As filed with the Securities and Exchange Commission on ~~April~~December 2512, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION ~~STATEMENT UNDER THE SECURITIES ACT~~ ~~OF 1933~~STATEMENT

~~PINEAPPLE FINANCIAL INC.~~UNDER

~~(Exact~~THE SECURITIES ~~name~~ACT ofOF ~~registrant as specified in its charter)~~1933

Canada		6199		Not applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

PINEAPPLE FINANCIAL INC.

(Exact name of registrant as specified in its charter)

Canada

6199

Not applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

Tel: (416) 669-2046

(Address, including zip code, and telephone number, ~~including area code,~~

ofincluding area ~~registrant’s~~code, of principal executive offices)

Shubha Dasgupta

Chief Executive Officer

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

Tel: (416) 669-2046

(Name, address, including zip code, and telephone number, ~~including area code, of agent for service)~~

including area code, of agent for service)

Copies to:

Darrin Ocasio, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the America, 31st Floor New York, NY 10036 Telephone: (212) 930-9700 Joseph M. Lucosky, Esq. Soyoung Lee, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 (732) 395-4400

~~Approximate date of commencement of proposed sale~~Sichenzia toRoss ~~the~~Ference ~~public:~~Carmel ~~As soon as practicable after the effective date of this Registration Statement.~~LLP

~~If any of the securities being registered on this~~1185 ~~Form~~Avenue ~~are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act~~ of ~~1933 check~~ the ~~following~~America, ~~box. ☒~~31st Floor

~~If this Form is filed to register additional securities~~New ~~for an offering pursuant to Rule 462(b) under the Securities Act~~York, ~~please~~NY ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐~~10036

Telephone: (212) 930-9700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration ~~statement~~ number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act.

Large ~~accelerated~~Accelerated ~~filer~~Filer ☐ Accelerated ~~filer~~Filer ☐ Non-accelerated ~~filer~~Filer ☒ Smaller ~~reporting~~Reporting ~~company~~Company ☒ Emerging ~~growth~~Growth ~~company~~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 7(a)(2)(B) of the Securities Act. ☐

The registrant ~~Registrant~~ hereby amends this ~~Registration Statement~~registration statement on such date or dates as may be necessary to delay its effective date until the registrant ~~Registrant~~will ~~shall~~ file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement ~~shall~~will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the ~~Registration~~registration ~~Statement~~statement ~~shall~~will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. ~~These~~The ~~securities~~selling shareholders may not besell ~~sold~~these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting anoffers ~~offer~~ to buy these securities in any ~~state or other~~ jurisdiction where the offer or sale is not permitted.

Subject to ~~Completion~~completion, dated ~~April~~December 2512, 2025

PRELIMINARY PROSPECTUS

~~Up to 17~~25,~~587~~682,~~055 Units, with each Unit consisting~~046 ~~of One~~ Common ~~Share and One Warrant to Purchase One Common Share~~Shares

UpThis prospectus relates to ~~17,587,055~~the ~~Pre-Funded~~sale ~~Units,~~or ~~with~~other ~~each~~disposition ~~Pre-Funded Unit~~by ~~consisting~~the ofselling ~~One~~shareholders ~~Pre-Funded~~identified ~~Warrant~~herein toor ~~Purchase~~their ~~One~~transferees ~~Common~~(the ~~Share~~“Selling Stockholders”) ~~and~~of ~~One~~up ~~Warrant~~ to ~~Purchase~~25,682,046 ~~One~~common shares without par value (“Common ~~Share~~Shares”), of Pineapple Financial Inc. (the “Company”), consisting of:

Up to 17,587,055 Common Shares Underlying the Warrants

	(i)	24,642,700 Common Shares issued to purchasers (“Purchasers”) upon the exchange of subscription receipts (the “Subscription Receipts”) of the Company issued pursuant to that Securities Purchase Agreement, dated September 2, 2025, as amended on September 4, 2025, and November 3, 2025, respectively (the “Securities Purchase Agreement”), by and between the Company and the Purchasers in a private placement offering (the “Private Placement”). The Subscription Receipts are governed by the terms of that certain subscription receipt agreement, dated September 4, 2025 (the “Subscription Receipt Agreement”), by and among the Company, Odyssey Transfer and Trust Company (the “Subscription Receipt Agent”) and D. Boral Capital LLC, the exclusive placement agent to the Company (the “Placement Agent”) entered into in connection with the closing of the Private Placement. Each Subscription Receipt is exchangeable for one Common Share upon satisfaction or waiver, as applicable, of the Escrow Release Conditions (as defined below).

	(ii)	1,039,346 Common Shares (the “Meteora Warrant Shares”) issuable upon the exercise of the Meteora Warrant (as defined below) issued to Meteora Strategic Capital, LLC (the “Consultant”), who acted as Company’s consultant in the Private Placement. Pursuant to a Consulting Services Agreement, dated July 21, 2025, as amended on August 29, 2025 (the “Consulting Agreement”), the Company agreed to issue as compensation in connection with the closing of the Private Placement, a warrant to the Consultant, exercisable for the purchase of such number of Common Shares as is equal to 4.0% of the total Common Shares outstanding on a pro forma basis after giving effect to the transactions contemplated by the Securities Purchase Agreement (the “Meteora Warrant”). The Meteora Warrant is exercisable for the purchase of up to 1,039,346 Common Shares at an exercise price payable in cash of $3.80 per Common Share and has a term of five (5) years from the effective date of the registration statement registering the Meteora Warrant Shares.

UpWe will tonot ~~17,587,055~~receive any proceeds from the sale or other disposition of the Common Shares ~~Underlying~~by the ~~Pre-Funded~~Selling Stockholders. The Selling Stockholders ~~Warrants~~may sell or otherwise dispose of the Common Shares offered by this prospectus from time to time through the means described in this prospectus under the caption “Plan of Distribution.” We have borne and will continue to bear the costs relating to the registration of these Common Shares.

~~PINEAPPLE~~Our Common ~~FINANCIAL~~Shares ~~INC~~are listed on the NYSE American LLC under the symbol “PAPL.” The last reported sale price for our Common Shares on the NYSE American LLC on December 4, 2025 was $3.69 per share.

~~Pineapple Financial Inc. is offering on a best efforts~~You ~~basis,~~should upread tothis ~~17,587,055~~prospectus ~~units~~and ~~(the~~any ~~“Units”)~~supplement, ~~each~~together ~~Unit~~with ~~consisting~~additional ~~of:~~information ~~(i)~~described ~~17,587,055~~under ~~common~~the ~~shares,~~headings ~~no par value per share (~~“~~Common~~Additional ~~Share~~Information”~~); and (ii) one Series A Warrant to purchase one Common Share (“Warrant”). Each Warrant is exercisable~~ atcarefully anbefore ~~exercise~~you ~~price of $0~~invest.2843 per share (100% of the assumed offering price per Unit). The Warrants will be immediately exercisable from the date of issuance and will expire 5 years after the date of issuance. We are offering each Unit at an assumed offering price of $0.2843 per Unit, based upon the last reported sale price of our Common Shares on The NYSE American on April 22, 2025.

