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 January 31, 2026

☐

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 Capital Market

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. ☐

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 March 12, 2026, 5,335,682 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 January 31, 2026 (unaudited) and July 31, 2025	3

	Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2026 and 2025 (unaudited)	4

	Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and six months ended January 31, 2026 and 2025 (unaudited)	5

	Condensed Consolidated Interim Statements of Cash Flows for the three and six months ended January 31, 2026 and 2025 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54

Item 4.	Evaluation of Controls and Procedures	54

PART II – OTHER INFORMATION		55

Item 1.	Legal Proceedings	55

Item 1A.	Risk Factors	55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	58

SIGNATURES		62

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

DevvStream Corp.

Condensed Consolidated Interim Financial Statements

(Expressed in United States dollars)

For the six months ended January 31, 2026 and 2025

(unaudited)

INDEX TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

	Page
Condensed Consolidated Interim Balance Sheets as of January 31, 2026 and July 31, 2025	3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2026 and 2025	4
Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the three and six months ended January 31, 2026 and 2025	5
Condensed Consolidated Interim Statements of Cash Flows for the three and six months ended January 31, 2026 and 2025	7
Notes to the Condensed Consolidated Interim Financial Statements	8

On August 8, 2025, the Company effected a 1-for-10 reverse stock split of its outstanding common stock. All share and per share amounts in these consolidated financial statements and related footnotes have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless otherwise indicated (the “Reverse Stock Split”).

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited - Expressed in United States dollars)


As at	January 31, 2026			July 31, 2025

ASSETS
Current assets
Cash	$	815,707		$	3,446,111
Trade receivable		7,700			7,360
GST receivable		158,187			140,646
Corporate taxes receivable		171,573			171,573
Deferred financing costs		138,720			138,720
Prepaid expenses		511,149			175,896
Deposit on carbon credits purchase		123,649			173,649
Carbon credits		115,128			83,672
Total current assets		2,041,813			4,337,627

Restricted cash		1,279,900			6,405,000
Cryptocurrencies – restricted		3,052,273			-
Deferred financing costs, long-term		102,995			172,925
Deposit on carbon credits purchase, long-term		247,754			247,754
Investment in associate		607,812			707,989
Total assets	$	7,332,547		$	11,871,295

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	$	10,212,784		$	10,682,665
Accounts payable and accrued liabilities – related parties		90,318			794,990
Convertible debentures		8,637,692			-
Convertible debentures – related parties		4,393,363			375,027
Derivative liabilities		74,000			72,500
Warrant liabilities		1,868,874			5,626,473
Stock option liabilities		32,042			133,465
Stop loss provision liabilities		1,114,575			1,065,235
Total current liabilities		26,423,648			18,750,355

Convertible debentures, long term		-			8,800,339
Convertible debentures – related parties, long term		184,031			3,914,146
Total liabilities		26,607,679			31,464,840

Shareholders’ deficiency
Common shares (No par value, Unlimited common shares authorized; 4,881,012 common shares issued and outstanding) (July 31, 2025 – 3,541,668)		-			-
Additional paid in capital		18,429,564			14,174,914
Subscription receivable		(20,000	)		(20,000	)
Accumulated other comprehensive income		44,873			45,001
Deficit		(37,729,569	)		(33,793,460	)
Total shareholders’ deficiency		(19,275,132	)		(19,593,545	)
Total liabilities and shareholders’ deficiency	$	7,332,547		$	11,871,295

Going concern (Note 2(b))
Commitments and contingencies (Note 17)
Subsequent events (Note 18)

See accompanying notes to the condensed consolidated interim financial statements

DevvStream Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited - Expressed in United States dollars)


	Six months ended January 31,			Six months ended January 31,			Three months ended January 31,			Three months ended January 31,
	2026			2025			2026			2025
Revenue	$	8,143		$	-		$	7,043		$	-
Cost of sales		(8,657	)		-			(6,773	)		-
Gross profit		(514	)		-			270			-

Operating expenses
Sales and marketing		196,461			676,692			147,423			404,797
Depreciation		-			722			-			361
General and administrative		775,443			391,405			196,876			334,070
Professional fees		3,270,853			6,005,398			2,107,203			4,596,025
Salaries and wages		177,803			659,344			182,353			171,086
Total operating expenses		(4,420,560	)		(7,733,561	)		(2,633,855	)		(5,506,339	)

Other income (expenses)
Staking income		40,245			-			25,911			-
Interest expense		(557,771	)		(76,601	)		(286,571	)		(63,861	)
Accretion expense		(468,111	)		(168,945	)		(238,096	)		(124,380	)
Change in fair value of derivative liabilities		(1,500	)		719,000			-			2,067,350
Change in fair value of warrant liabilities		3,757,599			9,223			1,474,301			497,355
Change in fair value of mandatory convertible debentures		-			70,500			-			-
Stop-loss provision loss		(49,340	)		(1,024,713	)		(19,810	)		(1,024,713	)
Equity loss on investment in associate		(100,177	)		(106,850	)		(10,610	)		(106,850	)
Gain on share settlement		-			899,015			-			907,392
Gain on settlement of debt		17,007			-			-			-
Impairment of carbon credits		(12,968	)		(1,207,800	)		(12,968	)		(1,207,800	)
Loss on revaluation of cryptocurrencies		(2,113,072	)		-			(1,689,591	)		-
Foreign exchange gain (loss)		(26,947	)		6,672			(23,544	)		4,220
Net loss	$	(3,936,109	)	$	(8,614,060	)	$	(3,414,563	)	$	(4,557,626	)

Other comprehensive gain (loss)
Foreign currency translation		(128	)		1,808			(224	)		313
Net loss and comprehensive loss		(3,936,237	)		(8,612,252	)		(3,414,787	)		(4,557,313	)

Weighted average number of common shares outstanding – Basic and diluted		4,005,252			1,932,110			4,256,901			2,699,104

Loss per share – Basic and diluted	$	(0.98	)	$	(4.46	)	$	(0.80	)	$	(1.69	)

See accompanying notes to the condensed consolidated interim financial statements.

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, July 31, 2024		1,163,871	$	13,321,266		$	-	$	(21,726,229	)	$	43,553	$	(8,361,410	)
Share based compensation - RSUs		-		245,705			-		-			-		245,705
Share based compensation - Options		-		47,191			-		-			-		47,191
Warrants reclassified to liabilities on change in functional currency		-		(454,571	)		-		-			-		(454,571	)
Stock options reclassified to liabilities on RTO		-		(330,090	)		-		-			-		(330,090	)
Conversion option derivative transferred to equity		-		266,000			-		-			-		266,000
Gain on modification of debt with related parties		-		582,167			-		-			-		582,167
Recapitalization on RTO		-		(23,548,887	)									(23,548,887	)
Shares issued for warrant exercises		9,176		389,729			-		-			-		389,729
Conversion of mandatory convertible debentures		2,244		49,500			-		-			-		49,500
Shares for settlement of debt		342,895		10,888,912			-		-			-		10,888,912
Shares issued in connection with RTO		515,920		3,147,117			-		-			-		3,147,117
Shares issued for acquisitio

SEC Form 10-Q filed by DevvStream Corp.