | - | |||||
| Gain on settlement of accounts payable | - | 899,015 | ||||||
| Gain on settlement of debt | 17,007 | - | ||||||
| Stop-loss provision | (58,542 | ) | (1,101,248 | ) | ||||
| Impairment of carbon credits | (14,706 | ) | (1,207,782 | ) | ||||
| Inducement expenses on loan conversion | (3,599,981 | ) | - | |||||
| Foreign exchange gain (loss) | (39,125 | ) | (24,428 | ) | ||||
| Net loss | (10,133,425 | ) | (5,091,435 | ) |
During the nine months ended April 30, 2026, we incurred a net loss of $10,133,425 compared to net loss of $5,091,435 for the nine months ended April 30, 2025. An analysis of the increase in net loss of $5,041,990, including the major components thereof, is set forth below.
Loss on investment in associate
On November 6, 2024, the Company received 2,000,000 shares in Freedom Carbon Solutions LLC (“FCS”), in connection with an agreement to acquire a stake in MSP in exchange for 200,000 shares of the Company that was entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of MSP received by the Company represented 50% of MSP’s shares outstanding. During the nine months ended April 30, 2026, the Company’s share of MSP’s loss was $109,398.
Share-based compensation
During the nine months ended April 30, 2026, we incurred share-based compensation of $122,421 compared to share-based compensation of $484,577 for the nine months ended April 30, 2025. Share-based payments relating to the vesting of options decreased by $16,912 during the nine months ended April 30, 2026 compared to the nine months ended April 30, 2025. Share-based payments relating to the vesting of RSU’s decreased by $345,244.
During the nine months ended April 30, 2026, we recognized an unrealized gain of $126,730 on stock options compared to the unrealized gain of $294,441 during the nine months ended April 30, 2025. This favorable change of $421,171 is due to period end fair value remeasurements, which are reflected in compensation expense. Please refer to Note 13 of the interim financial statements.
Professional fees
During the nine months ended April 30, 2026, we incurred $4,721,929 in professional fees, as compared to $6,846,934 during the nine months ended April 30, 2025. The reduction in professional fees reflects the fact that no Business Combination–related legal services were incurred in the current period, whereas such services were required in the comparative period.
Salaries and wages
During the nine months ended April 30, 2026 and 2025, we incurred salaries and wages of $265,747 and $823,016 respectively, the majority of which were to officers of the Company.
Sales and marketing
Sales and marketing expenses for the nine months ended April 30, 2026 and 2025 amounted to $380,721 and $832,188, respectively. These costs primarily related to publications and industry events and investor relations subsequent to our successful closing of the Business Combination in the comparative period.
General and administrative
General and administrative expenses for the nine months ended April 30, 2026 and 2025 amounted to $1,194,178 and $627,377 , respectively, and primarily comprised of insurance costs and filing fees. The increase reflects elevated insurance costs and higher filing fees associated with the Company’s listing on the NASDAQ during the period.
Foreign exchange gain (loss)
During the nine months ended April 30, 2026 and 2025, we recognized a foreign exchange loss of $39,125 and a loss of $24,428, respectively. The foreign exchange loss is the result of fluctuations in the Canadian dollar against the US dollar, as we hold cash balances and have accounts payable denominated in both Canadian and US dollars.
Loss on revaluation of cryptocurrencies
During the nine months ended April 30, 2026, the Company recorded an unrealized loss of $2,442,443 on the remeasurement of its cryptocurrency holdings. This variance was driven by declines in the market prices of Bitcoin and Solana relative to their acquisition costs, resulting in losses of $866,328 and $1,576,115, respectively. Please refer to Note 6 of the interim financial statements.
Loss on default penalty on convertible debt
During the nine months ended April 30, 2026, the Company recorded a loss of $1,159,038 in respect of a default penalty on its senior secured convertible promissory note. The penalty was recognized following an asserted event of default under the note, arising from the Company’s failure to cause the registration statement covering the resale of the conversion shares to be declared effective by the required deadline. No comparable loss was recognized in the comparative period.
Staking income
During the nine months ended April 30, 2026, we recognized staking income of $55,932 from our Solana holdings. The income reflects rewards earned for delegating Solana tokens to validators on the Solana network. Staking rewards are measured at fair value using the market price on the date earned and are recorded as other income. No staking income was recognized in the comparative period as the Company had not yet initiated its staking program.
Change in fair value of derivative liabilities and mandatory convertible debenture
During the nine months ended April 30, 2026, we recognized a loss on derivative liabilities of $1,500 related to the convertible debt financing completed in March 2025 and recorded no gain or loss on mandatory convertible debentures. In comparison, during the nine months ended April 30, 2025, we recognized a gain on derivative liabilities of $808,450 and a loss on mandatory convertible debentures of $89,450 related to the January 2024 and April 2024 convertible financings. Please refer to Note 10 of the interim financial statements.
Gain on settlement of debt
On September 18, 2025, the Company paid $31,613 in settlement of an accounts payable in the amount of $48,620 and recognized a gain on the settlement of $17,007.
Change in fair value of warrant liabilities
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions, events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for DevvStream Holdings Inc. and DESG. Finco’s functional currency remained CAD$. This change aligns with the business’s future focus and the effective date of the Focus Impact Acquisition Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. The Company’s presentation currency is and continues to be the United States dollar.
Upon the change in functional currency on August 1, 2024, 121,995 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities with an initial value of $454,571.
On November 6, 2024, 22,699,987 warrants were issued by the Company in connection with the De-SPAC transaction. The warrants were assessed to be derivative liabilities of the Company due to certain settlement provisions of the warrants do not meet the criteria for equity classification under Topic 815. The warrants are each exercisable at $1.52 for 0.9692 common stock, expiring on November 6, 2029. The fair value of the warrants was $7,196,286 upon issuance.
As a result of above, during the nine months ended April 30, 2026, we recognized a gain of $5,195,203 due to period end fair value remeasurement. Please refer to Note 11 of the interim financial statements.
Stop-loss provision
On November 6, 2024, concurrent with the completion of the business combination, the Company issued 324,987 common shares in consideration for carbon credit purchase agreements.
All of the agreements contain adjustment clauses whereby if the Company’s share price falls below the respective purchase prices outlined in the agreements, in the 12 to 18 months following November 6, 2024, the Company is obligated to issue additional shares to cover the shortfall. The Company has assessed that the potential liability associated with the stop-loss provision for carbon credits received as of April 30, 2026 is $1,123,777.
Impairment of carbon credits
During the nine months ended April 30, 2026, the Company recognized an impairment loss of $14,706 on certain carbon credits, compared to the impairment of $1,207,782 recognized in the comparative period. The impairment was recorded after the Company identified indicators that the net realizable value (“NRV”) of certain carbon credits had declined below their carrying values due to changes in market pricing.
Inducement expenses on loan conversion
During the nine months ended April 30, 2026, the Company recognized an inducement expense of $3,599,981 in connection with the conversion of outstanding debt obligations into common shares. Under the Conversion Agreement with Focus Impact, the Company converted $4,490,736 of convertible notes and $1,000,000 of accrued consulting fees into 6,083,244 common shares at a conversion price of $0.9026 per share. The inducement expense represents the fair value of the common shares issued in excess of the amounts settled under the original terms of the obligations which was $3,349,981. Additionally, the Company recorded $250,000 in inducement expense in connection with an additional convertible debt issued to Helena in exchange for Helena’s commitment to partially convert convertible debentures held by Helena. No comparable expense was recognized in the comparative period.
Liquidity and Capital Resources
We continually monitor and manage cash flow to assess the liquidity necessary to fund operations and capital projects. We manage our capital resources and adjust them to take into account changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust our capital resources, we may, where necessary, control the amount of working capital, pursue financing or manage the timing of our capital expenditures. As of April 30, 2026, we had a working capital deficit of $16,892,882 (current assets of $1,198,970, less current liabilities of $18,091,852) and as of July 31, 2025, we had a working capital deficit of $14,412,728 (current assets of $4,337,627, less current liabilities of $18,750,355).
Our continuing operations are dependent upon our ability to obtain debt or equity financing until such time that we achieve profitable operations. There can be no assurance that we will gain adequate market acceptance for our products or be able to generate sufficient gross margins to reach profitability.