We are ~~also~~a ~~offering~~“smaller ~~pre-funded~~reporting ~~units (“Pre-Funded Units~~company”) toas ~~those~~defined ~~purchasers,~~under ~~if any, whose purchase of Units in this offering would otherwise result in~~ the ~~purchaser,~~federal ~~together with~~securities ~~its~~laws ~~affiliates~~ and ~~certain related parties~~, ~~beneficially~~as ~~owning more than 4.99% (or~~such, atare ~~the~~eligible ~~election of the purchaser, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering. Each Pre-Funded Unit consists of: (i) one pre-funded warrant exercisable~~ for ~~one~~reduced ~~Common Share (“Pre-Funded Warrant”); and (ii) one Warrant. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the~~ public ~~in this offering, minus $0.0001 per share, and the exercise price of each~~ ~~Pre-Funded~~company ~~Warrant~~reporting ~~included in the Pre-Funded Unit is $0~~requirements.~~0001~~ ~~per~~See ~~share.~~“Prospectus ~~The~~Summary ~~Pre~~-~~Funded~~ ~~Warrants~~Implications ~~will be immediately exercisable and may be exercised at any time until all~~ of ~~the~~Being ~~Pre-Funded~~a ~~Warrants~~Smaller ~~are~~Reporting ~~exercised in full~~Company.”

~~For~~Investing in ~~each~~our ~~Pre-Funded~~Common ~~Unit~~Shares weinvolves ~~sell,~~a ~~the~~high ~~number~~degree of ~~Units we~~risk. ~~are~~Before ~~offering~~making ~~will~~an beinvestment ~~decreased~~decision, onyou ashould ~~one-for-one~~review ~~basis.~~the ~~Because~~information wecontained under ~~will~~the ~~issue~~heading ~~one~~“Risk ~~Warrant~~Factors” asin ~~part~~our ofmost ~~each~~recent ~~Unit~~Annual orReport ~~Pre~~on Form 10-~~Funded~~K ~~Unit,~~as ~~the number~~such ofrisk ~~Warrants~~factors ~~sold~~may be updated in ~~this~~our subsequent ~~offering~~reports ~~will~~filed ~~not~~with ~~change~~the Securities and Exchange Commission (the “SEC”), and as amay ~~result~~be ofamended, asupplemented ~~change~~or superseded infrom ~~the~~time ~~mix~~to oftime by other reports we file with the ~~Units~~Securities and ~~Pre-Funded~~Exchange ~~Units sold~~Commission.

~~The Common Shares and Pre-Funded Warrants, and the~~Neither ~~accompanying Warrants, as~~ the ~~case~~Securities ~~may~~and ~~be,~~Exchange ~~can~~Commission ~~only~~nor beany ~~purchased~~state ~~together~~securities incommission ~~this~~has ~~offering~~approved ~~but~~or ~~will~~disapproved beof ~~issued~~these ~~separately~~securities ~~and~~or ~~will be immediately~~determined ~~separable~~if ~~upon issuance. Pursuant to the registration statement related to~~ this prospectus, weis ~~are~~truthful ~~also~~or ~~registering~~complete. ~~the~~Any ~~Common~~representation ~~Shares issuable~~to ~~upon exercise of~~ the ~~Warrants~~contrary ~~included~~is ina ~~the~~criminal ~~Units and Pre-Funded Units and the Pre-Funded Warrants included in the Pre-Funded Units offered hereby~~offense.

~~Our Common Shares are listed on NYSE American under~~The ~~the~~date ~~symbol “PAPL.” The closing price~~ of ~~our~~this ~~Common~~prospectus ~~Shares~~is onDecember ~~April 22~~12, 2025~~, as reported by The NYSE American, was $0~~.2843 per share. There is no established trading market for the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants and we do not intend to list the Units, Pre-Funded Units, Warrants or Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

The public offering price for the securities in this offering will be determined at the time of pricing, and may be at a discount to the current market price at the time. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. The final public offering price will be determined through negotiation between us and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

We have engaged D. Boral Capital LLC to act as our exclusive placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the fees set forth in the table below, which assumes that we sell all of the Securities offered by this prospectus. See “Plan of Distribution”.

The securities are expected to be issued in a single closing and the public offering price per Common Share and Pre-Funded Warrant will be fixed for the duration of this offering. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of Securities sufficient to pursue our business goals described in this prospectus. Further, any proceeds from the sale of Securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors” on page 19 of this prospectus for more information.

We intend to use the proceeds from this offering for general corporate purposes, including working capital and investments. See “Use of Proceeds.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 19 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Start-ups Act of 2012 (the “Jobs Act”), and we have elected to comply with certain reduced public company reporting requirements.

Per Unit

Per Pre-Funded Unit

Total(1)

Public offering price

Placement Agent Fees (7%)(2)

Proceeds to us (before expenses), to us

(1)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Warrants or Pre-Funded Warrants.
(2)	Does not include a non-accountable expense allowance equal to 0.5% payable to D. Boral Capital LLC, the Placement Agent in this offering. For additional information regarding our arrangement with the Placement Agent, please see “Plan of Distribution” beginning on page 95.

We anticipate that delivery of the securities against payment therefor will be made on ________________, 2025.

Sole Placement Agent

D. Boral Capital LLC

Prospectus dated ________________, 2025

Table of Contents

ABOUT THIS PROSPECTUS		ii
TRADEMARKS		ii
MARKET DATA		ii
PROSPECTUS SUMMARY		1
SUMMARY OF THE OFFERING		17
RISK FACTORS		19
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		36
USE OF PROCEEDS		36
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		36
DIVIDEND POLICY		37
CAPITALIZATION		37
DILUTION		38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		39
BUSINESS		62
MANAGEMENT		81
EXECUTIVE COMPENSATION		87
PRINCIPAL SHAREHOLDERS		91
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		92
DESCRIPTION OF SECURITIES		93
PLAN OF DISTRIBUTION		95
EXPERTS		97
LEGAL MATTERS		97
WHERE YOU CAN FIND MORE INFORMATION		97
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the Placement Agent, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the Placement Agent take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

~~ABOUT THIS~~TABLE ~~PROSPECTUS~~OF CONTENTS

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

	Page
ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	10
RISK FACTORS	11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	32
USE OF PROCEEDS	33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	33
DIVIDEND POLICY	33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
BUSINESS	48
MANAGEMENT	65
EXECUTIVE COMPENSATION	71
PRINCIPAL SHAREHOLDERS	76
SELLING STOCKHOLDERS	77
PLAN OF DISTRIBUTION	81
DESCRIPTION OF SECURITIES	83
LEGAL MATTERS	84
EXPERTS	84
ADDITIONAL INFORMATION	84
INDEX TO FINANCIAL STATEMENTS	F-1

● all references to the “Company,” “Pineapple,” the “registrant,” “we,” “our” or “us” in this prospectus mean Pineapple Financial Inc, a Canadian corporation, and its subsidiaries; ● “year” or “fiscal year” means the year ending August 31st; ● all dollar or $ references, when used in this prospectus, refer to United States dollars

TRADEMARKS

Solely for convenience, our trademarks and tradenames referred to in this prospectus, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference into this prospectus or the accompanying prospectus are the property of their respective owners.

