[S-1/A] Focus Impact Acquisition Corp. Warrant Amends IPO Registration Statement
Filing Impact
Filing Sentiment
Form Type
S-1/A
Rhea-AI Filing Summary
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) filed an amended S-1 registration statement (S-1/A) on June 29 2025. The submission appears to be a routine update to warrant-related disclosures tied to the company’s prior IPO prospectus. The text supplied contains no new financial statements, risk factors, material contracts, or legal proceedings, suggesting the amendment is administrative rather than strategic. Given the absence of quantitative data or significant corporate actions, the filing is unlikely to affect the company’s valuation or near-term operations.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) ha presentato un modificato modulo di registrazione S-1 (S-1/A) il 29 giugno 2025. La documentazione sembra essere un aggiornamento di routine alle informazioni relative ai warrant collegato al prospetto IPO precedente della società. Il testo fornito non contiene nuovi bilanci, fattori di rischio, contratti rilevanti o procedimenti legali, suggerendo che l'emendamento sia di natura amministrativa piuttosto che strategica. Considerando l'assenza di dati quantitativi o azioni societarie significative, la presentazione difficilmente influenzerà la valutazione dell'azienda o le operazioni a breve termine.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) presentó una declaración de registro S-1 enmendada (S-1/A) el 29 de junio de 2025. La presentación parece ser una actualización rutinaria de las divulgaciones relacionadas con los warrants vinculada al prospecto de IPO previo de la compañía. El texto proporcionado no incluye nuevos estados financieros, factores de riesgo, contratos materiales ni procedimientos legales, lo que sugiere que la enmienda es de carácter administrativo más que estratégico. Dada la ausencia de datos cuantitativos o acciones corporativas significativas, es poco probable que la presentación afecte la valoración de la empresa o sus operaciones a corto plazo.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW)는 2025년 6월 29일에 수정된 S-1 등록 서류(S-1/A)를 제출했습니다. 이번 제출은 회사의 이전 IPO 설명서와 관련된 워런트 관련 공시의 정기적인 업데이트로 보입니다. 제공된 문서에는 새로운 재무제표, 위험 요인, 주요 계약 또는 법적 절차가 포함되어 있지 않아 이번 수정이 전략적이라기보다는 행정적인 성격임을 시사합니다. 정량적 데이터나 중요한 기업 활동이 없으므로 이번 제출이 회사의 가치 평가나 단기 운영에 영향을 미칠 가능성은 낮습니다.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) a déposé une déclaration d’enregistrement S-1 modifiée (S-1/A) le 29 juin 2025. Cette soumission semble être une mise à jour de routine des informations relatives aux bons de souscription liée au prospectus IPO antérieur de la société. Le texte fourni ne contient pas de nouveaux états financiers, facteurs de risque, contrats importants ou procédures judiciaires, ce qui suggère que l’amendement est de nature administrative plutôt que stratégique. En l’absence de données quantitatives ou d’actions significatives, ce dépôt est peu susceptible d’affecter la valorisation de la société ou ses opérations à court terme.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) reichte am 29. Juni 2025 eine geänderte S-1-Registrierungserklärung (S-1/A) ein. Die Einreichung scheint ein routinemäßiges Update der warrantbezogenen Angaben im Zusammenhang mit dem vorherigen IPO-Prospekt des Unternehmens zu sein. Der bereitgestellte Text enthält keine neuen Finanzberichte, Risikofaktoren, wesentlichen Verträge oder Rechtsstreitigkeiten, was darauf hindeutet, dass die Änderung administrativer und nicht strategischer Natur ist. Aufgrund des Fehlens quantitativer Daten oder bedeutender unternehmerischer Maßnahmen wird die Einreichung wahrscheinlich weder die Bewertung des Unternehmens noch dessen kurzfristige Geschäftstätigkeit beeinflussen.
Positive
- None.