On October 29, 2024, we entered into an equity line of credit purchase agreement (the “ELOC Agreement”) with Helena. Pursuant to the ELOC Agreement, the Company has the right to issue and to sell to Helena from time to time, as provided in the ELOC Agreement, up to $40,000,000 of Company’s Common Shares, subject to the conditions set forth therein. Specifically, pursuant to the ELOC Agreement, the Company may require that Helena purchase Common Shares from the Company by delivering one or more advance notices to Helena setting forth, in each advance notice, the amount of the advance it is requesting, which amount may not exceed an amount equal to lesser of (i) one hundred percent (100%) of the average of the daily value traded of the Common Shares over the ten (10) trading days immediately preceding such advance notice, and (ii) eight million United States Dollars ($8,000,000). On March 18, 2025, the Company and Helena entered into a first amendment to ELOC Agreement, which provides the Company with greater flexibility by allowing Helena to permit Secondary Advances, as defined in the amendment, as well as to update references to “Common Stock” in the ELOC Agreement to “Common Shares”. However, in no event may the number of Common Shares issuable to Helena pursuant to an advance cause the aggregate number of shares beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act) by Helena and its affiliates as a result of previous issuances and sales of Common Shares to Helena under the ELOC Agreement to exceed 9.99% of the then outstanding Common Shares. Additionally, the Company may not affect any sales under the ELOC Agreement and Helena will have no obligation to purchase Common Shares under the ELOC Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of Common Shares issued under the ELOC Agreement would exceed 19.99% of the outstanding shares of Common Shares following the closing of the Business Combination Agreement (the “Exchange Cap”), provided that, the Exchange Cap will not apply if the Company’s stockholders have approved issuances in excess of the Exchange Cap in accordance with the rules of the Nasdaq. The purchase price for the Common Shares so purchased by Helena pursuant to an advance notice is the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance. Because the per share purchase price that Helena will pay for Common Shares in connection with any advance notice we have elected to deliver to Helena pursuant to the ELOC Agreement will be determined by reference to the lowest intraday sale price for the Common Shares during the three (3) trading days commencing on the date of Helena’s receipt of the Common Shares relating to such advance, we cannot determine the actual purchase price per share that Helena will be required to pay for any Common Shares that we may elect to sell to Helena under the ELOC Agreement until after we deliver an advance notice and, therefore, we cannot be certain how many Common Shares, in the aggregate, we may issue and sell to Helena under the ELOC Agreement. Sales of Common Shares to Helena under the ELOC Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Share and determinations by us as to the appropriate sources of funding for our business and operations. We may not be able to raise sufficient funds under the ELOC Agreement to satisfy our obligations.
On August 4, 2025, the Company and Helena entered into a second amendment to ELOC Agreement, which increased the commitment amount from $40,000,000 to $300,000,000.
On December 3, 2025, the Company entered into a side letter with Helena I amending the terms of the Company’s existing convertible note and equity line of credit arrangements. The amendments include, among other items, limitations on Helena’s sales of conversion shares, subject to trading-volume conditions, and a requirement that the Company draw a minimum of $7,500,000 in aggregate proceeds under the equity line of credit prior to February 28, 2026. These limitations may cease to apply if the Company defaults under the convertible note or is unable to submit compliant advance notices under the equity line of credit for more than five trading days.
On June 3, 2026, the Company terminated the ELOC Agreement, dated as of October 29, 2024, by and between the Company, Helena I and Focus Impact Sponsor, LLC, in accordance with its terms. Following the termination, no further advances may be made under the ELOC Agreement.
On February 10, 2026, the Company entered into a side letter agreement with Helena I in connection with the Crypto Strategy Convertible Debt. Under the agreement, Helena I committed to convert at least $9,000,000 of the aggregate outstanding principal and/or accrued interest into common shares of the Company on or before May 10, 2026, subject to the Company not being in default and remaining in material compliance with the covenants and obligations under the related securities purchase agreement, the ELOC Agreement, and other transaction documents between the parties. The conversion, if completed, would reduce the Company’s outstanding debt obligations and strengthen its equity position. As consideration for entering into the agreement, the Company agreed to issue a $250,000 convertible promissory note to Helena I in the same form as the existing Crypto Strategy Convertible Debt.
On June 8, 2026, subsequent to the period end, the Company entered into a Settlement Agreement and Mutual Release with Helena resolving the asserted event of default under the senior secured Convertible Promissory Note dated July 18, 2025. Under the settlement, the digital asset collateral held in the BitGo custodial account was credited at an Agreed Collateral Value of $2,600,000 and applied against the outstanding obligations under the Note, with Helena retaining the collateral. For accounting purposes, the Company will derecognize the surrendered Bitcoin and Solana at their carrying amount and apply the $2,600,000 Agreed Collateral Value as a reduction of the carrying value of the Note, with the difference between the Agreed Collateral Value and the carrying amount of the digital assets surrendered recognized in profit or loss.
After giving effect to the $295,000 of conversion shares delivered and the application of the Agreed Collateral Value, the parties agreed that the remaining amount owing under the Note is $1,000,000, which remains convertible by Helena at the Event of Default Discount Price. The $1,000,000 is a negotiated amount that exceeds the raw outstanding principal computed under the Company’s conversion records, with the excess representing settled default premiums and liquidated damages arising from the asserted event of default. Consistent with this, the Company recognized a loss of $1,159,038 in respect of the default penalty on the Note during the period.
Because the asserted event of default arose from conditions existing at April 30, 2026, the Company recognized its estimate of the resulting default penalty in its results for the period, as described above. The Settlement Agreement itself was executed on June 8, 2026; the transfer of the digital asset collateral to Helena and the reduction of the Note to the $1,000,000 remaining balance are transactions occurring after the period end and will be reflected in the Company’s financial statements for the quarter ending July 31, 2026. The settlement removes the asserted event of default and the related enforcement action, reduces the Company’s remaining obligation under the Note to $1,000,000 (convertible into common shares rather than payable in cash), and secured Helena’s consent to the proposed business combination. While these developments reduce near-term repayment pressure, they do not alleviate the substantial doubt about the Company’s ability to continue as a going concern, given that the Company held cash of $201,132 against current liabilities of $18,091,852 as of April 30, 2026.
Since our inception, we have incurred operating losses and have experienced negative cash flows from operations. We do not anticipate that cash on hand will be adequate to satisfy our obligations in the ordinary course of business over the next 12 months. Based on this assessment, we have material uncertainties about our business that cast substantial doubt about our ability to continue as a going concern. Accordingly, our ability to continue as a going concern is dependent upon our ability to raise sufficient funds to pay ongoing operating expenditures and to meet our obligations. See further discussion related to our ability to continue as a going concern within “— Critical Accounting Policies and Estimates.”
As of April 30, 2026 and July 31, 2025, we had $201,132 and $3,446,111 in cash, respectively. We are actively managing current cash flows until such time that we are profitable.
The chart below highlights our cash flows for the periods indicated:
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For the
Nine Months Ended April 30, 2026 $ |
For the
Nine Months Ended April 30, 2025 $ | |||||||
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Net cash provided by (used in):
|
||||||||
|
Operating activities
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(7,439,397 | ) | (4,763,601 | ) | ||||
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Investing activities
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(6,025,000 | ) | 1,661,645 | |||||
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Financing activities
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3,894,554 | 3,083,417 | ||||||
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Effect of exchange rate changes on cash
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(146 | ) | 1,435 | |||||
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Decrease in cash and restricted cash
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(9,569,989 | ) | (17,104 | ) |
Cash Used in Operating Activities
Our net cash used in operating activities is primarily due to cash payments for operating expenses that we incur in the day-to-day operations of the business. Net cash used in operating activities for the nine months ended April 30, 2026 was $7,439,397 compared to $4,763,601 for the nine months ended April 30, 2025. The loss for the nine months ended April 30, 2026 of $10,133,425 was further impacted by $884,652 of changes in working capital items but offset by $3,578,680 in non-cash items, primarily driven by the loss on revaluation of cryptocurrencies, inducement expense on loan conversion and loss on default penalty on convertible debt. This compares to a loss of $5,091,435 for the prior period, that was offset by $4,384,826 in changes in working capital items and further impacted by $4,056,992 in non-cash items consisting mainly of unrealized gain on warrant derivative.
Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended April 30, 2026 was $6,025,000 for purchase of cryptocurrencies and advances of $900,000 to Southern Energy Renewables and net cash provided by investing activities for the nine months ended April 30, 2025 was $1,661,645 assumed upon reverse takeover (“RTO”).
Cash Provided by Financing Activities
We have funded our business to date from the issuance of our common stock and convertible debentures through private placements, from proceeds from the exercises of warrants, and from loans from related parties.
Net cash provided by financing activities for the nine months ended April 30, 2026 was $3,894,554 compared to $3,083,417 for the nine months ended April 30, 2025. The following financing activities occurred during the nine months ended April 30, 2026:
(1)
ELOC drawdown:
In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $756,600, of which $189,145 was used to repay the Helena CD, resulting in net proceeds of $567,455.
In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena gross proceeds of $821,238, of which $205,316 was used to repay the Helena CD, resulting in net proceeds of $615,922.
In January 2026, the Company issued 500,000 shares in accordance with the ELOC Agreement with Helena for gross proceeds of $630,100 of which $157,525 was used to repay the Helena CD, resulting in net proceeds of $472,575.
In April 2026, the Company issued 201,000 shares in accordance with the ELOC Agreement with Helena for total proceeds of $112,992, of which $28,249 (25%, inclusive of a 10% penalty) was applied against the Helena CD and the remaining $84,745 (75%) was credited against the Helena promissory note (see point (4)) as partial repayment; as these amounts were settled through proceeds of issuances, they did not result in a cash outflow during the period.
(2)
Repayment of principal and interest on convertible debt with Helena
In August 2025, the Company paid $156,764 for the repayment of interest on Helena’s convertible debt.
In December 2025 and January 2026, the Company paid $191,188 for the repayment of interest on Helena’s convertible debt.
In March and April 2026, the Company paid $1,263,450 for the repayment of principal and interest on Helena’s convertible debt.
(3)
PIPE financing
In December 2025, the Company entered into a Securities Purchase Agreement with EEME Energy SPV I LLC pursuant to which the Company issued 128,370 common shares in a private placement at a price of $15.58 per share, resulting in aggregate gross proceeds of $2,000,004.
