v3.25.4
Share capital
 6 Months Ended
Jan. 31, 2026
Share capital [Abstract]  
Share capital
13.
Share capital
 
(a)
Authorized
 
The Company is authorized to issue an unlimited number of common stock without par value.
 
The Company is authorized to issue an unlimited number of preferred stock, issuable in series in accordance with the Business Corporations Act of Alberta, Canada.
 
(b)
Shares issued
 
Shares issued during the six months ended January 31, 2026
 
In August 2025, the Company issued 300,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $756,600.
 
In December 2025, the Company issued 411,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $821,238.
 
On December 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Southern and Sierra Merger Sub, Inc., a Delaware corporation and a newly-formed wholly owned subsidiary of the Company. The transaction contemplates (i) a domestication of the Company into a Delaware corporation, (ii) a merger in which Southern will become a wholly owned subsidiary of the Company, and (iii) the issuance of Company common shares to Southern’s existing shareholders such that, upon completion of the merger, the Southern shareholders (inclusive of the concurrent PIPE described below) will hold approximately 70% of the Company’s common shares on a fully diluted basis, resulting in a reverse takeover of the Company by Southern. The Merger Agreement is subject to termination, pursuant to a binding term sheet for a three-party merger among the Company, Southern, and XCF Global Inc. (“XCF”) (Note 17), whereupon the execution of a definitive agreement for such three-party merger, the Merger Agreement between the Company, Southern and Sierra Merger Sub Inc. shall be terminated. Any definitive agreement for such three-party merger shall be subject to the parties thereto mutually agreeing to acceptable terms prior to execution thereof.
Concurrent with signing the Merger Agreement with Southern, the Company entered into a Securities Purchase Agreement with EEME Energy SPV I LLC pursuant to which the Company issued 128,370 shares of its common stock for aggregate gross proceeds of $2,000,004 in a private placement transaction at a price of $15.58 per share. The Company also agreed to register the resale of the PIPE shares and the shares issuable to Southern shareholders following the closing of the merger.
 
In January 2026, the Company issued 500,000 shares in accordance with the ELOC Agreement with Helena I (Note 8) for gross proceeds of $630,100.
 
Shares issued during the six months ended January 31, 2025
 
On September 5, 2024, the Company issued 1,596 shares with a fair value of $47,904 in settlement of accounts payable in the amount of $39,527 and recognized a loss on the settlement of $8,377.
 
In October 28, 2024, the Company issued 2,244 shares with a fair value of $49,500 for the conversion of the mandatory convertible debentures.
 
On October 29, 2024, the Company issued 9,176 shares for the exercise of 9,176 share purchase warrants, at an exercise price of CAD$13.08 per share for gross proceeds of $86,237. The fair value of the warrants was $303,492.
 
On November 6, 2024, the Company completed the De-SPAC transaction (Note 4), with each of former Devv Holdings shares converted to securities of the Company on a 1 to 0.152934 basis. All disclosures in these financial statements on number of shares have been accordingly converted on the same basis. 515,920 shares with a fair value of $3,147,118 were retained by former shareholders of the Company as consideration for the De-SPAC transaction.
 
On November 6, 2024, upon completion of the De-SPAC transaction (Note 4), the Company also issued:
 
●
200,000 shares with a fair value of $1,220,000 for the acquisition of 50% interest in an associate, MSP (Note 6).
●
300,052 shares with a fair value of $1,830,318 in settlement of accounts payable and accrued liabilities with various vendors of Devv Holdings and Devv Corp, in the amount of $10,523,400. On October 29, 2024, the Focus Impact Sponsor transferred their Focus Impact Class A shares (“Sponsor Shares”) to the various vendors in settlement of the debt. Upon the closing of the De-SPAC transaction, the Company issued 3,000,522 replacement shares to the Focus Impact Sponsor. As Focus Impact Sponsor transferred the Sponsor Shares on behalf of the Company, and assumed the risk of the De-SPAC transaction not occurring (wherein Devv Holdings and Devv Corp would not have been obliged to compensate Focus Impact Sponsor in that eventuality), the transaction is more akin to a capital transaction per ASC 470-50-40-2, to reflect the risk undertaken by Focus Impact Sponsor in its capacity as a significant shareholder of the Company. As such the gain on settlement of $8,693,082 was recognized in equity.
●
169,480 shares to various parties for gross proceeds of $2,250,000, of which $20,000 remain receivable as of January 31, 2026.
●
50,000 shares with a fair value of $305,000 as a commitment fee in connection the ELOC Agreement with Helena I (Notes 7 and 17). The fair value of the shares is recognized as deferred financing costs of the Company.
●
324,987 shares with a fair value of $1,982,424 for the acquisition of carbon credits, and for deposits on carbon credits purchases (Note 5).
On November 13, 2024, the Company issued 55,729 shares with a fair value of $585,155 in consideration to Focus Impact Partners, for entering into a strategic consulting agreement (Note 17).
 