Negative
- None.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) ha presentato un modificato modulo di registrazione S-1 (S-1/A) il 29 giugno 2025. La documentazione sembra essere un aggiornamento di routine alle informazioni relative ai warrant collegato al prospetto IPO precedente della società. Il testo fornito non contiene nuovi bilanci, fattori di rischio, contratti rilevanti o procedimenti legali, suggerendo che l'emendamento sia di natura amministrativa piuttosto che strategica. Considerando l'assenza di dati quantitativi o azioni societarie significative, la presentazione difficilmente influenzerà la valutazione dell'azienda o le operazioni a breve termine.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) presentó una declaración de registro S-1 enmendada (S-1/A) el 29 de junio de 2025. La presentación parece ser una actualización rutinaria de las divulgaciones relacionadas con los warrants vinculada al prospecto de IPO previo de la compañía. El texto proporcionado no incluye nuevos estados financieros, factores de riesgo, contratos materiales ni procedimientos legales, lo que sugiere que la enmienda es de carácter administrativo más que estratégico. Dada la ausencia de datos cuantitativos o acciones corporativas significativas, es poco probable que la presentación afecte la valoración de la empresa o sus operaciones a corto plazo.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW)는 2025년 6월 29일에 수정된 S-1 등록 서류(S-1/A)를 제출했습니다. 이번 제출은 회사의 이전 IPO 설명서와 관련된 워런트 관련 공시의 정기적인 업데이트로 보입니다. 제공된 문서에는 새로운 재무제표, 위험 요인, 주요 계약 또는 법적 절차가 포함되어 있지 않아 이번 수정이 전략적이라기보다는 행정적인 성격임을 시사합니다. 정량적 데이터나 중요한 기업 활동이 없으므로 이번 제출이 회사의 가치 평가나 단기 운영에 영향을 미칠 가능성은 낮습니다.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) a déposé une déclaration d’enregistrement S-1 modifiée (S-1/A) le 29 juin 2025. Cette soumission semble être une mise à jour de routine des informations relatives aux bons de souscription liée au prospectus IPO antérieur de la société. Le texte fourni ne contient pas de nouveaux états financiers, facteurs de risque, contrats importants ou procédures judiciaires, ce qui suggère que l’amendement est de nature administrative plutôt que stratégique. En l’absence de données quantitatives ou d’actions significatives, ce dépôt est peu susceptible d’affecter la valorisation de la société ou ses opérations à court terme.
Focus Impact Acquisition Corp. Warrant (NASDAQ:FIACW) reichte am 29. Juni 2025 eine geänderte S-1-Registrierungserklärung (S-1/A) ein. Die Einreichung scheint ein routinemäßiges Update der warrantbezogenen Angaben im Zusammenhang mit dem vorherigen IPO-Prospekt des Unternehmens zu sein. Der bereitgestellte Text enthält keine neuen Finanzberichte, Risikofaktoren, wesentlichen Verträge oder Rechtsstreitigkeiten, was darauf hindeutet, dass die Änderung administrativer und nicht strategischer Natur ist. Aufgrund des Fehlens quantitativer Daten oder bedeutender unternehmerischer Maßnahmen wird die Einreichung wahrscheinlich weder die Bewertung des Unternehmens noch dessen kurzfristige Geschäftstätigkeit beeinflussen.
As filed with the United States Securities and
Exchange Commission on June 27, 2025.
Registration No. 333-286070
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 2 to
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| Alberta, Canada |
001-40977
|
86-2433757 |
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
2108 N St., Suite 4254
Sacramento, California
(Address of principal executive offices)
|
95816
(Zip Code)
|
(818) 683-2765
(Registrant’s telephone number, including area code)
Sunny Trinh, Chief Executive Officer
2108 N St., Suite 4254
Sacramento, California 95816
(647) 689-6041
With copies to:
Julio C. Esquivel, Esq.
Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard
Suite 2800
Tampa, Florida 33602
Telephone: (813) 229-7600
Facsimile: (813) 229-1660
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
|
|
☐
|
|
|
Accelerated filer
|
|
|
☐
|
|
|
|
|
☒
|
|
|
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 to
Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(A) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission,
acting pursuant to section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1 of DevvStream Corp. (File No. 333-286070) (the “Registration
Statement”) is being filed to incorporate the Form 10-Q filed on June 23, 2025. Accordingly, this Amendment consists only of the facing page, this explanatory note, the Form 10-Q, and the signature page to the Registration Statement. The remainder
of the prospectus of the Registration Statement is unchanged and has been omitted.
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 April 30, 2025
OR
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
DEVVSTREAM CORP.
