DEVSF on OTC
DevvStream Corp.
DevvStream Corp. is a Canadian investors company based in Sacramento, listed on OTC (DEVSF).1
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Last updated Oct 21, 2026.
Overview
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- TickerDEVSF on OTC1
- IndustryInvestors, NEC1
- HeadquartersSacramento, California1
- Incorporated inAlberta, Canada3
- Business address2108 N St., Suite 4254, Suite 2800, Sacramento, Ca 958163
- Filer category, Emerging growth company3
- Legal formCorporation
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DevvStream operates across three strategic domains designed to support the generation and commercialization of environmental assets:4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue39¢$10.2K
- Other costs61¢$15.6K
Out of $25.8K in revenue.2 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-07-31 | 2024-07-31 |
|---|---|---|
| Revenue | $25.8K | $0 |
| Cost of sales | -$10.2K | $0 |
| Gross profit | $15.6K | $0 |
| Sales and marketing | $1.0M | $481.1K |
| Depreciation | $953 | $1.8K |
| General and administrative | $964.5K | $461.2K |
| Professional fees | $8.4M | $5.7M |
| Salaries and wages | $1.6M | $2.1M |
| Total operating expenses | -$12.0M | -$8.7M |
| Interest expense | -$313.8K | -$29.3K |
| Accretion expense | -$346.4K | -$52.6K |
| Change in fair value of derivative liabilities | $719.0K | -$845.7K |
| Change in fair value of warrant liabilities | $1.7M | $0 |
| Change in fair value of mandatory convertible debentures | $70.5K | -$27.5K |
| Impairment of carbon credits | -$1.2M | $0 |
| Stop-loss provision loss | -$1.1M | $0 |
| Equity loss on investment in associate | -$512.0K | $0 |
| Gain on settlement of debt | $899.0K | $0 |
| Foreign exchange loss | -$31.7K | -$107.6K |
| Net loss before income taxes | -$12.1M | -$9.8M |
| Current income tax expense | $0 | -$72.5K |
| Net loss | -$12.1M | -$9.9M |
| Foreign currency translation | $1.4K | $127.1K |
| Net loss and comprehensive loss | -$12.1M | -$9.7M |
| Weighted average number of common shares outstanding - Basic (in shares) | 2.5M shares | 1.2M shares |
| Weighted average number of common shares outstanding - Diluted (in shares) | 2.5M shares | 1.2M shares |
| Loss per share - Basic (in dollars per share) | -$4.79 | -$8.49 |
| Loss per share - Diluted (in dollars per share) | -$4.79 | -$8.49 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.2
| Period ending | 2025-07-31 | 2024-07-31 | 2023-07-31 | 2022-10-31 |
|---|---|---|---|---|
| Cash | $3.4M | $21.1K | ||
| Trade receivable | $7.4K | $0 | ||
| GST receivable | $140.6K | $85.7K | ||
| Corporate taxes receivable | $171.6K | $0 | ||
| Deferred financing costs | $138.7K | $0 | ||
| Prepaid expenses | $175.9K | $35.1K | ||
| Deposit on carbon credits purchase | $173.6K | $0 | ||
| Carbon credits | $83.7K | $0 | ||
| Total current assets | $4.3M | $141.9K | ||
| Restricted cash | $6.4M | $0 | ||
| Equipment | $0 | $953 | ||
| Deferred financing costs, long-term | $172.9K | $0 | ||
| Deposit on carbon credits purchase, long-term | $247.8K | $0 | ||
| Investment in associate | $708.0K | $0 | ||
| Total assets | $11.9M | $142.9K | ||
| Accounts payable and accrued liabilities | $10.7M | $6.1M | ||
| Accounts payable and accrued liabilities - related parties | $795.0K | $478.1K | ||
| Mandatory convertible debentures | $0 | $127.5K | ||