MARKET DATA

Market data and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods does not take into account the effects of the coronavirus (“COVID-19”). Accordingly, those third-party projections may be overstated and should not be given undue weight. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

~~PROSPECTUS SUMMARY~~Table of Contents

~~This summary provides a brief overview of the key~~ABOUT ~~aspects~~THIS of our business and our securities. The reader should read the entire prospectus carefully, especially the risks of investing in our Common Stock discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under “Summary” and “Risk Factors” as well as those noted in the documents incorporated herein by reference, are forward-looking statements and may involve a number of risks and uncertainties. Our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.PROSPECTUS

~~Corporate~~Neither we ~~History~~nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Stockholders take responsibility for and ~~Background~~can provide no assurance as to the reliability of any other information that others may give you. Neither we nor the Selling Stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

WeFor investors ~~are~~outside athe ~~Canadian-based~~United ~~mortgage~~States: ~~technology~~neither ~~and~~we ~~brokerage company~~nor the Selling Stockholders have done anything that ~~provides~~would ~~mortgage~~permit ~~brokerage~~this ~~services~~offering ~~and~~or ~~technology~~possession or ~~solutions~~distribution toof ~~Canadian~~this ~~mortgage~~prospectus ~~agents,~~in ~~brokers,~~any ~~sub-brokers,~~jurisdiction ~~brokerages and~~outside ~~consumers~~the United States where action for that purpose is required. ~~Through~~Persons ~~data-driven~~outside the ~~systems~~United ~~together~~States ~~with~~who ~~cloud-based~~come ~~tools~~into possession of this prospectus must inform themselves about, weand ~~believe~~observe weany ~~offer~~restrictions ~~competitive~~relating ~~advantages~~to, the inoffering of our securities covered hereby and the ~~Canadian mortgage~~distribution ~~industry~~of ~~relative~~this toprospectus ~~alternative~~outside ~~mortgage~~the ~~broker~~United ~~arrangements~~States.

~~We also provide back office services, together with~~This ~~pre-underwriting~~prospectus ~~support~~contains ~~services~~summaries ~~(collectively~~of ~~the~~certain ~~“Brokerage~~provisions ~~Services”)~~contained toin ~~Canadian~~some ~~mortgage brokerages (the “Brokerages”). In connection with the provision~~ of the ~~Brokerage~~documents ~~Services~~described herein, webut ~~employ~~reference ~~and~~is ~~engage~~made ~~several~~to ~~licensed~~the actual ~~mortgage~~documents ~~brokers~~for ~~and~~complete ~~agents (collectively, “Field Agents”)~~information. WeAll ~~have a total~~ of ~~full-time~~the ~~employed~~summaries ~~staff~~are ofqualified 39in .their Inentirety ~~addition,~~by wethe ~~also~~actual ~~enter~~documents. ~~into~~Copies ~~affiliation~~of ~~agreements~~some ~~with~~of ~~certain~~the ~~licensed~~documents ~~mortgage~~referred ~~brokers~~to ~~(collectively,~~herein ~~“Affiliate~~have ~~Brokers”~~been ~~and,~~filed ~~together~~or ~~with~~will ~~Field~~be ~~Agents~~incorporated ~~and~~by ~~Brokerages, the~~reference ~~“Users”),~~as ~~pursuant~~exhibits to ~~which~~ the ~~Company~~registration ~~and~~statement ~~the~~of which ~~Affiliate~~this ~~Broker~~prospectus ~~enter~~is ~~into~~a anpart, ~~affiliation~~and ~~relationship~~you ~~with~~may ~~the~~obtain ~~intention~~ copies of ~~jointly~~those ~~marketing~~documents ~~mortgage brokerage and other financial services~~ as ~~affiliated~~described ~~entities,~~below ~~sometimes~~under ~~referred to as~~ “~~white~~Additional ~~labelling~~Information”, ~~which~~and ~~allows~~“Incorporation ~~the~~of ~~Affiliate~~Certain ~~Broker~~Information toby ~~sell a mortgage that is branded with its company name to its own client base~~Reference.”

~~Our~~We may ~~services~~also ~~distribution~~provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and ~~fee~~any ~~structure~~applicable ~~for~~prospectus ~~each~~supplement together with the additional information to which we refer you in ~~stream~~the issections ~~detailed~~of ~~hereunder:~~this prospectus entitled “Additional Information” and “Incorporation of Certain Information by Reference.”

1.Unless otherwise ~~The~~stated ~~fee~~or ~~for~~ the ~~subscription~~context ~~service~~otherwise ~~revenue~~indicates, ~~stream~~references ~~is $117 for use of our platforms by our agents~~ to ~~complete~~“PAPL,” the mortgage deal from initiation to funding by the lender partner and is about 3% of total gross revenue. 2. Our pre-risk assessment services revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal for a mortgage funded amount of $390“Company,~~000~~” ~~and over. For a mortgage funded amount under $390~~“we,~~000~~” ~~the fee is $273. 3. The balance of~~ “our ~~total gross revenue at 95% comes from our lender partner service commissions and the structure varies by rate and amount based on the season~~, ~~special promotions at that particular time~~” “us,” ~~bonus~~or ~~applicable,~~similar ~~funded~~terms ~~volume,~~refer ~~etc. The lender partners comprise of banks, trust companies, mortgage loan companies, building societies and other lending financial institutions, including but not limited~~ to ~~the~~Pineapple ~~Bank~~Financial ~~of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance Company of Canada~~ Inc. ~~(MCAP), First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI Bank Canada~~ and ~~Desjardins~~its ~~Mortgage Financing Services~~subsidiaries.

WeTable ~~currently operate exclusively in Canada, specifically in the provinces~~ of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016. We have been approved by each of the applicable provincial mortgage regulators to operate in 11 provinces and territories namely Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 1 provinces to follow is Saskatchewan. We launched our first brokerage office in Alberta on July 1, 2021. We also launched our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and Prince Edward Island on May 4, 2022. We launched our first British Columbia brokerage office in 2024. We provide our Brokerage Services to both residential and commercial mortgage opportunities and, in each case, through a proprietary technology called MyPineapple, as discussed in further detail below.Contents

~~Pineapple+~~PROSPECTUS SUMMARY

AtThe following ~~the~~summary ~~core~~highlights ofsome ~~our~~information ~~Brokerage~~from ~~Services~~this prospectus. It is ~~Pineapple+, a~~not ~~proprietary~~complete ~~technology~~and ~~platform~~does ~~designed~~not tocontain ~~streamline~~all ~~mortgage~~of ~~origination,~~the ~~enhance~~information ~~operational~~that you ~~efficiency,~~should ~~and~~consider ~~optimize~~before ~~revenue~~making ~~growth for~~an ~~Users~~investment decision. ~~Pineapple+~~You ~~provides~~should ~~real-time~~read ~~data~~this ~~management~~entire ~~and reporting~~prospectus, ~~lead~~including ~~generation~~the ~~capabilities,~~“Risk ~~customer~~Factors” section ~~relationship~~on ~~management, deal~~page ~~processing,~~11 anof ~~education~~this prospectus and ~~knowledge~~the ~~center,~~disclosures ~~payroll~~to ~~and~~which ~~commission~~that ~~management,~~section ~~regulatory~~refers ~~compliance tools~~you, ~~data~~the ~~analytics,~~financial ~~document~~statements and ~~collection~~related notes and ~~storage,~~the ~~automated~~other ~~onboarding,~~more ~~lender~~detailed ~~access,~~information ~~back-office~~appearing ~~support,~~elsewhere ~~and~~or ~~direct~~incorporated ~~underwriting~~by ~~assistance—all~~reference ~~within~~into this prospectus before investing ain ~~single~~any ~~integrated~~of ~~system~~the securities described in this prospectus.

