[D] Pineapple Financial Inc. SEC Filing

Rhea-AI Filing Summary

Pineapple Financial Inc. filed a Form D announcing a Regulation D exempt offering under Rule 506(b). The notice shows a total offering size of $100,000,000, with $100,000,000 sold and $0 remaining. The filing lists the first sale date as 2025-09-04 and identifies 26 investors to date. The issuer reports an aggregate net asset value range of $1,000,001 to $5,000,000 and selected a minimum investment of $0. Securities offered include options, warrants or other rights. The company is incorporated in British Columbia and the CEO, Shubha Dasgupta, signed the notice.

Positive

• Full offering amount sold: The filing reports $100,000,000 offered and $100,000,000 sold, with $0 remaining.
• Exemption claimed: The issuer used Rule 506(b), a common Regulation D exemption.
• No sales commissions or finders' fees: Sales commissions and finders' fees are reported as $0.

Negative

• Issuer reported NAV is small relative to offering: Aggregate net asset value is reported as $1,000,001–$5,000,000 while the offering size is $100,000,000, a notable contrast.
• Limited operational detail: The Form D contains no revenue, earnings, or use-of-proceeds detail beyond stating $0 paid to named officers/directors/promoters.

Insights

Financial Analyst

TL;DR: Form D shows a completed $100M Rule 506(b) offering with 26 investors and an issuer NAV reported between $1.0M and $5.0M.

The filing indicates Pineapple Financial raised the full $100,000,000 under Rule 506(b), reporting total sold equals the offering amount and zero remaining. The notice identifies 26 investors and lists the security type as options/warrants or similar rights. Reported aggregate net asset value is in the $1,000,001–$5,000,000 range, and the issuer claims no sales commissions or finders' fees. These are disclosure items rather than operational metrics; there is no revenue or earnings data in the filing.

Corporate Governance Expert

TL;DR: Disclosure appears complete for a Form D: named officers/directors and signatures are provided; Rule 506(b) exemption claimed.

The document lists executive officers and directors at the issuer's principal address and includes the CEO's electronic signature certifying the notice. The issuer attests to compliance with Regulation D disqualification provisions. No sales agents or commissions are reported. The filing does not include additional governance actions, related-party payments, or material contracts beyond the offering disclosure.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001938109

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Pineapple Financial Inc.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Pineapple Financial Inc.
Street Address 1		Street Address 2
UNIT 200 111 GORDON BAKER ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NORTH YORK	ONTARIO, CANADA	M2H 3RI	(416) 669-2046

3. Related Persons

Last Name	First Name	Middle Name
Dasgupta	Shubha
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Habib	Sarfraz
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Marin	Kendall
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Green	Drew
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Baron	Paul
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Giannoukakis	Tasis
Street Address 1	Street Address 2
Unit 200 111 Gordon Baker Road	City North York
City	State/Province/Country	ZIP/PostalCode
North York	ONTARIO, CANADA	M2H 3RI

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	X Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
X	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-04				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$100,000,000	USD	or Indefinite
Total Amount Sold	$100,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

26

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Pineapple Financial Inc.	/s/ Shubha Dasgupta	Shubha Dasgupta	Chief Executive Officer	2025-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What exemption did Pineapple Financial Inc. (PAPL) claim for this offering?

The issuer claimed an exemption under Rule 506(b) of Regulation D.

How large was the offering disclosed on the Form D for PAPL?

The Form D lists a total offering amount of $100,000,000, with $100,000,000 sold and $0 remaining.

How many investors participated in Pineapple Financial's offering?

The filing reports a total of 26 investors who have invested in the offering.

What type of securities were offered in the Form D?

The securities type selected is Option, Warrant or Other Right to Acquire Another Security.

Did the issuer pay sales commissions or finders' fees?

The Form D reports $0 for sales commissions and $0 for finders' fees.

Who signed the Form D for Pineapple Financial Inc.?

The Form D was signed by Shubha Dasgupta, Chief Executive Officer, on the issuer's behalf.