| Derivative liabilities | $72.5K | $919.2K | $1.8M | |
| Warrant liabilities | $5.6M | $0 | ||
| Stock option liabilities | $133.5K | $0 | ||
| Stop loss provision liabilities | $1.1M | $0 | ||
| Total current liabilities | $18.8M | $8.5M | ||
| Total liabilities | $31.5M | $8.5M | ||
| Common shares (No par value, unlimited common shares authorized; 3,541,668 common shares issued and outstanding) (July 31, 2024 - 1,163,871) | $0 | $0 | ||
| Additional paid in capital | $14.2M | $13.3M | ||
| Subscription receivable | -$20.0K | $0 | ||
| Accumulated other comprehensive income | $45.0K | $43.6K | ||
| Deficit | -$33.8M | -$21.7M | ||
| Total shareholders' deficiency | -$19.6M | -$8.4M | -$54.8K | |
| Total liabilities and shareholders' deficiency | $11.9M | $142.9K | ||
| Common stock, no par value (in dollars per share) | $0 | $0 | ||
| Common stock, shares issued (in shares) | 3.5M shares | 1.2M shares | ||
| Common stock, shares outstanding (in shares) | 3.5M shares | 1.2M shares | 1.1M shares |
| Period ending | 2025-07-31 | 2024-07-31 | 2023-07-31 | 2022-10-31 |
|---|---|---|---|---|
| Cash | $3.4M | $21.1K | ||
| Trade receivable | $7.4K | $0 | ||
| GST receivable | $140.6K | $85.7K | ||
| Corporate taxes receivable | $171.6K | $0 | ||
| Deferred financing costs | $138.7K | $0 | ||
| Prepaid expenses | $175.9K | $35.1K | ||
| Deposit on carbon credits purchase | $173.6K | $0 | ||
| Carbon credits | $83.7K | $0 | ||
| Total current assets | $4.3M | $141.9K | ||
| Restricted cash | $6.4M | $0 | ||
| Equipment | $0 | $953 | ||
| Deferred financing costs, long-term | $172.9K | $0 | ||
| Deposit on carbon credits purchase, long-term | $247.8K | $0 | ||
| Investment in associate | $708.0K | $0 | ||
| Total assets | $11.9M | $142.9K | ||
| Accounts payable and accrued liabilities | $10.7M | $6.1M | ||
| Accounts payable and accrued liabilities - related parties | $795.0K | $478.1K | ||
| Mandatory convertible debentures | $0 | $127.5K | ||
| Derivative liabilities | $72.5K | $919.2K | $1.8M | |
| Warrant liabilities | $5.6M | $0 | ||
| Stock option liabilities | $133.5K | $0 | ||
| Stop loss provision liabilities | $1.1M | $0 | ||
| Total current liabilities | $18.8M | $8.5M | ||
| Total liabilities | $31.5M | $8.5M | ||
| Common shares (No par value, unlimited common shares authorized; 3,541,668 common shares issued and outstanding) (July 31, 2024 - 1,163,871) | $0 | $0 | ||
| Additional paid in capital | $14.2M | $13.3M | ||
| Subscription receivable | -$20.0K | $0 | ||
| Accumulated other comprehensive income | $45.0K | $43.6K | ||
| Deficit | -$33.8M | -$21.7M | ||
| Total shareholders' deficiency | -$19.6M | -$8.4M | -$54.8K | |
| Total liabilities and shareholders' deficiency | $11.9M | $142.9K | ||
| Common stock, no par value (in dollars per share) | $0 | $0 | ||
| Common stock, shares issued (in shares) | 3.5M shares | 1.2M shares | ||
| Common stock, shares outstanding (in shares) | 3.5M shares | 1.2M shares | 1.1M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-07-31 | 2024-07-31 |
|---|---|---|
| Net loss for the year | -$12.1M | -$9.9M |
| Depreciation | $953 | $1.8K |
| Share based compensation | $583.0K | $1.3M |
| Change in fair value of derivative liabilities | -$719.0K | $845.7K |
| Change in fair value of mandatory convertible debentures | -$70.5K | $27.5K |
| Change in fair value of warrant liabilities | -$1.7M | $0 |