Pineapple+ offers robust network management capabilities, enabling Users, including a network of highly qualified Field Agents, to efficiently connect within an organized marketplace for mortgage lending and insurance services. The platform operates independently of third-party Client Relationship Manager (CRM) providers and has been engineered with proprietary code to support seamless business operations through automated triggers and tasks, reducing administrative burden while improving accuracy and efficiencyOverview

Pineapple+ Financial ~~synchronizes~~is ~~with~~a ~~Users’~~Canadian ~~calendars~~ mortgage technology and ~~email~~brokerage ~~systems,~~company. ~~facilitates~~We ~~real-time~~provide ~~marketing~~mortgage ~~communications,~~brokerage services and ~~provides~~technology ~~advanced~~solutions ~~analytics~~to Canadian mortgage agents, ~~reporting~~brokers, sub-brokers, brokerages and ~~real~~consumers. Through data-~~time~~driven ~~notifications, ensuring~~systems ~~proactive~~and ~~business~~cloud-based ~~management.~~tools, ~~The~~we ~~platform’s~~believe we ~~deep~~offer ~~data~~competitive ~~insights~~advantages ~~empower~~in ~~Users~~the ~~with~~Canadian ~~meaningful~~mortgage ~~intelligence,~~industry ~~enhancing decision-making~~relative ~~and~~to ~~relationship~~traditional ~~management~~broker arrangements.

~~Developed~~We also provide back-office and pre-underwriting support services (together, the “Brokerage Services”) to ~~address~~Canadian ~~key~~mortgage brokerages ~~inefficiencies~~(the ~~within~~“Brokerages”). In connection with the provision of the Brokerage Services, we employ and engage licensed mortgage ~~brokerage~~brokers ~~industry~~and agents (collectively, ~~Pineapple+~~“Field ~~offers~~Agents”). aAs ~~long-term~~of ~~competitive~~the ~~advantage~~date ~~over~~of ~~traditional,~~this ~~high-touch~~filing, ~~labor~~we have 39 full-~~intensive~~time ~~service models~~employees. In Byaddition, ~~automating~~we ~~complex~~enter ~~processes,~~into ~~improving~~affiliation ~~workflow~~agreements ~~efficiency,~~with ~~and~~certain ~~incorporating~~licensed ~~robust~~mortgage ~~quality~~brokers ~~control~~(“Affiliate ~~mechanisms~~Brokers” and, ~~Pineapple+~~together ~~significantly~~with ~~reduces~~Field ~~manual~~Agents ~~processing~~and Brokerages, ~~lowers~~the ~~operational~~“Users”) ~~costs,~~under which we jointly market mortgage brokerage and ~~enhances~~other ~~scalability~~financial ~~for~~services as ~~Users~~affiliated entities. This “white-label” model allows Affiliate Brokers to offer mortgages under their own brand to their client base while operating on our platform and within our controls.

~~Furthermore,~~We offer ~~Pineapple+~~Brokerage ~~includes~~Services afor ~~sophisticated~~both ~~education technology~~residential ~~component,~~and ~~ensuring~~commercial ~~Users~~mortgage ~~remain~~opportunities ~~informed~~through ofour ~~evolving~~proprietary ~~mortgage~~technology ~~solutions~~platform, ~~regulatory changes,~~ Pineapple+ and ~~market~~related ~~conditions~~tools, ~~that~~together, ~~may impact~~the ~~Canadian consumers~~“Platform”. The ~~platform’s~~Platform ~~comprehensive~~supports ~~functionality~~the ismortgage ~~integral~~life tocycle ~~the~~from ~~modernization~~lead ofintake ~~the~~and ~~mortgage industry,~~pre-qualification ~~reinforcing~~through ~~our~~underwriting ~~position~~support, asdocumentation, acompliance, ~~leader~~and infunded-deal ~~brokerage services~~analytics.

In connection with the Private Placement, we have established a digital asset treasury strategy (the “Treasury Strategy”) focused primarily on holding INJ tokens, in addition to other cryptocurrency and digital assets. The Treasury Strategy, once fully implemented upon consummation of the transactions contemplated by the Securites Purchase Agreement, diversify our balance sheet through cryptocurrency staking rewards, among other things.

Revenue Model

Our revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions. Percentages below are approximate and subject to period-to-period variation.

1. Subscription services. Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50 per month. This stream represents approximately 3% of total gross revenue.

2. Pre-risk assessment services. We charge a per-deal fee for pre-underwriting support and documentation preparation. For mortgages with a funded amount of $390,000 and over, the fee is $390 per deal. For mortgages under $390,000, the fee is $273 per deal. This stream represents approximately 1.3% of total gross revenue.

3. Lender partner service commissions. The balance of total gross revenue, approximately 95%, is derived from commissions and volume-based compensation from lender partners. Commission structures vary by rate, amount, promotional programs, bonus eligibility and funded volume. Our lender partners include banks, trust companies, mortgage finance companies and other financial institutions, including but not limited to; Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank, MCAP, First National Financial LP, Home Trust Company, Equitable Bank, Community Trust, Bank of Montreal (BMO) and Desjardins Mortgage Financing Services.

Geographic Footprint and Licensing

We currently operate in Canada, with active brokerage operations in Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016, opened our Alberta office on July 1, 2021, expanded into Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island on May 4, 2022, and opened our first British Columbia brokerage office in 2024. We have been approved by applicable provincial mortgage regulators to operate in the following provinces and territories: Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec and Yukon, and we are pursuing additional licensing in Saskatchewan.

~~Services~~Table ~~and~~of ~~Products~~Contents

~~Brokerage Services~~Technology

Our Platform integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics. By centralizing workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring. The ~~following~~Platform is acloud-hosted with ~~detailed~~role-based ~~description~~access ofcontrols, ~~the~~audit ~~Brokerages Services~~trails and data security protocols that weare ~~offer:~~designed to meet or exceed applicable regulatory expectations.

1.Digital Asset ~~Mortgage~~Treasury Brokering: We employ and engage a number of licensed Field Agents who originate clients, provide mortgage consultation services, advise clients on the various mortgage products offered by financial institutions in Canada, offer clients access to rate information and mortgage options from a range of lenders, including major banks and lending institutions and assist clients in selecting the most appropriate and effective mortgage solution for their particular needs. 2. Technology: Pineapple+ is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage services more effectively and efficiently. Amongst other things, Pineapple+ syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications for email opens, and link clicks. Pineapple+ also provides Users with cloud storage. We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and client conversions. We ensure that all clients stay well informed with highly relevant information; it also increases the conversion ratios and engagement metric for its Users. This provides Users the ability to focus on higher probability clients and deliver a high level of value and service while the system manages the relationship with others. 1. Back Office Support Services: Through Pineapple+, we offer our Users back office support services, including digital and automated onboarding and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing. 2. Pre-Underwriting Support: Technology enabled and together with back-office support, we offer our Users pre-underwriting support services that establish appropriate qualifying processes in a mortgage application, providing borrowers a digital environment ensuring mortgage agents have the necessary data and providing borrowers with an instant pre-qualification. We use our diverse exposure to the mortgage industry to save Users from spending valuable resources on mortgage applications that have fewer chances of reaching approval. In particular, we offer our Users the following pre-underwriting services, aimed at speeding up the underwriting process and helping mortgage lenders make accurate decisions:Strategy