(Exact name of registrant as specified in its charter)
|
Alberta, Canada
|
001-40977
|
86-2433757
|
||
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
2108 N St., Suite 4254
Sacramento, California
|
95816
|
|
|
(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
|
||
|
Common shares
|
DEVS
|
The Nasdaq Stock Market LLC
|
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
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
|
Emerging growth company
|
☒
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As of June 23, 2025, 33,461,734 common shares were issued and outstanding.
DEVVSTREAM CORP.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
|
Page
|
||
|
PART I – FINANCIAL INFORMATION
|
1
|
|
|
Item 1.
|
Financial Statements
|
1
|
|
Condensed Consolidated Interim Balance Sheets as of April 30, 2025 (unaudited) and July 31, 2024
|
3
|
|
|
Condensed Consolidated Interim Statements of Operations for the Three and Nine Months Ended April 30, 2025 and 2024 (unaudited)
|
4
|
|
|
Condensed Consolidated Interim Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended April 30, 2025 and 2024 (unaudited)
|
5
|
|
|
Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended April 30, 2025 and 2024 (unaudited)
|
7
|
|
|
Notes to Condensed Consolidated Interim Financial Statements (unaudited)
|
8
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
33
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
47
|
|
Item 4.
|
Control and Procedures
|
47
|
|
PART II – OTHER INFORMATION
|
48
|
|
|
Item 1.
|
Legal Proceedings
|
48
|
|
Item 1A.
|
Risk Factors
|
48 |
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
48
|
|
Item 3.
|
Defaults Upon Senior Securities
|
48 |
|
Item 4.
|
Mine Safety Disclosures
|
48 |
|
Item 5.
|
Other Information
|
48
|
|
Item 6.
|
Exhibits
|
49 |
|
SIGNATURES
|
52
|
|
Table of Contents
PART I – FINANCIAL INFORMATION
| Item 1. |
Financial Statements
|
DevvStream Corp.
Condensed Consolidated Interim Financial Statements
(Expressed in United States dollars)
For the nine months ended April 30, 2025 and 2024 (unaudited)
Table of Contents
INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|
Page
|
|
|
Condensed Consolidated Interim Balance Sheets as of April 30, 2025 and July 31, 2024
|
3
|
|
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and nine months ended April 30, 2025 and 2024
|
4
|
|
Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and nine months ended April 30, 2025 and 2024
|
5
|
|
Condensed Consolidated Interim Statements of Cash Flows for the nine months ended April 30, 2025 and 2024
|
7
|
|
Notes to the Condensed Consolidated Interim Financial Statements
|
8
|
Table of Contents
|
DevvStream Corp.
|
|
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
|
|
(Unaudited - Expressed in United States dollars)
|
|
As at
|
April 30,
2025
|
July 31,
2024
|
||||||
|
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
|
|
|
||||||
|
Equipment
|
|
|
||||||
| 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
|
||||||||
|
Mandatory convertible debentures
|
|
|
||||||
|
Convertible debentures – related parties
|
|
|
||||||
|
Derivative liabilities
|
|
|
||||||
|
Warrant liabilities
|
||||||||
|
Stock option liabilities
|
||||||||
|
Stop loss provision liabilities
|
||||||||
|
Total current liabilities
|
|
|
||||||
|
Shareholders’ deficiency
|
||||||||
|
Common shares
(
|
|
|
||||||
|
Additional paid in capital
|
|
|
||||||
| Subscription receivable |
( |
) | ||||||
|
Accumulated other comprehensive loss
|
|
|
||||||
|
Deficit
|
(
|
)
|
(
|
)
|
||||
|
Total shareholders’ deficiency
|
(
|
)
|
(
|
)
|
||||
|
Total liabilities and shareholders’ deficiency
|
$
|
|
$
|
|
||||
| Going concern (Note 2(b)) |
||||||||
| Commitments and contingencies (Note 17) |
||||||||
| Subsequent events (Note 18) |
||||||||
See accompanying notes to the condensed consolidated interim financial statements.
Table of Contents
|
DevvStream Corp.
|
|
|
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|
|
(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,
|
|||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
| 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) |
||||||||||||||||
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Accretion expense
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
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
|
(
|
)
|
|
|
|
|||||||||||
|
Stop-loss provision loss
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Equity loss on investment in associate
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Gain on settlement of debt
|
|
|
|
|
||||||||||||
|
Foreign exchange gain
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
| 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.