| Change in fair value of stock option liabilities | -$196.6K | $0 |
| Gain on settlement of accounts payable | -$899.0K | $0 |
| Loss on investment in associate | $512.0K | $0 |
| Impairment of carbon credits | $1.2M | $0 |
| Stop-loss provision loss | $1.1M | $0 |
| Non-cash general and administrative | $0 | $50.0K |
| Accrued interest | $305.6K | $19.0K |
| Accretion expense | $346.4K | $52.6K |
| Trade receivable | -$7.4K | $0 |
| GST receivable | -$55.0K | $0 |
| Corporate taxes receivables | -$171.6K | -$39.1K |
| Carbon credits | -$143.2K | $0 |
| Prepaid expenses | -$140.8K | $267.3K |
| Accounts payable and accrued liabilities | $5.7M | $5.8M |
| Net cash used in operating activities | -$6.4M | -$1.5M |
| Cash assumed on RTO | $1.7M | $0 |
| Net cash provided by investing activity | $1.7M | $0 |
| Proceeds from convertible debentures | $9.4M | $883.5K |
| Proceeds from warrant exercise | $86.2K | $176.1K |
| Proceeds from issuance of mandatory convertible debentures | $0 | $50.0K |
| Proceeds from PIPE financing | $2.2M | $0 |
| Proceeds from ELOC drawdown | $2.9M | $0 |
| Net cash provided by financing activities | $14.6M | $1.1M |
| Effect of exchange rate changes on cash | $1.4K | -$29.5K |
| Net increase (decrease) in cash | $9.8M | -$468.9K |
| Taxes paid | $0 | $0 |
| Interest paid | $0 | $0 |
| Repayment of convertible debentures from ELOC drawdown proceeds | $448.2K | $0 |
| Fair value of warrants exercised | $389.7K | $0 |
| Fair value of securities issued for the RTO (Note 4) | $3.1M | $0 |
| Fair value of securities issued for settlement of accounts payable | $10.9M | $0 |
| Fair value of securities issued for services | $585.2K | $0 |
| Fair value of securities issued for carbon credits | $2.0M | $0 |
| Fair value of securities issued for the acquisition of interest in associate | $1.2M | $0 |
| Fair value of securities issued for ELOC commitment | $363.3K | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
DevvStream Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of DevvStream Corp.
- Helena Global Investment Opportunities 1 Ltd. Filed SCHEDULE 13G on DevvStream Corp., latest Oct 15, 2026 (9 filings since Mar 17, 2026)
- Focus Impact Partners, LLC Filed SCHEDULE 13G on DevvStream Corp., latest Apr 16, 2026
- Focus Impact Sponsor, LLC Filed SCHEDULE 13G/A on DevvStream Corp., latest Apr 2, 2026 (6 filings since Feb 11, 2022)
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on DevvStream Corp., latest Feb 2, 2026 (2 filings since Oct 10, 2025)
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on DevvStream Corp., latest Feb 14, 2025 (2 filings since Nov 14, 2024)
- Crestmont Investments LLC Filed SC 13G on DevvStream Corp., latest Nov 14, 2024
- Saba Capital Management, L.P. Filed SC 13G/A on DevvStream Corp., latest Feb 14, 2023 (2 filings since Jun 10, 2022)
- Sculptor Capital LP Filed SC 13G/A on DevvStream Corp., latest Feb 14, 2023 (2 filings since Jan 28, 2022)
- DevvStream Corp. Sacramento, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What DevvStream Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $02 Jul 31, 2025 | $02 Jul 31, 2024 | |
| Long-term investments | $708.0K2 Jul 31, 2025 | $02 Jul 31, 2024 |
Properties, in its own words
Our corporate headquarters are located in Calgary, Alberta, Canada. We consider our current office space adequate for our current operations.