(4)
Promissory Note
On March 6, 2026, the Company issued a non-interest-bearing promissory note to Helena in the principal amount of $700,000, maturing March 6, 2027, and received gross cash proceeds of $700,000 on March 10, 2026. The note was partially repaid during April 2026 through the application of ELOC subscription receivables, as described in point (1) above.
(5)
Pre-funded warrants
On April 27, 2026, the Company entered into a Securities Purchase Agreement with Helena Partners Inc. and issued a pre-funded common stock purchase warrant exercisable for 250,025 common shares at a nominal exercise price of $0.0001 per share. The aggregate subscription price of $250,000 was pre-funded at issuance, resulting in cash proceeds of $250,000, which were recorded in additional paid-in capital. The nominal exercise price had not been funded as of April 30, 2026.
(6)
EEME preferred stock advances
During the nine months ended April 30, 2026, the Company received non-refundable advances aggregating $900,000 from EEME Energy SPV I LLC pursuant to an indicative binding term sheet for the issuance of non-redeemable convertible preferred stock ($250,000 on February 11, 2026, $50,000 on February 27, 2026, $250,000 on March 23, 2026 and $350,000 on April 21, 2026). As the substance of the advances is consideration for a non-redeemable equity instrument to be issued by the Company and the amounts received are non-refundable, the Company has recorded the $900,000 as an obligation to issue shares within equity, pending execution of a definitive agreement. The Company in turn advanced $900,000 for the benefit of Southern Energy Renewables, Inc., which has been recorded as a long-term advance within non-current assets.
Related party transactions and balances
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is a related party transaction when there is a transfer of resources or obligations between related parties.
At April 30, 2026, the Company had amounts owing and accrued liabilities of $34,271 (July 31, 2025 - $794,990) payable to directors and officers of the Company for salaries, expense reimbursements and professional fees. These amounts are non-interest bearing and have no terms of repayment.
During the nine months ended April 30, 2026, the Company incurred wages and management fees of $354,915 and $132,600, respectively, to officers of the Company. Share based compensation incurred to officers and directors of the Company amounted to $87,154.
Contractual Obligations
Prepaid Royalties Agreement with Devvio
In September 2023, we agreed to pay prepaid royalty payments to Devvio, a related party, equal to a minimum of $2,270,000, to be paid by August 1, 2025 and $1,270,000 to be paid by August 1, 2026. On July 8, 2024, we further amended the agreement such that the minimum advances extended by one year and are now due as follows: $1,000,000 by August 1, 2025, followed by $1,270,000 by August 1, 2026 and August 1, 2027. The agreement is subsequently amended on October 28, 2025 to eliminate the aforementioned payment obligations.
Licensing agreement with Greenlines Technology Inc.
On February 16, 2024, we entered into a licensing agreement with Greenlines Technology Inc. for the use of certain technologies. We agreed to pay $42,000 within 15 days of the closing of the BCA. Such amount was paid on November 26, 2024. Commencing January 1, 2025, we must pay an annual fee of $12,000 of the first day of each calendar year for the use of the technology. The amounts due on January 1, 2025 were paid on January 9, 2026. The Company has accrued $4,000 in connection with the annual fee payable as of April 30, 2026.
Strategic Consulting Agreement with Focus Impact Partners, LLC (“Focus Impact Partners”)
On November 13, 2024, we entered into a strategic consulting agreement with Focus Impact Partners, pursuant to which the Focus Impact Partners will provide us with certain consulting services (“Strategic Consulting Agreement”) in consideration of an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginning December 31, 2023. Fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) we have successfully raised $5,000,000 in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) we have 2 or more consecutive quarters of positive cash flow from operations. As of April 30, 2026, the first condition has been met through equity and debt raises. We will pay Focus Impact Partners additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction. On March 13, 2026, the Company issued 1,107,910 shares to Focus Impact Partners in settlement of $1,000,000 of such accrued consulting fees. The Strategic Consulting Agreement has a term of three years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one-year periods at the end of each year unless either party provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement. Focus Impact Partners is owned by two of the Company’s directors: Carl Stanton and Wray Thorn.
Strategic Partnership Amendment with Devvio, Inc. (“Devvio”)
On October 28, 2025, the Company entered into Amendment No. 4 to the Strategic Partnership Agreement with Devvio, Inc. (“Devvio”), pursuant to which the parties agreed to terminate and fully settle all remaining rights and obligations under the prior strategic partnership agreement originally entered into in November 2021, as amended, with the exception of certain surviving confidentiality provisions. Concurrently, the parties entered into a new token-based collaboration to replace the prior arrangement, ensuring continuity of the commercial relationship without interruption.
Under the new Strategic Token Partnership, the Company has committed to purchase Devvio’s DevvE tokens in the amount of USD $1.0 million in 2025 and USD $1.27 million in each of 2026 and 2027. Each annual purchase will be priced based on the 10-day volume-weighted average price immediately preceding the applicable purchase date and is payable in U.S. dollars or, in certain circumstances, in tokens. In connection with each annual purchase, the Company will also receive warrants to acquire additional DevvE tokens equal to 25% of the primary purchase amount, exercisable at the same VWAP-based price for a period of three years. If the DevvE token ceases to exist or can no longer be lawfully issued or traded, the Company will have no further purchase obligations.
Quantitative and Qualitative Disclosures about Market Risk
Our board of directors have overall responsibility for the establishment and oversight of our risk management policies on an annual basis. Management identifies and evaluates our financial risks and is charged with the responsibility of establishing controls and procedures to ensure financial risks are mitigated in accordance with the approved policies.
Our financial instruments consist of cash, restricted cash, trade receivable, GST receivable, accounts payable and accrued liabilities, convertible debt and warrant liabilities. The carrying value of the Company’s cash, restricted cash, GST receivable and accounts payable and accrued liabilities approximate their fair value due to their short terms to maturity.
Our risk exposures and the impact on our financial instruments are summarized below:
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets including cash. Our financial assets are cash, restricted cash, trade receivable, GST receivable, corporate taxes receivable, and deposit on carbon credits purchase. Our maximum exposure to credit risk, as at period end, is the carrying value of our financial assets, being $962,703 and $10,592,093 as of April 30, 2026 and July 31, 2025, respectively. We hold cash with major financial institutions and with a publicly traded payment processing company therefore minimizing our credit risk.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet financial obligations as they fall due. We manage liquidity by maintaining adequate cash balances and by raising equity and debt financings. We have no assurance that such financings will be available on favorable terms in the future. In general, we attempt to avoid exposure to liquidity risk by obtaining corporate financing through the issuance of shares.
As of April 30, 2026, we had cash of $201,132 to settle the cash settled obligation of current liabilities of $16,530,070 which fall due for payment within twelve months of the statement of financial position. As of July 31, 2025, we had cash of $3,446,111 to settle the cash settled obligation of current liabilities of $11,847,575 which fall due for payment within twelve months of the statement of financial position. All of our contractual obligations are current and due within one year.
Refer to “— Liquidity and Capital Resources” above.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of its holdings or financial instruments. At April 30, 2026, the Company has minimal exposure to these risks.
Inflation Risk
We do not believe that inflation had a significant impact on our results of operations for any periods presented in our interim financial statements. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, and our inability or failure to do so could harm our business, financial condition and results of operations.
Capital Management
Capital is comprised of our shareholders’ deficiency and any debt that we may issue. Our objectives when managing capital are to maintain financial strength and to protect our ability to meet ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for our shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels. We manage capital structure to maximize financial flexibility by making adjustments in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. We do not presently utilize any quantitative measures to monitor our capital, but rather we rely on our management’s expertise to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given our size, is reasonable.
There were no changes to our approach to capital management during the period. We are not subject to externally imposed capital requirements.
Inflation Reduction Act of 2022 (the “IR Act”)
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other measures, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation and the amount of the excise tax is generally 1% of the fair market value of the stock repurchased. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. For certain taxpayers affected by Hurricane Beryl, the deadline to file such returns and remit such payment has been extended to February 2025.
The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
Smaller Reporting Company
Additionally, we are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter. If we continue to be a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from these certain reduced disclosure requirements that are available to smaller reporting companies.
Evaluation of Disclosure of Controls and Procedures
Based on an evaluation as of April 30, 2026, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below. There have been no changes during the nine months ended April 30, 2026.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.
We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.
The above material weakness did not result in a material misstatement of our consolidated financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected.
Remediation Activities
We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.
Subsequent Events
Nasdaq Continued Listing Requirements, Hearing and Continued Listing
On November 18, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq notifying the Company that its net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market (the “Minimum Net Income Requirement”) and that the Company does not meet the alternatives of market value of listed securities or stockholders’ equity (collectively with the Minimum Net Income Requirement, the “Continued Listing Standards”). On February 23, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that the Nasdaq Staff had granted the Company an extension until May 18, 2026 to regain compliance with the Continued Listing Standards.