On December 27, 2024, the Company issued 41,247 shares with a fair value of $317,608 in settlement of accounts payable and accrued liabilities with various vendors of the Company, in the amount of $1,225,000, and recognized a gain on settlement of $907,392.
 
(c)
Share purchase warrants
 
The continuity of share purchase warrants is as follows:
 
             
    
Number of
warrants
    
Weighted
Average Exercise
price
    
Remaining
life (Years)
 
Balance, July 31, 2024
  132,811   $47.23    0.67 
Issued on RTO (Note 4)
  22,699,987   $1.52     -  
Exercised
  (9,176)   $9.50     -  
Expired
  (105,032)   $56.90     -  
Balance, July 31, 2025
  22,718,590   $1.53    4.27 
Balance, January 31, 2026
  22,718,590   $1.53    3.76 
 
As at January 31, 2026, the following share purchase warrants were outstanding:
 
         
   Number of warrants outstanding      Exercise price   Expiry date
  18,603    
CAD$9.60
  September 29, 2026
  22,699,987*  $1.52  November 6, 2029
  22,718,590        
* Each warrant exercisable for 0.09692 common stock.
 
All of the warrants outstanding are liability classified (Note 11).
 
The Company has 1,122 warrants with an exercise price of CAD$67.30 to be issued as of January 31, 2026.
 
Of the 22,699,987 warrants issued on the RTO, 11,200,000 were to replace former SPAC public warrants (“Public Warrants”), and 11,499,987 were to replace former SPAC private warrants (“Private Warrants”, together with Public Warrants, “SPAC Warrants”). Each SPAC Warrant is exercisable at $1.52 for 0.09692 shares of common stock.
 
In connection with the Initial Business Combination, the Company assumed the agreements for the SPAC Warrants between the Company’s predecessor, Focus Impact Acquisition Corp., and Continental Stock Transfer & Trust Company, as warrant agent, and entered into such amendments thereto as were necessary to give effect to the provisions of the BCA, and each SPAC Warrant then outstanding and unexercised automatically without any action on the part of its holder was converted into a warrant of the Company.
 
Each replacement warrant is subject to the same terms and conditions, including exercisability terms, as were applicable to the corresponding SPAC Warrants immediately prior to the Initial Business Combination, except to the extent of such terms or conditions that are rendered inoperative by the Initial Business Combination. Accordingly, following the Initial Business Combination:
●
each replacement warrant will be exercisable solely for the Company’s common shares;
●
the number of the Company’s common shares subject to each replacement warrant will be equal to the number of Class A common shares subject to the applicable SPAC Warrant (subject to amendments as set forth in the agreement to the SPAC Warrants)
●
the per share exercise price for the Company’s common shares issuable upon exercise of such replacement warrant will be equal to the per share exercise price for the Class A Common Shares subject to the applicable SPAC Warrant, as in effective prior to the Initial Business Combination (subject to amendments as set forth in the agreement to the SPAC Warrants)
 
Public Warrants
 
The Company had agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Initial Business Combination, the Company would use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the warrants, and the Company would use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of common stock until the warrants expired or were redeemed, as specified in the warrant agreement; provided that if the Company’s common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfied the definition of a ‘‘covered security” under Section 18(b)(1) of the Securities Act, the Company may at the Company’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, would not be required to file or maintain in effect a registration statement, but would use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
 
If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company would have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the lessor of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
 
Private Warrants
 
The Private Warrants are not redeemable by the Company so long as they are held by Focus Impact Sponsor or its permitted transferees. Focus Impact Sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis.
Company’s right to redemption of warrants
 
The Company may redeem the outstanding Public Warrants under the following conditions, while a registration statement covering the common stock issuable upon exercise of the warrants is effective, upon a minimum of 30 days’ prior written notice of redemption to each warrant holder:
 
(1)
Redemption at a price of $0.01 per warrant
 
If common stock is trading at a price in excess of $23.90 (“Upper Redemption Trigger”) for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders.
 
(2)
Redemption at a price of $0.10 per warrant
 
If the common stock is trading in excess of $13.20 (“Lower Redemption Trigger”) for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders.
 
Concurrently, if the common stock is trading at a price of less than the Upper Redemption Trigger for any 20 trading days within a 30-day period ending three trading days before the Company sends a notice of redemption to the warrant holders, the Private Warrants must also be concurrently called for redemption on the same terms as the Public Warrants.
 
Adjustments to exercise price of SPAC Warrants
 
The terms of the SPAC Warrants provided for an adjustment of the exercise price if the Initial Business Combination issued shares at a price (“Newly Issued Price”) below $92.00 per share, the aggregate gross proceeds from such issuances represent more than 60% of total equity proceeds, and the 20-day VWAP of the Company’s shares upon Initial Business Combination (“Market Value”) is below $92.00.
 
In such event, the exercise price will be adjusted to be 115% of the higher of the Market Value and the Newly Issued Price (“Reference Price”); the Upper Redemption Trigger will be adjusted to be 180% of the Reference Price ; and the Lower Redemption Trigger will be adjusted to the Reference Price.
 