The mailing address of our principal executive offices is 2108 N St., Suite 4254 Sacramento, CA 95816 and our telephone number at such address is (818) 683-2765.
Item 2 of the 10-K filed Nov 6, 2025.4
Leadership
Who has led DevvStream Corp., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerSunny Trinh Nov 7, 2024 to now10
- Chief executive officerCarl Stanton Oct 27, 2021 to Oct 27, 202111
- Chief financial officerDavid Goertz Nov 7, 2024 to now12
- Chief financial officerErnest D. Lyles Oct 27, 2021 to Oct 27, 202113
- Chief operating officerChris Merkel Nov 7, 2024 to now14
Board members and other officers (13)
- Chief Revenue OfficerBryan Went Nov 7, 2024 to now15
- Chief Investment OfficerWray T. Thorn Nov 1, 2021 to Nov 1, 202116
- Board memberJamila Piracci Nov 7, 2024 to now17
- Board memberMichael Max Buhler Nov 7, 2024 to now18
- Board memberRay Quintana Nov 7, 2024 to now19
- Board memberStephen Kukucha Nov 7, 2024 to now20
- Board memberThomas G. Anderson Nov 7, 2024 to now21
- Board memberCarl Stanton Nov 15, 2024 to now22
- Board memberWray T. Thorn Nov 15, 2024 to now23
- Board memberD'Angela Simms Jul 21, 2022 to Jul 21, 202224
- Board memberDawanna Williams Oct 27, 2021 to Oct 27, 202125
- Board memberHoward L. Sanders Oct 27, 2021 to Oct 27, 202126
- Board memberTroy L. Carter Nov 10, 2021 to Nov 10, 202127
Former names
- Focus Impact Acquisition Corp.Apr 23, 2021 to Nov 4, 20243
Timeline
- Sep 24, 20268-K Entered a material agreement28
- Sep 17, 20268-K Shareholder vote29
- Sep 14, 20268-K Entered a material agreement; Other events30
- Sep 10, 20268-K Other events31
- Jul 9, 20268-K Ended a material agreement32
- Jul 7, 20268-K Listing notice or transfer33
- Jun 23, 20268-K Listing notice or transfer34
- Jun 8, 20268-K Entered a material agreement35
- Jun 3, 20268-K Ended a material agreement36
- Jun 3, 20268-K Entered a material agreement; Debt or obligation accelerated37
- May 22, 20268-K Listing notice or transfer38
- May 18, 20268-K Ended a material agreement39
- Nov 7, 2024New chief executive Sunny Trinh becomes CEO10
- Oct 27, 2021New chief executive Carl Stanton becomes CEO11
Calendar
When it reported results
- Mar 7, 2025Reported quarterly or annual results40
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
351 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 68 major events, 43 insider forms, 25 large holders, 2 private raises, 193 other. The latest 20:
- Oct 15, 2026SCHEDULE 13G EDGAR
- Oct 15, 20263 EDGAR
- Sep 24, 20268-K EDGAR
- Sep 18, 2026RW EDGAR
- Sep 17, 20268-K EDGAR
- Sep 14, 2026DEFA14A EDGAR
- Sep 14, 2026DEFA14A EDGAR
- Sep 14, 20268-K EDGAR
- Sep 10, 2026DEFA14A EDGAR
- Sep 10, 20268-K EDGAR
- Aug 3, 2026DEFM14A PROXY STATEMENT EDGAR
- Jul 9, 20268-K EDGAR
- Jul 7, 20268-K EDGAR
- Jun 25, 2026SCHEDULE 13G/A EDGAR
- Jun 23, 20268-K EDGAR
- Jun 22, 2026SCHEDULE 13G EDGAR
- Jun 15, 2026SCHEDULE 13G/A EDGAR
- Jun 15, 2026SCHEDULE 13G EDGAR
- Jun 15, 202610-Q EDGAR
- Jun 8, 2026SCHEDULE 13G/A EDGAR
The 351 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Helena Global Investment Opportunities 1 Ltd.SCHEDULE 13G, 9 filings Mar 17, 2026 to Oct 15, 202641
- Focus Impact Partners, LLCSCHEDULE 13G, 1 filing Apr 16, 202642
- Focus Impact Sponsor, LLCSCHEDULE 13G/A, 6 filings Feb 11, 2022 to Apr 2, 202643