On April 7, 2026, the Company received written notification from Nasdaq that, because the bid price for the Company’s common shares had closed below the $1.00 per share minimum for 30 consecutive business days (February 23, 2026 to April 6, 2026), the Company was no longer in compliance with Nasdaq Listing Rule 5550(a)(1), and the Company requested a hearing before a Nasdaq panel. The hearing occurred on May 19, 2026. On May 20, 2026, due to the expiration of the compliance extension, the Company received formal notification that it had not regained compliance with the Minimum Net Income Requirement and that, accordingly, the panel will consider the net income deficiency, in addition to the minimum bid price deficiency, in its decision regarding the Company’s continued listing on Nasdaq. In connection with the Panel’s review, the Company provided supplemental written submissions to Nasdaq on May 22, 2026 and June 10, 2026. The Company is currently awaiting a decision from the Panel.
Helena Notice of Exclusive Control, Asserted Default and Settlement
On May 28, 2026, the Company received a Notice of Exclusive Control (the “Notice”) from Helena, the holder of the Company’s senior secured Convertible Promissory Note dated July 18, 2025, in the original principal amount of $10,000,000 (the “Note”). The Notice was delivered to BitGo Trust Company, Inc., the custodian of certain digital asset collateral held in a BitGo custodial account. Helena asserted that an Event of Default had occurred under the Note and related transaction documents based on the Company’s alleged failure to cause the registration statement on Form S-1 covering the resale of the conversion shares to be declared effective by the applicable deadline, and claimed an asserted mandatory default amount of approximately $4.5 million. Pursuant to the Notice, Helena instructed BitGo to exercise control rights over the custodial account, including liquidating the Bitcoin and Solana collateral; based on market values referenced in the Notice, the approximate value of the digital assets held in the account (approximately 22.23 Bitcoin, approximately 12,610 Solana and approximately $79,990 in U.S. dollars) was approximately $2.8 million. Disputes arose between the parties regarding the total amount outstanding, the treatment of the digital asset collateral, and the Company’s obligation to honor certain conversion notices, certain components of which the Company disputed.
On June 8, 2026, the Company and Helena entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) resolving all disputes relating to the Note on the following principal terms: (i) Conversion Share Delivery — the Company agreed to honor Helena’s outstanding conversion notices dated June 1, 2026 and June 4, 2026 in the aggregate amount of $295,000 in principal, with shares to be delivered no later than 10:00 a.m. Eastern Time on June 8, 2026; (ii) Collateral Credit — the parties agreed to credit the value of the digital asset collateral held in the BitGo custodial account at $2,600,000 (the “Agreed Collateral Value”), which amount has been applied against the outstanding obligations under the Note, with Helena retaining possession and control of the collateral; (iii) Remaining Debt — after giving effect to the conversion share delivery and the application of the Agreed Collateral Value, the parties agreed that the remaining amount owing under the Note is $1,000,000, which remains convertible by Helena at the Event of Default Discount Price in accordance with the terms of the Note; (iv) Leak-Out Restriction — Helena agreed that sales of shares received upon conversion of the Note will not exceed 10% of the average daily trading volume of the Company’s common shares over the ten trading days immediately preceding each sale; (v) Mutual Release — the parties exchanged mutual releases of all claims arising out of or relating to the transaction documents and the disputes, subject to carve-outs for obligations under the Settlement Agreement and the Company’s continuing obligations with respect to the Remaining Debt; and (vi) Merger Consent and Section 13 Waiver — Helena irrevocably consented to the proposed business combination among the Company, XCF Global, Inc. and Southern Energy Renewables, Inc. pursuant to the Business Combination Agreement dated April 13, 2026, and permanently waived any right to terminate such consent under Section 13 of the Consent and Waiver Agreement dated April 10, 2026, which consent and waiver survive any default by the Company under the Settlement Agreement. The Company disclosed the material terms of the Settlement Agreement in a Current Report on Form 8-K filed on June 8, 2026.
Termination of ELOC Agreement
On June 3, 2026, the Company terminated the ELOC Agreement, dated as of October 29, 2024, by and between the Company, Helena I and Focus Impact Sponsor, LLC, in accordance with its terms. Following the termination, no further advances may be made under the ELOC Agreement.
EEME Series A Preferred Stock Term Sheet
On June 3, 2026, the Company entered into a binding term sheet with EEME Energy SPV I, LLC (“EEME”) for a private placement of the Company’s Series A Non-Redeemable Convertible Preferred Stock in an aggregate investment amount of $6,000,000, of which $1.5 million had been funded as of the date of the term sheet. $5,000,000 of the net proceeds will be used to fund the Company’s investment in equity and/or debt securities of Southern, intended to partially satisfy Southern’s minimum capital commitment requirement under the BCA, and the remaining $1,000,000 will be used for general working capital purposes. This term sheet is intended to update and replace the binding term sheet entered into with EEME on December 3, 2025.
The Series A Preferred Stock is intended to qualify as permanent equity under U.S. GAAP, is perpetual with no mandatory redemption, and is convertible at the holder’s option into common stock at a conversion price based on the five-day volume-weighted average price of XCF Global common stock following the closing of the Business Combination or, if the BCA is terminated, of the Company’s common shares following such termination. The closing is subject to negotiation of definitive agreements and customary closing conditions, and no assurance can be given that the transaction will be consummated.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Based on an evaluation as of April 30, 2026, our management, including the Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were not effective to provide reasonable assurance because of a material weakness in our internal control over financial reporting as described below. There have been no changes during the nine months ended April 30, 2026.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended April 30, 2026 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.
We did not design or maintain an effective control environment commensurate with financial reporting requirements. Specifically, we did not consistently have documented evidence of review procedures and, due to resource limitations, did not always maintain segregation of duties between preparing and reviewing analyses, and reconciliations.
The above material weakness did not result in a material misstatement of our consolidated financial statements, however, it could result in a misstatement of our account balances or disclosures that would result in a material misstatement that would not be prevented or detected.
Remediation Activities
We are working to remediate the material weakness and are taking steps to strengthen our internal control over financial reporting through the continued hiring of additional appropriately skilled finance and accounting personnel with the requisite technical knowledge and skills. With the additional skilled personnel, we are taking appropriate and reasonable steps to remediate this material weakness through the implementation of appropriate segregation of duties, formalization of accounting policies and controls and retention of appropriate expertise for complex accounting transactions. We will not be able to fully remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time. Management will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on November 6, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, there have been no material changes to the risk factors previously disclosed under the caption “Risk Factors” in our Annual Report on Form 10-K.
Risks related to the Business Combination Agreement
The pending Mergers with XCF, Southern, DevvStream Merger Sub, and Southern Merger Sub may be delayed or may not be completed, and the applicable Business Combination Agreement may be terminated in accordance with its terms.
On April 13, 2026, the Company entered into the BCA with XCF, Southern, DevvStream Merger Sub, and Southern Merger Sub. The Transactions contemplate (i) a domestication of the Company into a Delaware corporation, (ii) a merger of Southern Merger Sub with and into Southern, with Southern surviving as a wholly-owned subsidiary of XCF, pursuant to which existing equity in Southern will be exchanged for XCF Common Shares, and (iii) a merger of DevvStream Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of XCF, pursuant to which each Company share will be cancelled and converted into the right to receive XCF Common Shares.
The completion of the Mergers remains subject to the satisfaction or waiver of a number of conditions as specified in the BCA, including, among others, stockholder approvals of XCF and the Company, the absence of any law or order prohibiting the Mergers or the Domestication, receipt of requisite regulatory approvals, applicable stock exchange listing approvals, the effectiveness of the registration statement, completion of the Domestication, certain financial and operational milestones (including annualized blended fuel product revenues in excess of $1.0 billion and minimum annualized EBITDA of $100 million), the approval by the State of Louisiana for Southern to issue bonds in an aggregate principal amount of at least $400,000,000, and dissent rights not having been exercised with respect to more than 3% of the issued and outstanding XCF Common Stock or Company Shares. No assurance can be given as to the timing of the satisfaction or waiver of these conditions or that these conditions will be satisfied or waived at all. Accordingly, there can be no assurance as to whether or when the Mergers will be completed.
In addition, any of Southern, XCF, or the Company may terminate the BCA under certain circumstances, including if the Mergers are not completed by the ten (10) month anniversary of the date of the BCA (subject to a one-time thirty (30)-day extension upon mutual written agreement). XCF may also terminate if it enters into a Superior Proposal, and the Company may also terminate if it enters into a Superior Proposal. Certain termination events may result in the payment of termination fees.
Litigation relating to the Mergers, if any, could delay or prevent the completion of the Mergers and result in substantial costs to the Company.
Governmental authorities or other third parties with appropriate standing may file litigation challenging the Mergers and seeking an order enjoining or otherwise delaying or prohibiting the completion of the Mergers. If any such litigation is successful, then such order may prevent the Mergers from being completed, or from being completed within the expected time frame. There can be no assurance that the Company or any other defendants would be successful in the outcome of any potential future lawsuits. Even if a lawsuit is without merit, it could result in substantial costs to the Company and divert management time and resources.
Failure to complete the Mergers could negatively impact the Company.
If the Mergers are not completed for any reason, the ongoing business and financial condition of the Company may be adversely affected, including in the following ways:
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the Company may experience negative reactions from the financial markets, including negative impacts on the market price of its common shares;
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the Company may experience negative reactions from its suppliers, distributors, vendors, customers or other third parties with whom it does business;
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the Company may experience negative reactions from employees;
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the Company will have incurred, and may continue to incur, significant costs relating to the Mergers, such as investment banking, legal, accounting and financial advisor fees and expenses, that it may not be able to recover;
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the Company will have expended significant time and resources that could otherwise have been spent on its existing business or the pursuit of other opportunities without realizing any of the potential benefits associated with the Mergers; and
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the Company may face litigation related to the failure to complete the Mergers or an enforcement proceeding with respect to its obligations under the BCA.