Table of Contents
|
DevvStream
|
||||||||||||||
|
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
|
||||||||||||||
|
(Unaudited - Expressed in United States dollars)
|
|
Number of
Shares
|
Additional Paid-
in Capital
|
Subscription
receivable
|
Accumulated
Deficit
|
Accumulated
other
comprehensive
income (loss)
|
Total
shareholders’
equity
(deficiency)
|
|||||||||||||||||||
| Balance, July 31, 2023 |
|
$
|
|
$ |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
|
Share based compensation – RSUs
|
-
|
|
|
|
|
|||||||||||||||||||
|
Share based compensation – Options
|
-
|
|
|
|
|
|||||||||||||||||||
|
Shares issued for warrant exercises
|
|
|
|
|
|
|||||||||||||||||||
|
Foreign currency translation
|
-
|
|
|
|
|
|||||||||||||||||||
|
Net loss
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
| Balance, April 30, 2024 |
|
$
|
|
$ |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
| 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 | $ | $ |
( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||||||||
Table of Contents
|
DevvStream Corp.
|
||||||||||||||
|
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
|
||||||||||||||
|
(Unaudited - Expressed in United States dollars)
|
|
Number of
Shares
|
Additional Paid-
in Capital
|
Subscription
receivable
|
Accumulated
Deficit
|
Accumulated
other
comprehensive
income (loss)
|
Total
shareholders’
equity
(deficiency)
|
|||||||||||||||||||
| Balance, January 31, 2024 |
|
$
|
|
$ |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
|
Share based compensation - RSUs
|
-
|
|
|
|
|
|||||||||||||||||||
|
Share based compensation - Options
|
-
|
|
|
|
|
|||||||||||||||||||
|
Foreign currency translation
|
-
|
|
|
|
|
|||||||||||||||||||
|
Net loss
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
|
Balance, April 30, 2024
|
|
$
|
|
$ |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
|
Balance, January 31, 2025
|
|
$
|
|
$ |
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||||
|
Share based compensation - RSUs
|
-
|
|
|
|
|
|||||||||||||||||||
|
Share based compensation - Options
|
-
|
|
|
|
|
|||||||||||||||||||
|
Shares issued for PIPE financing
|
|
|
( |
) |
|
|
(
|
)
|
||||||||||||||||
|
Shares issued for ELOC commitment
|
|
|
|
|
|
|||||||||||||||||||
|
Shares issued for ELOC drawdown
|
||||||||||||||||||||||||
|
Share issuance costs
|
- | ( |
) | ( |
) | |||||||||||||||||||
|
Foreign currency translation
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Net income
|
-
|
|
|
|
|
|||||||||||||||||||
| Balance, April 30, 2025 |
|
$
|
|
$ | ( |
) |
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||
Table of Contents
|
DevvStream Corp.
|
|
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30,
|
2025
|
2024
|
||||||
|
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
|
||||||||
|
Impairment of carbon credits
|
||||||||
|
Stop-loss provision loss
|
||||||||
|
Non-cash general and administrative
|
|
|||||||
|
Accrued interest
|
|
|
||||||
|
Accretion expense
|
|
|
||||||
|
Changes in non-cash working capital items:
|
||||||||
|
Trade receivable
|
( |
) | ||||||
|
GST receivable
|
( |
) | ||||||
|
Other receivables
|
(
|
)
|
(
|
)
|
||||
|
Carbon credits
|
( |
) | ||||||
|
Prepaid expenses
|
(
|
)
|
|
|||||
|
Accounts payable and accrued liabilities
|
|
|
||||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
Investing activity
|
||||||||
|
Cash assumed on RTO
|
||||||||
|
Net cash provided by investing activity
|
||||||||
|
Financing activities
|
||||||||
|
Proceeds from convertible debentures
|
|
|
||||||
|
Proceeds from warrant exercise
|
|
|
||||||
|
Proceeds from PIPE financing
|
|
|||||||
| Proceeds from ELOC drawdown |
||||||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Effect of exchange rate changes on cash
|
|
(
|
)
|
|||||
|
Net decrease in cash
|
(
|
)
|
(
|
)
|
||||
|
Cash, Beginning
|
|
|
||||||
|
Cash, Ending
|
$
|
|
$
|
|
||||
|
Supplemental information:
|
||||||||
|
Financing costs in accounts payable and accrued liabilities
|
$ | $ | ||||||
|
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
|
$ | $ | ||||||
See accompanying notes to the condensed consolidated interim financial statements.