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Oct 10, 2025 to Feb 2, 202644
- Polar Asset Management Partners Inc.SCHEDULE 13G/A, 2 filings Nov 14, 2024 to Feb 14, 202545
- Crestmont Investments LLCSC 13G, 1 filing Nov 14, 202446
- Saba Capital Management, L.P.SC 13G/A, 2 filings Jun 10, 2022 to Feb 14, 202347
- Sculptor Capital LPSC 13G/A, 2 filings Jan 28, 2022 to Feb 14, 202348
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Sunny Trinh | $250.0K | $321.1K49 | |
| 2025 | Chris Merkel | $205.0K | $279.2K49 | |
| 2025 | David Goertz | $180.0K | $190.6K49 | |
| 2024 | Chief Executive Officer | $250.0K | $772.5K49 | |
| 2024 | Chief Financial Officer | $177.4K | $230.5K49 | |
| 2024 | Former Chief Revenue Officer | $180.0K | $211.0K49 | |
| 2024 | Chief Operating Officer | $180.0K | $199.3K49 |
Money raised
Private offerings the company reported to the SEC on Form D.
SEC filer profile
How DevvStream Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARDevvStream Corp.1
- CIK0001854480
- Employer ID (EIN)86-24337574
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inAlberta, Canada4
- Fiscal year endsJuly 311
- Industry code (SIC)6799 Investors, NEC1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address2108 N St., Suite 4254, Suite 2800, Sacramento, CA 958161
- Phone647-689-60411
- Shares outstanding35,067,694 as of Jun 12, 20268
- Public float$1.4M as of Jan 31, 20254
- AuditorDAVIDSON & COMPANY LLP, Vancouver, Canada PCAOB ID 731; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceApr 23, 20211
- Filings357 in all: 8-K (67), 425 (51), 424B3 (37), 4 (22), 3 (21), CORRESP (16), 10-Q (15), DEFA14A (14)1
All 39 form types
UPLOAD (14), NT 10-Q (10), S-1/A (10), SCHEDULE 13G/A (10), DEF 14A (7), SCHEDULE 13G (7), PRE 14A (6), S-4/A (5), SC 13G (5), 10-K (4), EFFECT (4), NT 10-K (4), S-1 (4), PRER14A (3), SC 13G/A (3), D (2), POS EX (2), 10-K/A (1), 25-NSE (1), 424A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14C (1), DEFM14A (1), DEL AM (1), PRE 14C (1), RW (1), S-4 (1)
- Latest filingsAnnual report (10-K) Nov 6, 2025
Quarterly report (10-Q) Jun 15, 2026
Proxy statement (DEF 14A) Nov 18, 2025
Latest 8-K (8-K) Sep 24, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common shares | DEVS | Nasdaq |
From the cover page of the 10-K filed Nov 6, 2025 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks DevvStream Corp. names in Item 1A of its 10-K filed Nov 6, 2025: 64 risks under these headings, as written.4
- Risks Related to Our Business and Industry
- We may be unable to enforce or recover under certain carbon credit purchase agreements.
- We have limited operating history and financial results, which make our future results, prospects and the risks we may encounter difficult to predict. We have not generated any revenue to date.
- We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability.
- We may lack sufficient funds to achieve our planned business objectives and may seek to raise further funds through equity or debt financing or other means. An inability to access the capital or financial markets may limit our ability to fund our ongoing operations and execute our business plan to pursue investments that we may rely on for future growth.