In addition, if the BCA is terminated and the Company seeks an alternative transaction, there can be no guarantee that it will be able to find or complete an alternative transaction on more attractive terms than the Mergers or at all.
The BCA restricts the Company’s business activities prior to the completion of the Mergers.
The BCA places certain restrictions on the operations of the Company and restricts the Company from taking certain other specified actions without the consent of XCF and Southern until the completion of the Mergers or the termination of the BCA. These restrictions, which could be in place for an extended period of time if the completion of the Mergers is delayed, could prevent the Company from pursuing attractive business opportunities that may arise prior to completion of the Mergers or from making appropriate changes to business or organizational structure. This could in turn adversely impact the Company’s results of operations, financial condition and cash flows.
The Mergers, including uncertainty regarding the Mergers, could disrupt the Company’s business relationships and adversely affect the Company’s ability to effectively manage its business.
As discussed above, the completion of the Mergers is subject to the satisfaction or waiver of several conditions. Many of these conditions are outside the Company’s control. Furthermore, each of the Company, XCF, and Southern have certain rights to terminate the BCA. Accordingly, there may be uncertainty regarding the completion of the Mergers. This uncertainty may cause customers, suppliers, vendors, strategic partners or other parties that have business relationships with the Company to delay or defer entering into contracts with, or making other decisions concerning, the Company or to seek to change or cancel existing business relationships with the Company, which could negatively affect the Company’s business regardless of whether the Mergers are ultimately completed. This could in turn adversely impact the Company’s results of operations, financial condition and cash flows.
The Mergers, regardless of whether they are completed, will continue to divert resources from ordinary operations, which could adversely affect the Company’s business.
The Company has diverted the attention of management and other resources to the Mergers. Whether or not the Mergers are completed, the pendency of the Mergers will continue to divert the attention of management and other resources from day-to-day operations to the completion of the Mergers. This diversion of management attention and other resources could adversely affect the Company’s ongoing business regardless of whether the Mergers are completed.
The Company has incurred and expects to continue to incur significant merger-related costs.
The Company has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Mergers. These costs and expenses have been, and will continue to be, significant. These costs and expenses include fees paid or payable to financial, legal and accounting advisors, potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by the Company regardless of whether the Mergers are completed. While the Company has assumed that a certain level of expenses would be incurred in connection with the Mergers, there are many factors beyond its control that could affect the total amount or the timing of these expenses. These costs and expenses could adversely impact the Company’s financial condition and liquidity.
Uncertainties associated with the Mergers could negatively impact the Company’s ability to attract, motivate and retain management personnel and other key employees.
Competition for qualified personnel can be intense. Current and prospective employees of the Company may experience uncertainty about their future role until strategies with regard to these employees are announced or executed, which may impair the Company’s ability to attract, retain and motivate key management, sales, marketing, and other personnel prior to completion of the Mergers. Employee retention may be particularly challenging as employees may experience uncertainty about their future roles with the combined company. If the Company is unable to retain personnel, including key management personnel, it could face disruptions in its operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.
Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our common shares, negatively impact the price of our common shares and negatively impact our ability to raise additional capital.
On November 18, 2025, DevvStream Corp. received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that its net income from continuing operations had fallen below the minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(3) and that the Company does not meet the alternatives of market value of listed securities or stockholders’ equity. In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has until January 2, 2026, which is 45 calendar days from the date the Notice was received, to provide Nasdaq with a plan to regain compliance with the Continued Listing Standards (the “Compliance Plan”).
On February 23, 2026, the Company received a letter from Nasdaq notifying the Company that based on the Compliance Plan and materials the Company submitted to Nasdaq, the Nasdaq Staff had granted the Company an extension until May 18, 2026 to regain compliance with the Continued Listing Standards, which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations. There can be no assurance that the Company will be successful in achieving its Compliance Plan, or that the Company will be able to regain or maintain compliance with the Continued Listing Standards.
Subsequently, on May 19, 2026, the Company appeared before the Panel at a hearing regarding the Company’s continued listing on Nasdaq. On May 20, 2026, due to the expiration of the Net Income Compliance Extension, the Company received formal notification that it has not regained compliance with the Net Income Requirement and that, accordingly, the Panel will consider the Net Income Deficiency in their decision regarding the Company’s continued listing on Nasdaq, in addition to considering the Company’s lack of compliance with the Minimum Bid Price Rule. In connection with the Panel’s review, the Company provided supplemental written submissions to Nasdaq on May 22, 2026 and June 10, 2026. The Company is currently awaiting a decision from the Panel.
If our common shares are delisted, it could reduce the price of our common shares and the levels of liquidity available to our stockholders. In addition, the delisting of our common shares could materially adversely affect our access to the capital markets and any limitation on liquidity or reduction in the price of our common shares could materially adversely affect our ability to raise capital. Delisting from The Nasdaq Capital Market could also result in other negative consequences, including the potential loss of confidence by suppliers, customers and employees, the loss of institutional investor interest and fewer business development opportunities.
None, other than as disclosed in the Company’s Current Reports on Form 8-K, the Company.2
On May 28, 2026, Helena Global Investment Opportunities 1 Ltd. ("Helena"), the holder of the Company’s senior secured Convertible Promissory Note (the "Note"), delivered a Notice of Exclusive Control to the Company’s digital-asset custodian and asserted that an Event of Default had occurred under the Note, claiming a mandatory default amount of approximately $4.5 million. The Company disputed certain components of the asserted amount. On June 8, 2026, the Company and Helena entered into a Settlement Agreement and Mutual Release resolving all disputes relating to the Note. Under the settlement, the pledged digital-asset collateral (which was not liquidated and remains held at the custodian under Helena’s control) was credited against the Note at an agreed value of $2,600,000, the remaining principal balance of the Note was fixed at $1,000,000, and Helena delivered its irrevocable consent to the Company’s proposed business combination with XCF Global, Inc. and a permanent waiver of its related termination right. See Note 19, "Subsequent Events," to the condensed consolidated interim financial statements and the Company’s Current Report on Form 8-K filed June 8, 2026.
Not applicable.
During the quarter ended April 30, 2026, no director or officer adopted terminated
The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-Q.
| Exhibit Number | Description |
| 2.1† | Business Combination Agreement, dated as of April 13, 2026, by and among the Company, XCF Global, Inc., Southern Energy Renewables Inc., DevvStream Merger Sub Inc., and Southern Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on April 14, 2026). |
| 3.1 | Certificate of Continuance of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by DevvStream on November 13, 2024). |
| 3.2 | Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by DevvStream on August 7, 2025). |
| 3.3 | By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by New PubCo on November 13, 2024). |
| 10.1 | Amendment No. 4 to the Strategic Partnership Agreement, dated November 28, 2025, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on November 3, 2025). |
| 10.2 | Securities Purchase Agreement, dated as of December 3, 2025, by and between the Company and EEME Energy SPV I LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on December 3, 2025). |
| 10.3 | Registration Rights Agreement, dated as of December 3, 2025, by and between the Company and EEME Energy SPV I LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by the Company on December 3, 2025). |
| 10.4 | Form of Company Support & Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by the Company on December 3, 2025). |
| 10.5 | Form of Southern Support & Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by the Company on December 3, 2025). |
| 10.6 | Transaction Term Sheet, dated as of January 26, 2026, by and among XCF Global Inc., Southern Energy Renewables Inc., DevvStream Corp., and EEME Energy SPV I LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on January 26, 2026). |
| 10.7 | Form of XCF Support & Lock-Up Agreement. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on April 14, 2026). |
| 10.8 | Form of DevvStream Support & Lock-Up Agreement. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed on April 14, 2026). |
| 10.9 | Form of Southern Support & Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed on April 14, 2026). |
| 10.10* | Preferred Stock Term Sheet, dated as of June 3, 2026, by and among DevvStream Corp. and EEME Energy SPV I LLC. |
| 10.11* | Settlement Agreement dated as of June 8, 2026, by and among DevvStream Corp. and Helena Global Investment Opportunities 1 Ltd. |
| 31.1** | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2** | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* Filed herewith.
** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+ Indicates management contract or compensatory plan.
Pursuant to the requirements 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 on this 15th day of June, 2026.
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DEVVSTREAM CORP.
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/s/ David Goertz
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Name:
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David Goertz
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Title:
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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74
Exhibit 10.10
CONFIDENTIAL – INDICATIVE TERM SHEET
Series A Non-Redeemable Convertible Preferred Stock
This binding term sheet (this “Term Sheet”), dated effective as of June 3, 2026, summarizes the principal terms of a proposed private placement (the “Transaction”) of Series A Non-Redeemable Convertible Preferred Stock of DevvStream Corp. (the “Company”) to EEME Energy SPV I, LLC (the “Investor”). Note: this security is intended to qualify as permanent equity under U.S. GAAP.