On December 6, 2024, the Company determined the Newly Issued Price was $13.20; and the Market Value was $9.40. Accordingly the Reference Price was set at $13.20. The Company accordingly issued a notice of warrant adjustment to holders of SPAC Warrants, effecting the following adjustments in accordance with the terms of the SPAC Warrants:
●
Adjustment to the exercise price of the SPAC Warrants to $1.52 per 0.09692 share of the common stock of the Company, being 115% of Reference Price;
●
Adjustment of the Upper Redemption Trigger to $23.90 per share of the common stock of the Company, being 180% of Reference Price;
●
Adjustment of the Lower Redemption Trigger to $13.20 per share of the common stock of the Company, being the Reference Price
 
The number of SPAC Warrants outstanding is not impacted by the consolidation arising from the RTO (Note 4) nor the reverse stock split of the Company. Correspondingly, the exercise price is also not adjusted. Instead, the number of shares each SPAC Warrant is exercisable into is adjusted to account for such adjustments. Upon the RTO, the number of shares each SPAC Warrant is exercisable into (“Exercise Ratio”) is reduced from 1 to 0.9692. Upon reverse stock-split in August 2025, the Exercise Ratio is further reduced to 0.09692.
As set forth in the warrant agreement for the SPAC Warrants, the SPAC Warrants are not exercisable for any fractional shares. If, by reason of any adjustment made pursuant to the terms of the SPAC Warrants, the holder would be entitled to a fractional interest in a shares upon exercise of such SPAC Warrant, the Company shall round down to the nearest whole number of common shares to be issued to such holder upon exercise.
 
(d)
Stock options
 
The continuity of the Company’s stock options is as follows:
 
         
     Number of
stock options 		     Weighted average
exercise price 		 
Outstanding, October 31, 2024 and July 31, 2024
  62,772   $40.20 
Forfeited
  (1,395)   $37.74 
Granted
  50,000   $2.32 
Cancelled
  (2,733)   $37.74 
Outstanding, July 31, 2025
  108,644   $22.79 
Outstanding, January 31, 2026
  108,644   $23.10 
Exercisable, July 31, 2025
  51,859   $40.16 
Exercisable, January 31, 2026
  57,956   $40.68 
 
As at January 31, 2026, the weighted average remaining contractual life of outstanding options is 4.41 years (July 31, 2025 – 4.90 years).
 
As at January 31, 2026, the following stock options were outstanding and exercisable:
 
            
   Number of options
outstanding 		    Exercise
price 		  Expiry date    Number of
options
exercisable 		 
  2,676    CAD$52.40   January 17, 2028   2,676 
  9,176    CAD$52.40   February 6, 2028   9,176 
  8,411    CAD$72.60   May 15, 2028   7,723 
  764    CAD$77.20   June 26, 2028   764 
  50,000   $2.32  March 26, 2030    -  
  22,938    CAD$52.40   January 17, 2032   22,938 
  4,588    CAD$52.40   March 1, 2032   4,588 
  917    CAD$52.40   March 14, 2032   917 
  7,646    CAD$52.40   October 12, 2032   7,646 
  1,528    CAD$52.40   February 6, 2033   1,528 
  108,644          57,956 
 
No stock options were issued during the six months ended January 31, 2026 and 2025.
Share-based compensation – Stock options
 
Share-based payments relating to the vesting of stock options for the six months ended January 31, 2026 was $36,874 (2025 - $47,191) and is recorded as salaries and wages on the consolidated statement of operations.
 
As of November 6, 2024, upon the listing of the Company’s shares on the NASDAQ, 58,644 stock options outstanding are liability classified (Note 12).
 
As of January 31, 2026, the total intrinsic value of stock options outstanding and exercisable was $Nil and $Nil, respectively. The intrinsic value of outstanding stock options is based on the Company’s closing stock price on January 31, 2026.
 
(e)
Restricted stock units (“RSUs”)
 
The continuity of the Company’s RSU’s is as follows:
 
     
     Number of RSUs  
Outstanding, July 31, 2024
  121,475 
Granted
  30,586 
Forfeited
  (3,753) 
Outstanding, July 31, 2025 and January 31, 2026
  148,308 
 
No RSUs were granted during the six months ended January 31, 2026 and 2025.
 
As at January 31, 2026, the following RSUs were outstanding and vested:
 
            
  
Number of RSUs
outstanding
    
Grant date
    
Number of RSUs
Vested
 
  917    
November 30, 2021
    917 
  38,232    
December 24, 2021
    38,232 
  1,009    
March 1, 2022
    1,009 
  62,702    
March 14, 2022
    62,702 
  14,862    
July 30, 2024
    8,641 
  30,586    
March 26, 2025
    30,586 
  148,308         142087  
 
Share-based compensation – RSU’s
 
Share-based payments relating to the vesting of RSUs for the six months ended January 31, 2026 was $79,764 (2025 - $245,705) and is recorded as salaries and wages on the consolidated statement of operations.