- The terms of the Helena Note Purchase Agreement create significant risks that may adversely affect our financial condition, operations, and the value of our common stock.
- If the assumptions used to determine our market opportunity are inaccurate, our future growth rate may be affected and the potential growth of our business may be limited.
- If demand for carbon credits does not grow as expected or develops more slowly than expected, our revenues may stagnate or decline and our business may be adversely affected.
- The carbon credit market is competitive, and we expect to face increasing competition in many aspects of our business, which could cause operating results to suffer.
- The carbon market is an emerging market and its growth is dependent on the development of a commercialized market for carbon credits.
- Because our business is significantly concentrated in carbon credits and the carbon market, we are susceptible to adverse economic or regulatory occurrences materially and adversely affecting our performance.
- We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and the market price of our common shares.
The other 53 risks
- If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
- Increased scrutiny of ESG matters, including our completion of certain ESG initiatives, could have an adverse effect on our business, financial condition and results of operations, result in reputational harm and negatively impact the assessments made by ESG-focused investors when evaluating us.
- The market price of our common shares is subject to the price of carbon credits and may decline regardless of our operating performance.
- Our due diligence process in connection with acquisitions, investments or streaming arrangements that we undertake may not reveal all relevant facts in connection with an acquisition, investment or streaming arrangement.
- We may not realize the anticipated benefits of past or future acquisitions, and integration of these acquisitions may disrupt our business.
- Our long-term success depends, in part, on properties and assets developed and managed by third-party project developers, owners and operators.
- We may have limited access to data and disclosure regarding the operations or projects for which we are not developer, owner or operator. This limited access may restrict our ability to assess the value and performance of our operations.
- Our streams are largely contract-based and the terms of such contracts may not be honored by developers or operators of a project.
- We may acquire future streams in which we have limited control and our interests in such streams may be subject to transfer or other related restrictions.
- Physical and transition risks arising from climate change, including risks posed by the increased frequency or severity of natural and catastrophic events and regulations or policies related to climate change, may materially adversely affect our business and operations.
- The threat of global economic, capital markets and credit disruptions pose risks to our business.
- Inflation could materially and adversely affect our business and results of operations.
- Carbon markets, particularly the voluntary markets, are still evolving and there are no assurances that the carbon credits we purchase or generate through our investments will find a market.
- We are subject to economic, political and other risks of doing business globally and in emerging markets.
- Our insurance policies may be inadequate, may not cover all of our potential liabilities and may potentially expose us to uncoverable risks.
- Fluctuations in foreign exchange rates may materially adversely affect our business.
- We need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition and any inability to do so will materially adversely affect its business and results of operations.
- U.S. and Canadian investors may find it difficult or impossible to effect service of process and enforce judgments against us, our directors, and our executive officers.
- The Company Charter, together with the Company Bylaws, and Canadian laws and regulations applicable to the Company may adversely affect the Company’s ability to take actions that could be deemed beneficial to shareholders of the Company.
- Risks Related to Our Digital Asset Strategy
- Regulatory uncertainty surrounding digital assets, including potential classification as securities and the risk of investment company status, could adversely affect our business, financial condition, and results of operations.
- Our financial results and the market price of our Common Shares may be affected by the prices of the assets held in our digital asset portfolio, and evolving accounting standards may increase earnings volatility and reporting complexity.
- We face 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.
- Our ability to generate income from our digital asset holdings is subject to significant uncertainty, and yield opportunities may not develop or may fail to perform as expected.
- The First Tranche Assets —Bitcoin, Solana, and DevvE—can be subject to extreme price volatility, and declines in their value could materially and adversely affect our financial condition.
- There are risks inherent to the First Tranche Assets that could reduce the value of our holdings and impair such asset’s role in our treasury strategy.
- Risks Related to Our Information Technology and Intellectual Property
- Failure of a key information technology system, process or site could have a material adverse effect on our business.