Notwithstanding the foregoing, the undersigned parties acknowledge and agree that (i) this Term Sheet is intended to and shall be binding upon each of them as of the date hereof to the extent provided herein, and (ii) until this Term Sheet is terminated in accordance with its terms, each of them will use its commercially reasonable efforts, in good faith, to complete due diligence, memorialize the Transaction and other arrangements effectuated hereby.
This Term Sheet is intended for the sole use of the parties. This information does not purport to be a complete description of the Transaction. This Term Sheet does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Security: Series A Non-Redeemable Convertible Preferred Stock
Investment Amount: $6,000,000
Closing: One or more closings on mutually agreed date(s)
Use of Proceeds: The Company will use $5,000,000 of net proceeds to fund the Company’s investment in equity and/or debt securities of Southern Energy Renewables, Inc. (the “Southern Securities”), as agreed by the parties, including capitalization of Southern or its subsidiaries and funding of project development expenditures. The Company may use the remainder of the proceeds ($1,000,000) from this investment for general working capital purposes, in its discretion. Note: This investment is intended to partially satisfy Southern’s minimum capital commitment requirement.
Initial Deposit. The Company acknowledges receipt of $1,500,000 from Investor (the “Deposit”), which shall be applied on a dollar-for-dollar basis toward the aggregate purchase price of the $6,000,000 Series A Non-Redeemable Convertible Preferred Stock financing at the closing of the Transaction. The balance shall be funded in one or more subsequent closings on mutually agreeable dates. Except as otherwise agreed by the parties in definitive documentation, the Deposit shall be non-refundable and credited as part of the Investor’s subscription for Series A Non-Redeemable Convertible Preferred Stock.
Ranking: Senior to common stock as to dividends and liquidation; junior to all indebtedness; pari passu with any future preferred not designated senior. Perpetual; no mandatory redemption, maturity, sinking fund, or repurchase obligation. Liquidation Preference - Original Issue Price plus declared but unpaid dividends, payable prior to common stock. Non-participating.
Dividends: Non-cumulative; payable only if, when, and as declared by the Company’s board of directors (the “Board”); payable in cash or common stock at the Company’s election. The dividend rate shall be determined by the Parties as part of the negotiation of the definitive documentation for the Transaction and shall be compounded annually.
1
Conversion: Convertible at holder’s option at any time after the earlier of (X) the closing of the transactions contemplated by that certain Business Combination Agreement (as may be amended, supplemented, restated and/or otherwise modified from time to time, the “BCA”), dated as of April 13, 2026, by and among XCF Global, Inc. (“XCF”), the Company, Southern Energy Renewables Inc., a Louisiana corporation, DevvStream Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global and Southern Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of XCF Global and (B) the termination of the BCA, at a conversion price based on (a) the five-day VWAP of XCF common stock during the five trading days immediately following the closing of the transactions contemplated by the BCA and (b) the five-day VWAP of the Company common shares during the five trading days immediately following the termination of the BCA, as applicable and as further set forth in definitive documents, subject to customary adjustments. Automatic conversion only upon (i) the closing of a change of control transaction, including the BCA, or (ii) the approval of holders of a majority of the Series A Non-Redeemable Convertible Preferred Stock following the termination of the BCA. Settlement shall be solely in shares of the Company’s common stock or, if the BCA is successfully consummated, XCF common stock, at the Company’s election, and in no event shall the Company be required to deliver a variable dollar value or to settle in cash or other assets, including as a result of any failure to obtain stockholder approval or to maintain sufficient authorized shares.
Protective Provisions: The Investor shall not be entitled to vote, other than to vote as a separate class on any matters that adversely affect the rights, preferences, or privileges of the Preferred Shares, including, without limitation, any amendments to Series A Non-Redeemable Convertible Preferred Stock terms, issuance of senior securities, liquidation or sale of substantially all assets, parity or junior dividends, or equity redemptions (other than employee programs).
Transfer / Registration: Issued pursuant to securities law exemptions; customary transfer restrictions; customary piggyback registration rights.
Issuer Call Right: Where agreed in definitive documentation, the Company may have an optional right to repurchase the Series A Non-Redeemable Convertible Preferred Stock at the Company’s election. The parties expect that any such repurchase right would be structured to preserve equity classification under U.S. GAAP and, if exercised, could be effected through non-cash, in-kind arrangements—including, as appropriate, the cancellation, return, or transfer back to the Company of some or all of the Southern Securities.
Public Listing Exploration (Investor Right) At the Investor’s request, the Company will use commercially reasonable efforts to evaluate and explore a public listing or other public liquidity pathway for the Series A Non-Redeemable Convertible Preferred Stock (or a successor security), including, as appropriate, pursuing CUSIP/ticker and DTC eligibility and preparing any related listing and/or registration materials. Any such listing or liquidity transaction will be subject to Board approval, applicable regulatory and exchange requirements, market conditions, and definitive documentation, and the Company will have no obligation to consummate a listing. Cost allocation for external third-party fees (exchange, DTC/transfer agent, outside counsel/advisors) will be set forth in the definitive documentation.
[Remainder of this page intentionally left blank]
2
IN WITNESS WHEREOF, each Party has caused this Term Sheet to be signed and delivered as of the date first written above.
DEVVSTREAM CORP.
By: /s/ Sunny Trinh
Name:
Sunny Trinh
Title: CEO
EEME Energy SPV I LLC
By: /s/ Majique Ladnier
Name: Majique Ladnier
Title: Managing Member
3
Exhibit 10.11
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (this "Agreement") is entered into as of June 8, 2026 (the "Effective Date"), by and between:
(1) DevvStream Corp., a company organized and existing under the laws of the Province of Alberta, Canada (the "Company" or "DEVS"); and
(2) Helena Global Investment Opportunities 1 Ltd., ("Helena," and together with the Company, the "Parties," and each, a "Party").
RECITALS
WHEREAS, on July 17, 2025, the Company issued a Convertible Promissory Note (the "Note") in favor of Helena, pursuant to which Helena extended financing to the Company, and the Parties entered into a related Securities Purchase Agreement (the "Purchase Agreement"), a Security Agreement (the "Security Agreement") and certain other Transaction Documents (as defined in the Purchase Agreement) of even date (collectively with the Note, the "Transaction Documents");
WHEREAS, the Company has acknowledged that it defaulted under the Note, with such default arising on or about October 31, 2025, triggering liquidated damages and other penalties under the terms of the Note (the "Default");
WHEREAS, Helena submitted two conversion notices to the Company, dated June 1, 2026 and June 4, 2026, respectively, in the amounts of $145,000 and $150,000 (collectively, the "Conversion Notices"), for a combined total of $295,000, which Conversion Notices the Company has not honored in accordance with Section 3.1 of the Note;
WHEREAS, in connection with the Transaction Documents, certain cryptocurrency collateral is held in a BitGo account for the benefit of Helena (the "Collateral");
WHEREAS, disputes have arisen between the Parties regarding, among other things, the Company's failure to honor the Conversion Notices, the total amount outstanding under the Note, the treatment of the Collateral, and certain other matters (collectively, the "Disputes");
WHEREAS, the Parties desire to resolve the Disputes and settle all claims, controversies, and causes of action between them, whether known or unknown, arising out of or relating to the Transaction Documents, the Disputes, and the matters described herein, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Article I — Definitions
1.1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note or the other Transaction Documents, as applicable. In addition, the following terms shall have the meanings set forth below:
1
"Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the City of New York are authorized or required by law to remain closed.
"Remaining Debt" has the meaning set forth in Section 2.3.
"Trading Day" means any day on which the principal trading market for the Company's common shares is open for trading.
"Trading Volume" means the aggregate number of shares of the Company's common shares traded on the principal trading market on any given Trading Day.
Article II — Settlement Terms
2.1 Honoring of Conversion Notices. The Company hereby irrevocably agrees to honor the Conversion Notices submitted by Helena on June 1, 2026 and June 4, 2026, in the amounts of $145,000 and $150,000, respectively, and shall deliver to Helena or its designee the common shares of the Company issuable in respect thereof no later than 10:00 AM Eastern Time on June 8, 2026 (the "Share Delivery Deadline"). Time is of the essence with respect to the Share Delivery Deadline. Failure by the Company to deliver such shares by the Share Delivery Deadline shall constitute a material breach of this Agreement and shall entitle Helena to pursue all rights and remedies available at law or in equity, including but not limited to those set forth in the Note and the other Transaction Documents.
2.2 Application of Collateral Value. The Parties acknowledge that certain cryptocurrency collateral is held in a BitGo account pursuant to the Transaction Documents. Helena agrees to apply the value of such Collateral toward the amounts owing under the Note, and Helena agrees to deem the value of the Collateral to be Two Million Six Hundred Thousand Dollars ($2,600,000) (the "Agreed Collateral Value") for all purposes under this Agreement and the Transaction Documents. The Agreed Collateral Value shall be credited against the outstanding obligations under the Note as of the Effective Date. Helena shall retain possession and control of the Collateral in accordance with the Transaction Documents and shall be entitled to liquidate or otherwise dispose of the Collateral in its discretion; provided, however, that Helena shall have no obligation to liquidate the Collateral on any particular timeline or at any particular price, and any proceeds received shall be for Helena’s sole benefit free and clear of any claim by the Company.
