Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
Jul. 31, 2025 |
| Income Taxes (Tables) [Line Items] |
|
|
| Schedule of Deferred Tax Assets and Liabilities |
Significant components of our deferred tax assets and liabilities are as follows:
|
|
|
2025
|
|
Deferred tax assets
|
|
|
|
|
|
Net operating loss (“NOL”) carryforwards
|
|
|
|
|
|
U.S. federal
|
|
$
|
20,461,846 |
|
|
Tax Credits
|
|
|
|
|
|
Energy related tax credits
|
|
|
185,987 |
|
|
Goodwill
|
|
|
139,473,347 |
|
|
Property, Plant and Equipment
|
|
|
575,817 |
|
|
Stock Compensation
|
|
|
1,843,290 |
|
|
Other
|
|
|
2,412,094 |
|
|
Less: valuation allowance
|
|
|
(164,952,382 |
)
|
|
Deferred tax assets, net of valuation allowance
|
|
|
—
|
|
| |
|
|
|
|
|
Deferred tax liabilities
|
|
|
—
|
|
|
Total deferred tax liabilities
|
|
|
—
|
|
|
Net deferred tax liabilities
|
|
$
|
—
|
|
|
|
| Schedule of Reconciliation of the U.S. Federal Statutory Income Tax Rate |
A reconciliation of the U.S. federal statutory income tax rate of 21% to our effective income tax rate for the year ended December 31, 2025 is as follows:
|
|
|
Year Ended December 31, 2025
|
| |
|
Amount
|
|
Percent
|
|
U.S. federal statutory tax rate
|
|
$
|
15,541,001 |
|
|
21 |
%
|
|
State and local income taxes, net of federal income tax effect
|
|
|
—
|
|
|
—
|
|
|
Tax credits
|
|
|
(185,987 |
)
|
|
(0.25 |
)%
|
|
Changes in valuation allowance
|
|
|
16,107,151 |
|
|
21.77 |
%
|
|
Nontaxable or nondeductible items
|
|
|
|
|
|
|
|
|
Loss on issuance of debt
|
|
|
8,511,510 |
|
|
11.50 |
%
|
|
Change in fair value of warrants
|
|
|
(44,082,402 |
)
|
|
(59.57 |
)%
|
|
Unrealized loss on derivative asset
|
|
|
3,392,775 |
|
|
4.58 |
%
|
|
Transaction costs
|
|
|
715,952 |
|
|
0.97 |
%
|
|
Changes in unrecognized tax benefits
|
|
|
|
|
|
|
|
|
Other adjustments
|
|
|
—
|
|
|
—
|
|
|
Effective tax rate as reported
|
|
$
|
—
|
|
|
—
|
%
|
|
|
| DevvStream Corp [Member] |
|
|
| Income Taxes (Tables) [Line Items] |
|
|
| Schedule of Deferred Tax Assets and Liabilities |
|
The significant components of the deferred tax assets and liabilities consisted of the following:
|
|
|
July 31, 2025
|
|
July 31, 2024
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
4,573,385 |
|
|
$
|
2,441,398 |
|
|
Unexercised share-based compensation
|
|
|
945,890 |
|
|
|
823,579 |
|
|
Capital start-up costs
|
|
|
2,355,876 |
|
|
|
620,911 |
|
|
Derivative liability
|
|
|
—
|
|
|
|
193,043 |
|
|
Accrued payroll reserves
|
|
|
162,426 |
|
|
|
49,866 |
|
|
Financing fees
|
|
|
4,503 |
|
|
|
6,005 |
|
|
Unrealized foreign exchange gain/loss
|
|
|
13,879 |
|
|
|
11,434 |
|
|
Total gross deferred tax assets
|
|
|
8,055,960 |
|
|
|
4,146,236 |
|
| |
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(7,967,381 |
)
|
|
|
(4,141,548 |
)
|
| |
|
|
|
|
|
|
|
|
|
Total deferred tax assets, net of valuation allowance
|
|
|
88,579 |
|
|
|
4,688 |
|
| |
|
|
|
|
|
|
|
|
|
Deferred tax liability
|
|
|
|
|
|
|
|
|
|
Convertible debt
|
|
|
(88,579 |
)
|
|
|
(4,410 |
)
|
|
Depreciation
|
|
|
—
|
|
|
|
(278 |
)
|
|
Unrealized foreign exchange gain/loss
|
|
|
—
|
|
|
|
—
|
|
|
Total gross deferred tax liabilities
|
|
|
(88,579 |
)
|
|
|
(4,688 |
)
|
| |
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
|
—
|
|
|
|
—
|
|
|
| Schedule of Reconciliation of the U.S. Federal Statutory Income Tax Rate |
|
A reconciliation between the effective income tax rate and the federal statutory income tax rate is as follows:
|
|
|
July 31, 2025
|
|
July 31, 2024
|
|
Domestic
|
|
$
|
(4,788,451 |
)
|
|
$
|
(7,403,278 |
)
|
|
International
|
|
|
(7,278,780 |
)
|
|
|
(2,395,924 |
)
|
|
(Loss) before income taxes
|
|
|
(12,067,231 |
)
|
|
|
(9,799,202 |
)
|
|
|
|
July 31, 2025
|
|
July 31, 2024
|
|
Expected recovery at statutory rate
|
|
|
(2,534,119 |
)
|
|
|
(2,057,832 |
)
|
|
Permanent book/tax differences
|
|
|
(33,892 |
)
|
|
|
241,919 |
|
|
Change in valuation allowance
|
|
|
3,825,833 |
|
|
|
1,873,989 |
|
|
Current tax true up
|
|
|
(62,750 |
)
|
|
|
28,463 |
|
|
Tax rate differential
|
|
|
—
|
|
|
|
—
|
|
|
Impact of foreign currency translation
|
|
|
—
|
|
|
|
(13,993 |
)
|
|
Impact of acquisition
|
|
|
(1,195,073 |
)
|
|
|
—
|
|
|
Total tax expense
|
|
$
|
—
|
|
|
$
|
72,546 |
|
|
| Schedule of Components of Provision for Income Taxes |
|
The components of the provision for income taxes are as follows:
|
|
|
July 31, 2025
|
|
July 31, 2024
|
|
Current tax expense:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
$
|
—
|
|
Foreign
|
|
|
—
|
|
|
72,546 |
|
Total current tax expense
|
|
|
—
|
|
|
72,546 |
| |
|
|
|
|
|
|
|
Deferred tax benefit:
|
|
|
|
|
|
|
|
Federal
|
|
|
—
|
|
|
—
|
|
Foreign
|
|
|
—
|
|
|
—
|
|
Total deferred tax benefit
|
|
|
—
|
|
|
—
|
|
Total income tax expense
|
|
$
|
—
|
|
$
|
72,546 |
|