- We have experienced security incidents or breaches in the past, and if we experience any future security incidents or breaches, our reputation may be harmed and we may suffer significant liabilities, any of which could have a material adverse effect on our business and results of operations.
- The actual or perceived failure to comply with data privacy and data security laws, regulations and industry standards could have a material adverse effect on our reputation, results of operations or financial condition or have other material and adverse consequences.
- If we are unable to obtain, protect or enforce our rights in proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition, results of operations, cash flow and prospects could be materially adversely affected.
- Risks Related to Legal, Compliance and Regulations
- Our business and current and future operations are subject to liabilities and operating restrictions arising from regulatory requirements. We will be subject to regulatory requirements in multiple jurisdictions, which impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or more stringent regulatory standards in the jurisdictions in which we operate.
- From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and financial position.
- It may be difficult for our stockholders to acquire jurisdiction and enforce liabilities against our assets based in international jurisdictions.
- We may not be able to have all our projects validated through a compliance market or by an internationally recognized carbon credits standard body.
- Carbon pricing initiatives are based on scientific principles that are subject to debate. Failure to maintain international consensus may negatively affect the value of carbon credits.
- Our business may require numerous permits, licenses and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or delays in obtaining them, could materially adversely affect us.
- Our cross-border operations require us to comply with anti-bribery and anti-corruption laws.
- We are subject to legal risks associated with our global operations.
- Carbon trading is heavily regulated and new legislation in the jurisdictions in which we operate may materially impact our operations.
- Risks Related to Our Common Shares
- A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Because there are no current plans to pay cash dividends on our Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Common Shares at a price greater than what you paid for it.
- Our shareholders may experience dilution in the future.
- We cannot be certain that additional financing will be available on reasonable terms when required, or at all.
- The future exercise of registration rights may adversely affect the market price of our Common Shares.
- Future resales of our Common Shares may cause the market price of our securities to drop significantly, even if our business is doing well.
- If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, its share price and trading volume could decline.
- We are an “emerging growth company,” and the reduced SEC reporting requirements may make its shares less attractive to investors.
- Risks Related to Being a Public Company Listed on the Nasdaq
- The Company’s failure to meet Nasdaq’s continued listing requirements could result in a delisting of its shares.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us additional trading restrictions.
- Risks Related to Taxes
- Our ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations, including losses as a result of the Business Combination.
- Following the SPAC Continuance, the Company will be subject to Canadian and United States tax on its worldwide income.
- Dividends, if ever paid, on the Company’s Common Shares will be subject to Canadian and/or United States withholding tax.
- Changes in tax laws may affect the Company and its stockholders and other investors.
- Taxation of digital assets is complex and evolving.
Legal proceedings
There is no material litigation currently pending or, to the knowledge of our management, contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGARSunny Trinh, Chief executive officer
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- 15SEC EDGARBryan Went, Chief Revenue Officer
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- 17SEC EDGARJamila Piracci, Board member
- 18SEC EDGARMichael Max Buhler, Board member
- 19SEC EDGARRay Quintana, Board member
- 20SEC EDGARStephen Kukucha, Board member
- 21SEC EDGARThomas G. Anderson, Board member
- 22SEC EDGARCarl Stanton, Board member
- 23SEC EDGARWray T. Thorn, Board member
- 24SEC EDGARD'Angela Simms, Board member
- 25SEC EDGARDawanna Williams, Board member
- 26SEC EDGARHoward L. Sanders, Board member
- 27SEC EDGARTroy L. Carter, Board member
- 28SEC EDGAREntered a material agreement
- 29SEC EDGARShareholder vote
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- 31SEC EDGAROther events
- 32SEC EDGAREnded a material agreement
- 33SEC EDGARListing notice or transfer
- 34SEC EDGARListing notice or transfer
- 35SEC EDGAREntered a material agreement
- 36SEC EDGAREnded a material agreement
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- 38SEC EDGARListing notice or transfer
- 39SEC EDGAREnded a material agreement
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