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
1.
|
Nature of operations
|
DevvStream Corp. (formerly Focus Impact Acquisition Corp.) (the “Company” or “Devv Corp.”) is a company existing under the Business Corporations Act of Alberta,
Canada. The head office is located at 2133 – 1177 West Hastings Street, Vancouver, BC V6E 2K3 and its records and registered office is located at #1700, 421 – 7th Avenue S.W., Calgary, Alberta, T2P 4K9.
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”.
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, 2025.
Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash
flows. In the opinion of management, the accompanying condensed consolidated interim financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,
operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial
statements for the year ended July 31, 2024. The interim period results do not necessary 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.
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
2.
|
Basis of preparation (continued)
|
|
(b)
|
Going concern
|
These unaudited condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which
assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. As at April 30, 2025, the Company has a working capital deficit
and incurred negative cash flows and losses since inception. 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, 2025, the Company’s subsidiaries were:
|
Name of subsidiary
|
Place of incorporation
|
Ownership
|
|||
|
Devv Holdings
|
Vancouver, |
% | |||
|
Devvstream, Inc. (“DESG”)
|
|
% | |||
|
DevvESG Streaming Finco Ltd (“Finco”)
|
|
% | |||
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 $19 .
On November 6, 2024, the Company made an investment into Monroe Sequestration Partners, LLC (“MSP”). The Company owns
|
(d)
|
Variable interest entities (“VIE”)
|
A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such
that equity investors lack the ability to control the entity’s activities or do not substantially participate in the gains and losses of the entity. Upon inception of a contractual agreement, and thereafter, if a reconsideration event occurs, the
Company performs an assessment to determine whether the arrangement contains a variable interest in an entity and whether that entity is a VIE. The primary beneficiary of a VIE is the party that has both the power to direct the activities that
most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Where the Company concludes that it is the primary
beneficiary of a VIE, the Company consolidates the accounts of that VIE.
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
2.
|
Basis of preparation (continued)
|
|
(e)
|
Functional and presentation currencies
|
Effective August 1, 2024, the Company reassessed its functional currency and the functional currency of its subsidiaries due to changes in underlying transactions,
events, and conditions. As a result of this reassessment, the Company determined that its functional currency changed from the Canadian dollar (“CAD$”) to the United States dollar (“US$”) for Devv Holdings and DESG. Finco’s functional currency
remained CAD$. This change aligns with the business’s future focus and the effective date of the Devv Corp.’s Form S-4 Registration Statement with the SEC, a crucial part of the De-SPAC transaction closing. The change in functional currency was
accounted for prospectively from August 1, 2024, with no impact on prior year comparative information. Upon the change in functional currency on August 1, 2024, 1,220,668 of the Company’s warrants which had strike prices denominated in CAD$ were reclassified as warrant liabilities (Note 11). Determining the functional currency involved significant
judgments to assess the primary economic environment in which the Company operates, including factors such as the currency of underlying transactions, the location of key operations, and the currency of expected cash flows.
The Company’s presentation currency is and continues to be the United States dollar.
|
(f)
|
Use of estimates and judgments
|
In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the applicability of
the Company’s accounting policies. In preparing these condensed consolidated interim financial statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and
for the year ended July 31, 2024, other than the below:
Critical Judgements
Investment in Associate
In October 2024, the Company acquired a 50 % voting
interest in MSP. Even though the Company holds 50 % of the voting interest, it does not consider that it controls MSP. This is because
the remaining 50 % is held by one party and its affiliates and the operating agreement of MSP dictates that the other shareholder shall
manage the affairs of MSP. The Company considers that it has significant influence over MSP based on its share of ownership, and accounts for the investment for using the equity method of accounting.
Significant Estimates
Warrant Liabilities
Warrant liabilities are measured at fair value. Warrants are measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model utilizes
subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life. Changes in these input assumptions can significantly affect the fair value estimate.