2.3 Acknowledgment of Remaining Debt. The Parties agree that, after giving effect to (a) the honoring of the Conversion Notices pursuant to Section 2.1 and (b) the application of the Agreed Collateral Value pursuant to Section 2.2, the remaining outstanding amount owing by the Company to Helena under the Note shall be One Million Dollars ($1,000,000) (the "Remaining Debt"). The Company hereby acknowledges and agrees to the Remaining Debt as a binding obligation of the Company, payable in accordance with the terms of the Note as modified by this Agreement. The Remaining Debt shall be convertible by Helena at the Event of Default Discount Price (as defined in the Note) in accordance with Section 2.2(c) of the Note until the Remaining Debt is repaid and/or converted in full and for the avoidance of doubt any such conversion remains subject to the delivery timeframes set forth in Section 3.2 of the Note.
2
2.4 Restriction on Prepayment; Conversion Rights During Notice Period. The Company agrees that it may not prepay the Remaining Debt, in whole or in part, without providing Helena with not less than ten (10) Business Days' prior written notice of its intention to prepay (the "Prepayment Notice Period"). During the Prepayment Notice Period, Helena shall have the right to submit additional conversion notices under the Note in accordance with its terms, and the Company shall be obligated to honor any such conversion notices in accordance with Section 2.5 hereof and the terms of the Note. Any prepayment by the Company shall be reduced by the amount of any conversion notices submitted and honored during the Prepayment Notice Period. For the avoidance of doubt, the Company shall not effect any prepayment until the expiration of the Prepayment Notice Period and until all conversion notices submitted during such period have been fully honored and the corresponding shares delivered.
2.5 Future Conversion Notices. The Company hereby explicitly and irrevocably agrees that it shall honor all future conversion notices submitted by Helena in respect of the Remaining Debt (or any portion thereof then outstanding) in accordance with and within the timeframes prescribed in Section 3.1 of the Note. The Company acknowledges that its obligation to deliver conversion shares upon receipt of a valid conversion notice is unconditional and shall not be subject to any set-off, counterclaim, defense, or condition precedent, except as expressly set forth in the Note. Any failure by the Company to honor a future conversion notice within the timeframes prescribed in the Note shall constitute an Agreement Default, and an Event of Default under the Note, entitling Helena to all remedies available thereunder and hereunder and at law or in equity.
2.6 Agreed Calculation Baseline. For the avoidance of doubt, the Remaining Debt reflects the following agreed adjustments to the amounts previously asserted by Helena: (a) accrued interest waived through May 2026 per the March 5, 2026 Mutual Agreement, with only the June 1–4 stub ($3,400) remaining; (b) RRA liquidated damages calculated from the amended Effectiveness Deadline of approximately November 8, 2025, totaling approximately $456,000 plus approximately $17,800 in interest thereon; (c) the 130% Mandatory Default Amount premium applied solely to the corrected base of outstanding principal plus stub interest (approximately $703,000); and (d) the §3.2 conversion-failure liquidated damages ($47,000) treated as standalone and not included in the MDA base. In the event of any reinstatement pursuant to Section 8.2(e), the Reinstated Balance shall be calculated using the foregoing agreed adjustments as the baseline — not the amounts previously asserted by Helena prior to this Agreement. Notwithstanding the forgoing, this Section 2.6 shall not be applicable in the event that the shares are not delivered pursuant to Section 2.1 and Section 2.5 herein.
Article III — Leak-Out Provisions
3.1 Daily Trading Limitation. Helena agrees that, from and after the Effective Date, Helena and its affiliates shall not sell the Company's common shares received upon conversion of the Note (collectively, "Conversion Shares") on any single Trading Day in an amount exceeding ten percent (10%) of the average daily Trading Volume of the Company's common shares over the ten (10) Trading Days immediately preceding such Trading Day (the "Daily Volume Limit").
3.2 Duration. The obligations set forth in this Article III shall remain in effect until the earlier of (a) the date on which the Remaining Debt has been reduced to zero, or (b) the occurrence of an Agreement Default (as defined in Section 8.1) that remains uncured following the expiration of the cure period set forth in Section 8.1(c), or (c) the occurrence of an Event of Default under the Note that remains uncured following the expiration of any applicable cure period thereunder.
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Article IV — Mutual Release
4.1 Release by Helena. Effective upon compliance in full with Section 2 hereof and the Company's execution and delivery of this Agreement, Helena hereby fully releases, acquits, and discharges the Company and each of its current and former officers, directors, employees, agents, representatives, successors, and assigns (collectively, the "Company Released Parties") from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or accrued, at law or in equity, arising out of or relating to the Transaction Documents, the Disputes, or any act, omission, event, or circumstance occurring on or before the Effective Date in connection therewith, including without limitation any claims relating to the Company's failure to honor the Conversion Notices (collectively, the "Helena Released Claims").
4.2 Release by the Company. Effective upon the Effective Date, the Company hereby fully releases, acquits, and forever discharges Helena and each of its current and former officers, directors, employees, agents, representatives, successors, and assigns (collectively, the "Helena Released Parties") from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, and liabilities of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or accrued, at law or in equity, arising out of or relating to the Transaction Documents, the Disputes, or any act, omission, event, or circumstance occurring on or before the Effective Date in connection therewith (collectively, the "Company Released Claims").
4.3 Scope of Release. The releases set forth in Sections 4.1 and 4.2 are intended to be broadly construed and shall extend to all claims arising out of or relating to the Transaction Documents and the Disputes, whether or not specifically enumerated herein. Each Party expressly waives any and all rights under any statute or common law principle that would otherwise limit the effect of the foregoing releases to claims known or suspected to exist at the time of execution of this Agreement.
4.4 Carve-Out from Release. Notwithstanding anything to the contrary in this Article IV, the releases set forth herein shall not extend to (a) any obligations arising under or pursuant to this Agreement, (b) the Company's continuing obligations under the Note with respect to the Remaining Debt, including the obligation to honor future conversion notices as set forth in Section 2.5, or (c) any obligations under the other Transaction Documents that expressly survive the Effective Date.
Article V — Representations and Warranties
5.1 Mutual Representations. Each Party represents and warrants to the other Parties that:
(a) Such Party has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
(b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate, company, or other organizational action, as applicable.
(c) This Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
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(d) The execution, delivery, and performance of this Agreement by such Party do not and will not violate, conflict with, or result in a breach of any provision of such Party's organizational documents, any applicable law, or any material agreement to which such Party is a party or by which such Party or its assets are bound.
5.2 Company Representations. The Company further represents and warrants to Helena that:
(a) As of the Effective Date, the Remaining Debt accurately reflects the outstanding amount owing to Helena under the Note after giving effect to the transactions contemplated by Sections 2.1 and 2.2.
(b) The Company has a sufficient number of authorized and unissued shares of common stock available to satisfy all conversion notices that Helena may submit with respect to the Remaining Debt.
(c) All Conversion Shares delivered pursuant to this Agreement and the Note shall be duly authorized, validly issued, fully paid, and non-assessable, and free and clear of all liens, encumbrances, and restrictions, other than applicable securities law restrictions.
(d) The Company shall take all actions necessary to ensure that the Conversion Shares are delivered free of any restrictive legends (other than as required by applicable securities laws) and are eligible for deposit into Helena's brokerage account through the Depository Trust Company or otherwise in accordance with the Note.
Article VI — Covenants
6.1 Public Statements. Neither Party shall issue any press release or make any public statement regarding this Agreement or the Disputes without the prior written consent of the other Party, except as may be required by applicable law, regulation, or the rules of any stock exchange on which the Company's securities are listed. In the event a Party is required by law or regulation to make a public disclosure, such Party shall provide the other Party with reasonable advance notice thereof and an opportunity to review and comment on the proposed disclosure.
6.1A SEC Disclosure. The Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the execution and material terms of this Agreement no later than 10:00 a.m. Eastern Time on Monday, June 8, 2026. Time is of the essence with respect to such filing deadline.
6.2 Cooperation. Each Party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably necessary or appropriate to carry out and effectuate the purposes and intent of this Agreement.
6.3 No Disparagement. No Party shall make, publish, or cause to be made or published any disparaging, defamatory, or derogatory statements, whether oral or written, regarding any other Party or any of such other Party's officers, directors, principals, affiliates, or representatives.
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6.3A Withdrawal of Threatened Communications. Helena hereby agrees to immediately and irrevocably withdraw, and to refrain from issuing, any threatened corrective press release, auditor notification, transfer-agent communication, or other similar communication referenced in Helena’s letter to the Company dated June 6, 2026, and Helena covenants that it shall not issue any such communication at any time following the Effective Date, provided that an Event of Default or Agreement Default has not occurred or is continuing.