●In fiscal ~~Credit~~2025 ~~Review:~~Q1, Wewe ~~verify~~established ~~all~~a ~~information~~the ~~that~~Treasury isStrategy ~~supplied~~as bya ~~the~~component ~~client~~of inour ~~vital~~corporate ~~loan~~treasury ~~documents~~ and ~~other~~strategic ~~personal~~partnership ~~information~~program. ~~Thereafter,~~The Treasury weStrategy ~~meticulously~~permits ~~review~~the ~~client~~Company, ~~credit~~subject ~~records and tax return documents~~ to ~~ensure~~internal ~~the~~policies, ~~client~~board ~~has~~oversight ~~the~~and ~~required~~applicable ~~financial~~law, ~~stability~~ to ~~make~~hold ~~monthly~~a ~~payments~~capped ~~for~~allocation of ~~the~~liquid ~~mortgage.~~digital Weassets, ~~follow~~primarily ~~checklist-based~~consisting ~~system~~of toINJ ~~ensure~~tokens, ~~that all the critical aspects pertaining~~ to ~~underwriting~~diversify ~~are~~our ~~covered.~~balance ●sheet, ~~Data~~participate ~~Validation:~~in ~~Our~~cryptocurrency staking ~~pre-underwriting~~rewards, support ~~services~~research ~~include recording~~ and ~~digitizing our findings in the data validation process. By digitizing these vital information sets about the client~~development, weand ~~are~~pursue ~~able~~potential toecosystem ~~establish~~partnerships ~~the accuracy~~ and ~~speed~~future ~~needed~~integrations towith our ~~expedite~~mortgage ~~the~~technology ~~underwriting process~~stack. ●The ~~Fraud~~Treasury ~~Analysis~~Strategy ~~and~~will ~~Compliance:~~be Wemanaged ~~pride~~by ~~ourselves~~third inparty ~~diligently~~providers ~~checking for identity fraud~~ and ~~ensuring~~overseen ~~that~~by ~~applications~~a ~~are~~committee of ~~compliant and contain complete information. Our mortgage experts have~~ the ~~experience and acumen to spot missing or mala fide information~~Board. ~~This~~The ~~obviates~~Treasury ~~the~~Strategy ~~need~~is ~~for~~subject ~~the underwriter~~ to ~~send~~strict ~~client~~custody, ~~files~~risk, ~~back~~accounting ~~for incomplete information~~ and ~~thereby~~compliance ~~speeds~~policies, upincluding ~~the underwriting process. Our fraud analysis encompasses all aspects~~ segregation of ~~the~~assets, ~~client~~volatility ~~file~~limits, ~~review~~impairment ~~process~~monitoring ~~including~~and ~~running~~disclosure ~~third-party reports~~controls. ~~This ensures the underwriter has to focus only on decision-making.~~

On-Chain Mortgage Development

We are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected elements of the mortgage lifecycle (“On-Chain Mortgage Development”). Areas of exploration include, among others, identity and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential future pathways for asset issuance and investor reporting. These initiatives are currently in development and do not contribute material revenue. Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions and the establishment of robust compliance, privacy and security controls. We may pursue pilot programs with ecosystem partners and service providers to evaluate feasibility and cost-benefit outcomes.

Compliance and Regulatory

Our brokerage activities are subject to provincial mortgage brokerage laws and regulations, consumer protection requirements, anti-money laundering and anti-terrorist financing obligations, privacy and data protection laws and related guidance. We maintain policies, procedures, training and supervision designed to promote compliance, including for third-party affiliates who operate on our Platform. Our Treasury Strategy and On-Chain Mortgage Development are subject to additional legal, accounting, tax and regulatory considerations. We evaluate these programs with external legal counsel and advisors and implement governance, risk and control frameworks that we believe are appropriate for their scope and scale.

Private Placement

On September 2, 2025, we entered into a Securities Purchase Agreement with Purchasers, whereby, on September 4, 2025 (the “Closing”), we issued 24,642,700 Subscription Receipts, each Subscription Receipt exchangeable for one Common Share upon the satisfaction or waiver, as applicable, of the Escrow Release Conditions (as defined below) at an offering price of $3.80 per Subscription Receipt, with respect to certain purchasers, and $4.16 per Subscription Receipt with respect to certain purchasers. Purchasers tendered, at the election of each Purchaser, U.S. dollars or INJ tokens to the Company as consideration for the Subscription Receipts. The Company raised proceeds of approximately $100 million in the Private Placement in order to adopt the Treasury Strategy under which the principal holding will be INJ, the native digital asset of the Injective blockchain. The Private Placement transaction documents contemplate that each Purchaser could elect to receive, upon exchange of its Subscription Receipts, either one Common Share or one pre-funded warrant in lieu of a Common Share; however, no Purchaser elected to receive pre-funded warrants and no pre-funded warrants were issued pursuant to the Private Placement.

●Table ~~Appraisal Ordering and Review: We take charge~~ of title ordering and dispatching verified property information to the appraiser to boost the turnaround times of the appraisal process. Once the appraisal is over, we carefully review the appraisal report to ensure that the process has been completed in a fair and error-free manner. ● Data Analytics: Through Pineapple+, we are able to use data to analyze customer benefit opportunities as they become available. In particular, Pineapple+ allows us to utilize the data that has been acquired through the mortgage approval process along with real time real estate and credit data to thereby reduce costs and overall debt process timelines.Contents

~~Insurance~~On November ~~Products~~3, 2025, the parties amended the Securities Purchase Agreement to extend the Escrow Deadline (as defined below) for an additional thirty (30) days from November 3, 2025. On December 3, 2025 the parties further amended the Securities Purchase Agreement to extend the Escrow Deadline an additional thirty days from December 3, 2025, subject to further extension as described below. The disclosure contained in this prospectus contemplates the new Escrow Deadline. The issuance of the Common Shares to the holders of Subscription Receipts is subject to the satisfaction or waiver, as applicable, of the following escrow release conditions (the “Escrow Release Conditions”):

~~Pineapple~~a) the ~~Insurance~~receipt isof athe ~~wholly~~Shareholder ~~owned~~Approval ~~subsidiary~~(as defined below) by the Company; b) the Registration Statement (as defined below) being declared effective by the Commission (as defined below) within one hundred twenty (120) days from September 4, 2025 (the “Closing Date”), subject (i) to an automatic extension to an aggregate of one hundred fifty (150) days from the Closing Date in the event that the Commission notifies the Company that it will review the Registration Statement, and is(ii) such further extension(s) to be agreed to in ~~its~~writing ~~near~~by ~~final~~the ~~stage~~holders of ~~development~~50.1% ~~This~~or ~~entity~~more isof tothe ~~serve~~Subscription Amounts (as defined in the ~~insurance~~Securities ~~needs~~Purchase Agreement), including Injective Foundation, acting reasonably, in accordance with the Subscription Receipt Agreement (the “Escrow Deadline”); c) the receipt of ~~our~~required ~~brand~~approvals ~~mortgage~~by ~~brokers~~the applicable stock exchange, third parties, court and regulatory approvals required by the ~~agents~~Company; ~~across~~d) ~~Canada.~~the ~~Pineapple~~approval ~~Insurance~~of isthe toCommon ~~act~~Shares asfor alisting ~~managing~~on ~~general~~NYSE ~~agent~~American ~~supported~~and bythe ~~Industrial~~completion, ~~Alliance.~~satisfaction ~~This~~or ~~entity~~waiver ~~will~~by ~~create~~NYSE American ~~both~~of aall ~~revenue~~conditions ~~channel~~precedent ~~and~~to ~~retention~~such ~~strategy~~listing; ~~for~~e) ~~borrowers~~the ~~that~~Company ~~live~~shall ~~within~~not ~~our~~be ~~database.~~in ~~This~~breach ~~will~~or ~~also~~default ~~allow~~of aany ~~growth~~of ~~opportunity~~its ~~and~~covenants or obligations anunder ~~overall~~the ~~holistic~~Subscription ~~financial~~Receipt ~~services~~Agreement ~~opportunity~~or ~~for~~the ~~us.~~agency Weagreement ~~are~~between ~~currently~~the inCompany and the ~~near~~Placement ~~final~~Agent; ~~stages~~f) from the date of ~~development~~the Securities Purchase Agreement until the earlier of ~~Pineapple~~(i) ~~Insurance.~~the Escrow Deadline, or (ii) such date on which all of conditions listed as items ~~Operational~~(a) ~~infrastructure~~through is(e) above have been satisfied or waived, trading in ~~place~~the ~~and~~Common aShares ~~budget~~shall ~~has~~not have been ~~prepared~~suspended ~~alongside~~by ~~technology~~the ~~modifications~~Commission toor the ~~our~~Company’s ~~Pineapple+~~principal ~~system~~trading market, and trading in ~~order to~~securities ~~manage~~generally ~~the~~as ~~delivery~~reported ofby ~~this~~Bloomberg ~~product~~L.P. Weshall not have ~~also~~been ~~created~~suspended or alimited, ~~sales~~ and ~~marketing~~minimum ~~plan~~prices ~~alongside~~shall ~~assets~~not have been established on securities whose trades are reported by such service or any trading market; and ~~materials~~g) the Company and the Placement Agent, ~~which~~in ~~will~~compliance ~~be used~~with ~~for~~the ~~initial~~Side ~~launch.~~Letter We(as defined below), shall have ~~hired~~delivered a ~~Vice~~certain escrow ~~President,~~release ~~Insurance,~~notice ~~reporting~~ to the ~~Company’s~~Subscription ~~COO,~~Receipt toAgent ~~assist~~in accordance with the ~~development~~Securities Purchase Agreement, confirming that items (a) ~~launch~~through (f), above, inclusive, have been satisfied or waived. The Subscription Receipt Agreement further provides that receipt of the Shareholder Approval and ~~operation~~the effectiveness of the ~~Company’s~~Registration ~~insurance~~Statement, ~~business~~representing ~~segment.~~conditions ~~The~~(a) ~~Pineapple~~and ~~Insurance~~(b), ~~business~~respectively, ~~officially~~shall under ~~launched~~no incircumstances ~~May~~be ~~2024~~waived.