Stock Option Liabilities
Stock option liabilities are measured at fair value. Stock options are measured using the Black-Scholes option pricing model. The Black-Scholes option pricing model
utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, and expected life. Changes in these input assumptions can significantly affect the fair value estimate.
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
2.
|
Basis of preparation (continued)
|
Fair value of consideration in De-SPAC transaction
The fair value of consideration to acquire the Company in the De-SPAC transaction comprised of common shares and replacement warrants. The share price of Devv
Holdings as at the date of issuance is a significant estimate. In determining the estimate, management considered recent financings and the trading prices of the entities. The replacement warrants were valued using the Black-Scholes option
pricing model which utilizes subjective assumptions such as fair value of the underlying share, expected price volatility, expected life and estimated forfeitures.
|
(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.
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, 2024 except for the addition below:
Warrant liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic 815, Derivatives and Hedging (“Topic 815”). This assessment, which requires the use of professional judgment, is conducted at the time of warrant
issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
3.
|
Significant accounting policies (continued)
|
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a
component of additional paid-in capital at the time of issuance or modification. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the
date of issuance, and each balance sheet date thereafter. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statement of
operations.
The Company has concluded that certain warrants no longer meet the criteria for equity classification and must be recorded as a liability,
upon the change in the Company’s functional currency. Accordingly, the Company re-classified warrants denominated in functional currencies other than the Company’s functional currency as a liability at fair value and will adjust the liability to fair
value at each reporting period.
Stock option liabilities
The Company accounts for stock options as either equity-classified or liability-classified instruments based on an assessment of the stock
options’s specific terms and applicable authoritative guidance ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) and ASC Topic
815, Derivatives and Hedging (“Topic 815”). This assessment, which requires the use of professional judgment, is conducted at the time of stock
option issuance and as of each subsequent quarterly period end date while the stock options are outstanding.
For issued or modified stock option that meet all of the criteria for equity classification, the stock options are required to be recorded
as a component of additional paid-in capital at the time of issuance or modification. For issued or modified stock options that do not meet all the criteria for equity classification, the stock options are required to be recorded at their initial
fair value on the date of issuance, and each balance sheet date thereafter. This liability is subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated
statement of operations.
The Company has concluded that certain stock options no longer meet the criteria for equity classification and must be recorded as a
liability, upon the completion of the De-SPAC transaction and commencement of trading on the NASDAQ. Accordingly, the Company re-classified stock options denominated in functional currencies other than the Company’s functional currency as a liability
at fair value and will adjust the liability to fair value at each reporting period.
Carbon credits
The Company acquires carbon credits for the purposes of resale, and as such accounts for the credits as inventories of the Company under
ASC 330. Accordingly, the carbon credits are stated at the lower of cost and net realizable value.
Stop-loss provision liabilities
Certain contracts entered into for the purchase of
carbon credits which were settled in shares include stop-loss provisions that requires the Company to issue additional shares of the Company to the sellers, representing the shortfall between the agreed upon value of the purchased credits and the
market value of shares of the Company received by the sellers at the time of such stop-loss provisions being triggered. Such contractual obligations to reimburse sellers would take effect in various timeframes, up to 18 months from the date of purchase.
The Company accounts for stop-loss provision liabilities in accordance with ASC Topic 450, Contingencies (“Topic 450”) and Distinguishing Liabilities from Equity (“Topic 480”).
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
3.
|
Significant accounting policies (continued)
|
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.
An instrument falls within the scope of Topic 480 and is accounted for as a liability if the instrument is to be settled with a variable
number of shares the monetary value of which is based solely or predominantly on a fixed monetary amount known at inception.
The Company assessed that such obligations are probable and estimable, insofar as the Company has received the carbon credits underlying
the transaction, and accordingly, the Company accrued for liabilities on the stop-loss provisions based on the price of the Company’s common stock trading on the NASDAQ, and will adjust the liability at each reporting period.
| 4. |
Reverse takeover
|
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
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 9)
|
(
|
)
|
||
|
Total net assets (liabilities)
|
$
|
(
|
)
|
|
|
|
||||
|
Reduction to additional paid in capital as a result of the recapitalization
|
$
|
|
|
5.
|
Carbon credits
|
Table of Contents
|
DevvStream Corp.
|
|
Notes to Condensed Consolidated Interim Financial Statements
|
|
(Unaudited - Expressed in United States dollars)
|
|
For the nine months ended April 30, 2025 and 2024
|
|
6.
|
Investment in associate
|
On November 6, 2024, the Company received 2,000,000
shares in MSP, in connection with an agreement to acquire a stake in MSP in exchange for 2,000,000 shares of the Company that was
entered into on October 28, 2024. At the time of acquisition, the 2,000,000 shares of MSP received by the Company represented 50 % of 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, 2025, the Company’s share of ownership remained at 50 %. Management assessed that the Company has significant influence over MSP based on its share of ownership, and that the investment should be
accounted for using the equity method of accounting.