6.4 Consent to Proposed Merger; Waiver of Section 13 Termination Right. Provided that the shares are delivered pursuant to Section 2.1 herein, Helena hereby irrevocably consents to the proposed business combination among the Company, XCF Global, Inc., a Delaware corporation (“XCF”), and Southern Energy Renewables Inc. (“Southern”), pursuant to the Business Combination Agreement dated as of April 13, 2026, by and among XCF, DevvStream Merger Sub Inc., Southern Merger Sub Inc., the Company, and Southern (the “Business Combination Agreement”), pursuant to which, among other things, DevvStream Merger Sub Inc. will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of XCF (the “Proposed Merger”). Helena acknowledges and agrees that, to the extent any consent, waiver, or approval of Helena is required under the Note, the Purchase Agreement, the Security Agreement, or any other Transaction Document in connection with the Proposed Merger, the domestication of the Company from Alberta to Delaware, or any other transaction contemplated by the Business Combination Agreement (including, without limitation, the assumption and conversion of the Note and any other DevvStream convertible securities into equivalent rights with respect to XCF common shares), such consent, waiver, and approval is hereby granted. Provided that the shares are delivered pursuant to Section 2.1 herein, Helena hereby irrevocably and permanently waives any right to terminate, accelerate, or seek to unwind the Proposed Merger under Section 13 of that certain Consent and Waiver Agreement dated April 10, 2026, by and between Helena and the Company (the “April 10 Consent & Waiver”), and such waiver shall not be subject to revocation or reinstatement for any reason, including any Agreement Default. For the avoidance of doubt, this consent shall not release, diminish, or otherwise affect any of the Company’s obligations under this Agreement or the Note with respect to the Remaining Debt, including the obligation to honor future conversion notices as set forth in Section 2.5, all of which obligations shall be assumed by XCF or its applicable subsidiary in connection with the Proposed Merger in accordance with the Business Combination Agreement.
Article VII — Conditions Precedent
7.1 Conditions to Helena's Obligations. The obligations of Helena under this Agreement are subject to the satisfaction or waiver of the following conditions on or before the Share Delivery Deadline:
(a) The Company shall have delivered the Conversion Shares in respect of the Conversion Notices in accordance with Section 2.1.
(b) The Company shall have executed and delivered this Agreement.
(c) The representations and warranties of the Company set forth herein shall be true and correct in all material respects as of the Effective Date.
7.2 Conditions to the Company's Obligations. The obligations of the Company under this Agreement are subject to the satisfaction or waiver of the following conditions:
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(a) Helena shall have executed and delivered this Agreement.
(b) The representations and warranties of Helena set forth herein shall be true and correct in all material respects as of the Effective Date.
Article VIII — Default and Remedies
8.1 Events of Default by the Company. The occurrence of any of the following shall constitute an event of default by the Company under this Agreement (each, an "Agreement Default"):
(a) The Company's failure to deliver the Conversion Shares by the Share Delivery Deadline and file the requisite Form 8-K by the deadline provided in Section 6.1A.
(b) The Company's failure to honor any future conversion notice within the timeframes prescribed in the Note.
(c) The Company's breach of any material provision of this Agreement that remains uncured for five (5) Business Days after reasonable written notice thereof from Helena specifying the breach in reasonable detail.
(d) Any representation or warranty made by the Company hereunder proving to have been materially false or misleading as of the date made.
8.2 Remedies Upon Agreement Default. Upon the occurrence of an Agreement Default that remains uncured following the expiration of any applicable cure period, Helena shall be entitled to pursue all rights and remedies available at law or in equity, including without limitation (a) specific performance of the Company's obligations hereunder, (b) all rights and remedies under the Note and the other Transaction Documents, and (c) recovery of all costs and expenses, including reasonable attorneys' fees, incurred in connection with the enforcement of this Agreement. Upon the occurrence of any such uncured Agreement Default, and in addition to any other remedies available to Helena hereunder or at law or in equity, (d) the release of Helena set forth in Section 4.1 shall be null and void and of no further force or effect, and all Helena Released Claims shall be fully reinstated as if such release had never been granted; (e) the acknowledgment of the Remaining Debt set forth in Section 2.3 shall be null and void, and the outstanding balance owing under the Note shall be reinstated to the full amount that would have been owing immediately prior to the Effective Date, after giving effect to the Agreed Collateral Value and any amounts converted or repaid following the date hereof plus all accrued and unpaid interest, fees, liquidated damages, and other amounts owing thereunder (the “Reinstated Balance”), and such Reinstated Balance shall be convertible by Helena at the Default Conversion Price (as defined in the Note) and all default provisions, penalties, and remedies set forth in the Note shall apply to the Reinstated Balance in full force and effect; and (f) all covenants and obligations of Helena under this Agreement, including without limitation the leak-out provisions set forth in Article III, shall be null and void and of no further force or effect. Notwithstanding the foregoing, provided that the shares are delivered pursuant to Section 2.1 herein, the consent to the Proposed Merger set forth in Section 6.4, including the waiver of Helena’s rights under Section 13 of the April 10 Consent & Waiver, shall survive any Agreement Default and shall not be revoked, reinstated, or otherwise affected by any Agreement Default or the exercise of any remedy hereunder. The rights and remedies set forth herein are cumulative and not exclusive of any other rights or remedies available to Helena.
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8.3 Helena Defaults. The occurrence of any of the following shall constitute an event of default by Helena under this Agreement (each, a “Helena Default”):
(a) Helena’s breach of the leak-out provisions set forth in Article III;
(b) Provided no Agreement Default has occurred or is continuing, Helena’s breach of the public statements or no-disparagement provisions set forth in Sections 6.1 or 6.3;
(c) Helena’s breach of the consent to the Proposed Merger set forth in Section 6.4; or
(d) Helena’s assertion of any Helena Released Claim against any Company Released Party in violation of Section 4.1.
8.4 Remedies Upon Helena Default. Upon the occurrence of a Helena Default that remains uncured for five (5) Business Days after reasonable written notice thereof from the Company specifying the breach in reasonable detail, the Company shall be entitled to pursue all rights and remedies available at law or in equity, including without limitation (a) specific performance of Helena’s obligations hereunder, (b) all rights and remedies under the Note and the other Transaction Documents, and (c) recovery of all costs and expenses, including reasonable attorneys' fees, incurred in connection with the enforcement of this Agreement. The rights and remedies set forth herein are cumulative and not exclusive of any other rights or remedies available to the Company.
Article IX — General Provisions
9.1 Entire Agreement. This Agreement, together with the Transaction Documents (as modified hereby), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral, relating to such subject matter. For the avoidance of doubt, except as expressly modified hereby, the Note, the Purchase Agreement, the Security Agreement, and the other Transaction Documents shall remain in full force and effect in accordance with their respective terms.
9.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties.
9.3 Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting the waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default, whether of the same or a different provision. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.
9.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
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9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
9.6 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Note; provided, however, that each Party acknowledges and agrees that irreparable harm would result from a breach of this Agreement, and each Party consents to the entry of temporary and permanent injunctive relief in any court of competent jurisdiction to enforce the provisions of this Agreement, without the necessity of posting any bond or security.
9.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) when delivered personally, (b) when sent by electronic mail (with confirmation of receipt), (c) one (1) Business Day after being sent by nationally recognized overnight courier, or (d) three (3) Business Days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the Parties at their respective addresses set forth below or at such other addresses as a Party may designate by notice in accordance with this Section:
If to the Company:
DevvStream Corp.
2108 N St., Suite 4254
Sacramento, California 95816
Attention: Sunny Trinh
Email: sunny@devvstream.com
With a copy to:
David J. Mack, Esq.
Shumaker, Loop & Kendrick, LLP
1000 Jackson Street Toledo, OH 43604
Email: dmack@shumaker.com
If to Helena:
Helena Global Investment Opportunities 1 Ltd.
71 Fort Street
3rd Floor
Grand Cayman, Cayman Islands KY1-1111
Attention: Jeremy Weech
Email: jeremy@helenapartners.com
With a copy to:
Lucosky Brookman LLP
101 Wood Avenue South
Fifth Floor
Woodbridge, NJ 08830
Attn: Seth Brookman, Esq.
Email: sbrookman@lucbro.com
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9.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (including PDF) or other electronic transmission shall be equally effective as delivery of a manually executed counterpart.
9.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. Neither this Agreement nor any right, interest, or obligation hereunder may be assigned by any Party without the prior written consent of the other Parties, except that Helena may assign its rights hereunder to an affiliate without the Company's consent.
9.10 No Third-Party Beneficiaries. Except as expressly set forth in Article IV with respect to the Company Released Parties and the Helena Released Parties, nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties and their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.
9.11 Construction. This Agreement has been negotiated by the Parties and their respective counsel and shall be construed fairly in accordance with its terms and without any strict construction in favor of or against any Party. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation hereof.
9.12 Attorneys' Fees. In the event of any action or proceeding to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.
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DEVVSTREAM CORP.
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By:
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/s/ Sunny Trinh
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Name:
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Sunny Trinh
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Title:
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CEO
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HELENA GLOBAL INVESTMENT OPPORTUNITIES 1 LTD.
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By:
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/s/ Jeremy Weech
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Name:
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Jeremy Weech
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Title:
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Authorized Signatory
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Exhibit 31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sunny Trinh, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of DevvStream Corp.;
2.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
3.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
4.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: June 15, 2026
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By:
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/s/ Sunny Trinh
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Sunny Trinh
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Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Goertz, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of DevvStream Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: June 15, 2026
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By:
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/s/ David Goertz
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David Goertz
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Chief Financial Officer
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(Principal Financial Officer and Accounting Officer)
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Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of DevvStream Corp. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Sunny Trinh, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
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Date: June 15, 2026
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By:
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/s/ Sunny Trinh
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Sunny Trinh
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Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of DevvStream Corp. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, David Goertz, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
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Date: June 15, 2026
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By:
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/s/ David Goertz
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David Goertz
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Chief Financial Officer
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(Principal Financial Officer and Accounting Officer)
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