WeThe Securities ~~will~~Purchase ~~offer~~Agreement aprovides ~~wide~~that ~~range~~the Company shall call a meeting of ~~investment~~its ~~options~~shareholders to approve (i) the issuance of ~~suit~~the ~~clients~~Common ~~risk~~Shares ~~tolerance~~to ~~and~~be ~~investment~~delivered ~~preferences.~~to Athe ~~financial~~holders ~~advisor~~of ~~will~~Subscription ~~review~~Receipts, and ~~assess~~(ii) the ~~needs~~amendment ofto ~~each~~the ~~client~~constating todocuments ~~determine~~ of the Company ~~short-~~to ~~and~~remove ~~long-term~~the ~~goals~~restriction ~~for~~on ~~financial~~transfers ~~success.~~of ~~Such~~the ~~options~~Common ~~may~~Shares ~~include~~contained ~~segregated~~in ~~funds~~the orArticles ~~mutual~~of ~~funds~~Continuance ~~for~~of ~~registered~~the Company (~~registered~~the “Shareholder ~~education~~Approval”). ~~savings~~The ~~plans,~~Shareholder ~~registered~~Approval ~~retirement~~occurred ~~savings~~on ~~plans~~October 31, ~~tax-free~~2025 ~~savings~~at ~~accounts,~~a ~~etc.)~~special ~~and~~meeting ~~non-registered~~of ~~accounts.~~the Ashareholders ~~segregated~~of the Company. ~~fund~~The Company shall, orwithin ~~seg~~30 ~~fund~~days following execution of the Securities Purchase Agreement, isprepare aand ~~type~~file ofa ~~investment~~preliminary ~~fund~~proxy ~~administered~~statement with bythe ~~Canadian~~U.S. ~~insurance~~Securities ~~companies~~and inExchange Commission (the ~~form~~“Commission”) ofrelating ~~individual,~~to ~~variable~~the ~~life~~shareholders’ consideration ~~insurance~~and ~~contracts~~vote ~~offering~~with ~~certain~~respect ~~guarantees~~ to the ~~policyholder~~Shareholder ~~such~~Approval; asprovided, ~~reimbursement~~that ofon ~~capital~~November ~~upon~~7, ~~death~~2025, ~~and~~the ~~mutual~~Securities ~~funds.~~Purchase AsAgreement awas amended ~~regulatory~~to ~~requirement~~provide that, ~~all~~as promptly ~~Canadian~~as ~~mortgage~~reasonably ~~approvals~~practicable ~~being~~after ~~presented~~the byClosing ~~the~~Date, ~~mortgage~~and ~~broker~~in ~~channel~~any ~~must~~event ~~include~~no later than December 5, 2025, the ~~option~~Company ~~for~~shall file a ~~client to~~registration ~~consider~~statement anon ~~insurance~~Form ~~option~~S-1 in(the an“Registration ~~effort~~Statement”) with the Commission to ~~protect~~permit the ~~liability~~resale inof all of the ~~case~~Common ofShares ~~death~~on ora ~~disability.~~continuous ~~Pineapple~~basis ~~Insurance~~under ~~will~~Rule ~~be presenting~~415 ~~this~~under ~~insurance~~the ~~option~~Securities ~~for~~Act. aPursuant ~~client~~to the Securities Purchase Agreement, and subject to ~~accept~~the satisfaction or ~~not~~waiver ~~via~~of the ~~products~~other ~~that~~Escrow weRelease ~~have~~Conditions, ~~available.~~the ~~This~~Common Shares will not be ~~presented to all~~issued ~~mortgage~~until ~~approvals~~Shareholder ~~being~~Approval ~~offered~~is ~~via~~received and the ~~Company~~Registration Statement has been declared effective.

AsUpon satisfaction aor ~~complementary~~waiver ~~service~~of the Escrow Release Conditions, (i) an aggregate of $2,100,000 shall be released to the Company by the Subscription Receipt Agent, ~~this~~consisting ~~insurance~~of (y) $1,500,000 for legacy business expenses, working capital, general corporate purposes and (z) $600,000 ~~subsidiary~~for ~~was~~the ~~created~~payment toof ~~easily~~amounts ~~serve~~owed by the ~~needs~~Company, (ii) the balance of the ~~homeowners~~aggregate ~~whose~~Subscription ~~mortgages~~Amount ~~originate~~paid ~~with~~in ~~us.~~cash ~~With~~shall ~~any~~be ~~mortgage~~released directly ~~product~~to the Asset Manager and Advisor (each, as defined below) in ~~Canada~~furtherance of the Treasury Strategy, and (iii) the Subscription anReceipt ~~insurance~~Agent ~~component~~shall isdirect athe ~~requirement~~INJ Escrow Agent (as defined below) to deem that title to the aggregate Subscription Amount paid in the form of INJ, ~~hence~~in addition to any staking rewards or other income earned thereon, be transferred to the ~~diversification~~Company and ~~business~~managed ~~development~~by ~~into~~the ~~insurance~~Asset Manager and the Advisor for the benefit of the Company.