Summarized financial information of MSP 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, 2025
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cash
|
|
|
|
|
Due from
|
|
|
|
|
Prepaid expenses
|
|
|
|
|
Start-up costs, net
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
|
Convertible notes
|
|
|
|
|
Total liabilities
|
|
|
|
Summarized statement of loss
A continuity of the Company’s investment in associate is as follows:
Table of Contents
On October 29, 2024, the
Company entered into the ELOC Agreement with Helena Global Investment Opportunities I Ltd (“Helena I”). Under the ELOC Agreement, the Company will have the right to issue and to sell to Helena I from time to time, up to $
Devvio Tranche (Related Party Convertible Debt)
On January 12, 2024, the Company closed an unsecured convertible notes offering in the principal amount of $
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:
In the event the Company does not complete a De-SPAC transaction at the later of October 8, 2024 (
Table of Contents
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 $
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 $
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 $
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.
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 $
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:
Table of Contents
In the event the Company does not complete a De-SPAC
transaction at the later of October 8, 2024 (
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 $
On June 28, 2024, the Company received additional proceeds of $
On August 19, 2024, October 18, 2024, October 28, 2024 and November 1, 2024, the Company received additional proceeds of $
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 $
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 income (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 $
Table of Contents
Accrued interest on the previously existing Focus Impact Partners Convertible Debt, amounting to $
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
Envviron Tranche (Related Party Convertible Debt)
On April 23, 2024, the Company closed an unsecured convertible note offering in the principal amount of $
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:
In the event the Company does not complete a De-SPAC transaction at the later of January 18, 2025 (
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 $
Table of Contents
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
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 $
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.
Debt Assumed on RTO
Upon the completion of the De-SPAC transaction (Note 4), the Company assumed
On November 13, 2024, the Company issued new convertible notes totaling $
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
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
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.
Table of Contents
A continuity of the Company’s convertible debentures is as follows:
Below is a continuity of the embedded derivative liabilities:
In connection with the issuance of the convertible debentures during the year ended July 31, 2024, the Company incurred $
Table of Contents
The key inputs used in the Monte Carlo model for the derivative liabilities were as follows:
As
On January 12, 2024, the Company closed a tranche of unsecured convertible notes in the principal amount of $
In the event the Company completes a De-SPAC transaction, the principal amount and accrued interest automatically convert into SVS of the Company as
follows:
In the event the Company does not complete a De-SPAC transaction by October 8, 2024 (
The conversion price is subject to certain anti-dilution provisions.
The mandatory convertible debentures were liabilities classified and initially recorded at fair value with subsequent changes in fair value being
recorded in profit and loss (“FVTPL”). The initial fair value was estimated to be $
Table of Contents
In connection with the issuance of these mandatory convertible debentures, the Company incurred $
Continuity of the Company’s mandatory convertible debentures is as follows:
The key inputs used in the Monte Carlo model for the revaluation of the mandatory convertible debentures as at July 31, 2024 are set out in the table
below. In October 2024, the mandatory convertible debentures were automatically converted into shares and warrants to be issued. Immediately prior to conversion, the Company revalued the mandatory convertible debentures. The fair value of the
shares were valued using a share price of $
Impact of Change in Functional Currency on August 1, 2024
As at July 31, 2024, the Company had
Table of Contents
Changes to warrant liability during the nine months ended April 30, 2025
On October 8, 2024, the Company’s mandatory convertible debentures were automatically converted to shares of the Company. The debt holders were
supposed to receive
On October 29, 2024,
On November 4, 2024,
On November 6, 2024,
As at April 30, 2025, the fair value of the liability classified warrants were remeasured at $
The following is a continuity of the Company’s derivative warrant liabilities:
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