~~Our~~In connection ~~insurance~~with ~~services~~the ~~identified~~Private ~~above~~Placement, ~~will~~the beCompany ~~provided by~~has aappointed ~~third-party~~Canary ~~insurance~~Capital ~~company,~~Group ~~Industrial~~LLC ~~Alliance~~(in such capacity, ~~with~~the ~~whom~~“INJ weEscrow Agent”) ~~are~~to ~~affiliated~~serve as aescrow ~~managing general~~ agent ~~pursuant~~with respect to anproceeds ~~agreement dated~~tendered ~~June~~in ~~24, 2022 (~~the ~~“MGA~~form ~~Agreement”).~~of ~~Pursuant~~INJ, tountil ~~the~~such ~~MGA~~proceeds ~~Agreement,~~are ~~Pineapple~~to ~~Insurance~~be ~~acts~~released pursuant asto anthe ~~agent~~Subscription ~~earning~~Receipt ~~commissions from~~Agreement to the ~~premiums~~Asset ~~charged~~Manager byand the ~~Industrial~~Advisor ~~Alliance.~~upon ~~Either~~satisfaction ~~party~~or ~~may~~waiver ~~terminate~~of the ~~MGA~~Escrow ~~agreement upon 30 days’ written notice~~Release Conditions.

WeTable ~~have set up internal infrastructure for the management and offering~~ of the Company’s insurance services, including by hiring a senior management person, the Vice President, Insurance, to manage the operational affairs of Pineapple Insurance. Our current staff will allocate a portion of their time to the insurance business and, following launch, any additional staff will be added as needed when the business grows. The additional personnel will be mostly be sales commissionable personnel with a retainer. The Company believes the material steps required to grow the Pineapple Insurance business will be as follows: to introduce the services offered by Industrial Alliance to our customers and to serve the Users on our platform, Pineapple+, and to market these services, create a knowledge base for Users to understand and pass on the learning to their customers, and create a support structure for both Users and Users’ customers.Contents

AsThe Subscription weReceipts ~~develop~~were offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or ~~progress~~Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws and in reliance upon the ~~Pineapple~~exemption ~~Insurance~~from the prospectus requirement under applicable Canadian securities ~~business~~laws pursuant to Section 2.4 of Ontario Securities Commission Rule 72-503 – Distributions Outside Canada. The issuance of the Common Shares was not registered under the Securities Act, itand such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The distribution of the Common Shares issuable pursuant to the Subscription Receipts and the Meteora Warrant is ~~anticipated~~exempt ~~that~~from ~~our~~the ~~major~~prospectus ~~expenses~~requirement ~~will~~under applicable beCanadian ~~payroll~~securities laws pursuant to Section 2.1(a) of Ontario Securities Commission Rule 72-503 – Distributions Outside Canada, ~~marketing~~provided that the Company has filed a registration statement under the Securities Act registering such Common Shares in connection with the distribution, and ~~platform~~that ~~development~~such asregistration ~~required~~statement is effective at the time of the distribution.

~~The~~From signing ~~expected~~of ~~timeline~~the toSecurities ~~grow~~Purchase ~~this~~Agreement ~~subsidiary~~until ~~would~~ 60 days after the Escrow Deadline (as may be ~~approximately~~extended 12in toaccordance 36with ~~months~~the ~~depending~~Securities Purchase ~~upon~~Agreement), ~~acceptance~~we byare prohibited from issuing equity or equity-linked securities, effecting any split, recapitalization, share consolidation or similar transaction affecting our ~~Users~~outstanding ~~and~~Common ~~Users’~~Shares, ~~clients~~or offiling ~~the~~any ~~products~~registration ~~and~~statement ~~services~~relating ~~offered~~to our equity byor ~~Industrial~~equity-linked ~~Alliance~~securities, ~~the~~in ~~prices~~each /case ~~premiums~~subject ~~for~~to ~~these~~customary ~~products~~exceptions, ~~and~~including, ~~services~~without limitation, ~~and~~issuances ~~the~~under ~~understanding~~existing ofequity plans ~~the~~or ~~products~~upon ~~because~~conversion/exercise of ~~the~~outstanding ~~many variations~~securities, ~~that~~certain ~~are~~Exempt ~~inherent~~Issuances (as defined in the ~~insurance~~Securities ~~products~~Purchase Agreement) and ~~services~~entrance into an equity line of credit or similar financing instrument for the purpose of raising funds to purchase INJ.

~~In April 2024, Pineapple Insurance brought on an insurance~~Pursuant ~~agent~~to ~~who~~the ~~has~~Securities ~~previously~~Purchase ~~underwritten policies through Industrial Alliance~~Agreement, ~~which~~we ~~required~~have ~~Pineapple~~agreed ~~Insurance~~ to ~~acquire~~take ~~the portfolio associated with that agent’s previous insurance brokerage. This acquisition involved Pineapple Insurance assuming ownership for~~ all ~~financial~~actions ~~compensation~~necessary ~~owed~~ to ~~that~~cause ~~brokerage,~~one ~~including~~additional ~~any~~director ~~residuals~~to ~~payable~~be ~~for~~appointed ~~the~~to our ~~duration~~board of ~~the~~directors ~~underwritten~~immediately ~~policies.~~prior ~~Should the~~to ~~aforementioned~~escrow ~~insurance representative depart from Pineapple Insurance~~release, ~~their~~after ~~new~~consultation ~~firm~~with ~~would~~Injective beFoundation ~~obligated~~regarding tothe ~~compensate Pineapple~~nominee’s ~~Insurance~~crypto ~~for~~industry ~~the~~expertise ~~portfolio at that time. This ensures continuity of coverage~~ and ~~equitable~~subject ~~financial~~to ~~arrangements~~applicable ~~for~~stock ~~all~~exchange ~~parties involved~~requirements.

~~InsurTech~~Prior to the Escrow Deadline, purchasers holding at least 50.1% of the aggregate Subscription Receipts and, for so long as Injective Foundation holds any securities, Injective Foundation, may terminate the Securities Purchase Agreement upon an uncured material breach by the Company, in which case all INJ raised in the Private Placement will be returned to Purchasers who tendered their subscription amount in the form of INJ, an all cash raised in the Private Placement will be returned to Purchasers who tendered their subscription amount in the form of cash.

~~Pineapple+ is a key reason for our success and has~~First ~~the~~Amendment ~~ability~~ to ~~drive~~Securities ~~interested~~Purchase and timely insurance prospects to a replicated module that we have built in order to streamline and manage the customer flow for insurance products. The process is designed to create a unique synchronicity between the client obtaining a mortgage approval and insurance approval.Agreement

~~Combined~~On September 4, 2025, the ~~simplicity~~Company and the Purchasers of at least 50.1% in interest of the ~~two~~Subscription ~~platforms~~Receipts, ~~with~~entered into an amendment to the Securities Purchase Agreement (the “First SPA Amendment”). Pursuant to the First SPA Amendment, the parties agreed to amend the Securities Purchase Agreement in order to (i) provide that the Company shall, subject to the approval of the Compensation Committee of the Board of Directors of the Company, enter into management agreements prior to the Escrow Deadline with certain of its officers ~~connectivity~~on ~~and~~terms ~~integrations~~substantially ~~will~~consistent ~~allow~~with ~~Pineapple~~those ~~Insurance~~set forth in the First SPA Amendment, (ii) provide for payment of an aggregate of $2,177,222 in respect of certain service provider expenses at the time of closing the Private Placement, and (iii) make certain corrections to ~~successfully~~figures ~~process~~and calculations referenced in the closing and ~~approve~~use ~~insurance~~of ~~applications~~proceeds provisions of the Securities Purchase Agreement.

~~We have also created client segmentations and retention~~Second ~~programs~~Amendment to ~~ensure~~Securities ~~that~~Purchase ~~we can maximize our database of over 150,000 potential clients.~~Agreement

~~Specialized~~On November ~~Skill~~3, 2025, the Company and ~~Knowledge~~the Purchasers of at least 50.1% in interest of the Subscription Receipts, entered into an amendment to the Securities Purchase Agreement (the “Second SPA Amendment”). Pursuant to the Second SPA Amendment, the parties agreed to amend the Securities Purchase Agreement solely in order to extend the Escrow Deadline from sixty (60) days after the Closing Date to ninety (90) days after the Closing Date, and to extend the automatic extension to the Escrow Deadline from an aggregate of ninety (90) days after the Closing Date to an aggregate of one hundred twenty (120) days after the Closing Date in the event that the Commission notifies the Company that it will review the Registration Statement.

Our business requires specialized skills and knowledge, which include, but are not limited to, expertise related to mortgage underwriting, mortgage originations, private lending, business development, marketing and business strategy development. Our executive and management team has a strong background and significant experience and expertise in these areas. Our team also possesses specialized skills in data architecture, software development, programming and coding, finance and accounting, automations and process, training and education. Additionally, we currently rely upon, and expect to continue to rely upon, various legal and financial advisors and consultants and others in the operation and management of our business.

~~Growth~~Table ~~Strategy~~of Contents

~~Brokerage~~Third Amendment ~~Services~~to Securities Purchase Agreement

WeOn November ~~aim~~7, 2025, the Company and the Purchasers of at least 50.1% in interest of the Subscription Receipts, entered into a third amendment to ~~gain~~the ~~further~~Securities ~~market~~Purchase ~~share~~Agreement (the “Third SPA Amendment”). Pursuant to the Third SPA Amendment, the parties agreed that (i) the Company shall prepare, and ~~consumer~~shall ~~adoption~~file with the Commission no later than December 5, 2025, the Registration Statement (as defined in the Securities Purchase Agreement), and (ii) cause the Registration Statement to be declared effective by ~~focusing~~the onCommission as soon as possible and not later than the ~~following~~Escrow ~~areas~~Deadline of(as ~~growth:~~defined in the Purchase Agreement, as amended from time to time).

1.Fourth Amendment ~~Increase Agent Revenue from Optimized Analytics: We will continue~~ to ~~analyze~~Securities ~~past~~Purchase borrower data to determine opportunities to beneficially re-service them in the future, potentially creating revenue generating activities and significantly enhancing the borrower experience. 2. Added Product Suite – Insurance: As discussed above, we are establishing an insurance channel that provides borrowers with a full suite of insurance products, which we believe will increase revenue. 3. National Growth: We expect to continue to expand our market share within current jurisdictions and in Saskatchewan by leveraging our network of Users.Agreement

~~Insurance~~On December ~~Products~~3, 2025, the Company and Purchasers holding at least 50.1% in interest of the Subscription Receipts entered into a fourth amendment to the Securities Purchase Agreement (the “Fourth SPA Amendment”). The Fourth SPA Amendment (i) amends the “Escrow Deadline” to 120 days after the Closing Date, with an automatic extension to an aggregate of 150 days if the Commission reviews the Registration Statement, and permits further written extensions approved by holders of 50.1% or more of the Subscription Amounts, including Injective Foundation, acting reasonably, in accordance with the Subscription Receipt Agreement; (ii) provides for the appointment of one additional director nominated by Injective Foundation prior to the Escrow Release Date, subject to Stock Exchange requirements; (iii) requires formation of a Special Advisory Committee of the Board to oversee the Company’s digital asset treasury strategy and the adoption and implementation of the Company’s treasury reserve policy; and (iv) authorizes the Committee to engage strategic advisors identified by Injective Foundation.

InFifth ~~order~~ Amendment to ~~achieve~~Securities ~~our~~Purchase ~~objectives and goals, Pineapple Insurance will focus on four main areas:~~Agreement

1.On ~~Insurance~~December ~~originations:~~5, ~~Our~~2025, ~~files~~the ~~will~~Company beand ~~obtained exclusively through~~ the ~~Pineapple~~Purchasers of ~~Financial~~at ~~referral~~least ~~network~~50.1% ~~This~~in ~~will~~interest beof ~~achieved~~the ~~through~~Subscription ~~technology~~Receipts, ~~integration~~entered ~~where~~into ~~Pineapple Insurance agents are immediately notified of~~ a ~~mortgage~~fifth ~~approval~~amendment ~~which requires an insurance option. Our agents will be highly trained in an effort~~ to ~~service~~ the ~~growth~~Securities ofPurchase ~~our~~Agreement ~~referral~~(the “Fifth ~~network~~SPA Amendment”). ~~Consistency~~Pursuant ~~in service level and approach is key~~ to ~~building~~the ~~our~~Fifth ~~brand.~~SPA ~~2. Emphasizing core values: Servicing our clients~~Amendment, ~~maintaining~~the ~~relationships,~~parties ~~ongoing~~agreed ~~and~~that ~~continued~~(i) ~~support,~~the ~~education~~Company ~~and~~shall ~~training~~prepare, ~~ongoing lines of communication between mortgage agent~~ and ~~insurance~~shall ~~agent~~file ~~and ensuring a smooth and efficient closing process. We expect our agents to conduct themselves~~ with the ~~highest~~Commission ~~level~~no oflater ~~professionalism~~than ~~and~~December ~~carry~~15, ~~out~~2025, the ~~fundamental~~Registration ~~and~~Statement ~~core values of Pineapple Insurance at all times. 3. Employing and managing insurance agents: We will follow and adhere to strict training and oversight policies~~ (as ~~set~~defined ~~out~~ in ~~our~~the ~~training~~Securities ~~manuals~~Purchase Agreement), ~~working~~and in(ii) ~~conjunction~~cause ~~with~~the ~~Industrial~~Registration ~~Alliance,~~Statement to ~~ensure that we are consistently employing top performing insurance agents that will~~ be ~~able~~declared toeffective ~~meet~~by the ~~growth~~Commission ~~and~~as ~~scale~~soon ofas ~~the~~possible ~~needs of the Company. 4. Technologies~~ and ~~relationship~~not ~~management~~later ~~tools:~~than the WeEscrow ~~have~~Deadline ~~replicated~~(as ~~and~~defined ~~customized~~in ~~our~~the ~~robust~~Purchase ~~Pineapple+~~Agreement, ~~system~~as ~~for~~amended ~~data~~from ~~transfer~~time ~~and~~to ~~client management~~time). ~~This is broken into the following areas:~~

~~(a)~~Registration Rights Operational Excellence: notifying insurance agents at the optimal time to increase conversion metrics and customer satisfaction. Integration of client data so the process is convenient for all involved parties. Visibility of status and automations of workflow and requirements; (b) Client Relationship Management (CRM): Advancing client relationships towards application indication, application completion and client retention; and (c) Acquisition: marketing funnels to leverage the overall database and identity opportunities from older missed opportunities.Agreement

In connection with entering into the Securities Purchase Agreement, on September 2, 2025, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Commission, within five (5) business days of receiving Stockholder Approval, registering the resale of the Common Shares issuable upon the exchange of the Subscription Receipts, and the Meteora Warrant Shares. Pursuant to the terms of the Registration Rights Agreement, the Company must keep the Registration Statement continuously effective for resale under Rule 415 until the earlier of (i) the date on which all registrable securities are sold and (ii) the date on which the registrable securities may be resold without registration, without regard to any volume or manner-of-sale limitations and without current public information under Rule 144.

First Amendment to the Registration Rights Agreement

On November 7, 2025, the Company and the holders of a majority of the then outstanding Registrable Securities, entered into a first amendment to the Registration Rights Agreement (the “First RRA Amendment”). Pursuant to the First RRA Amendment, the parties agreed that (i) the Company shall prepare, and shall file with the Commission no later than December 5, 2025, the Registration Statement (as defined in the Securities Purchase Agreement), and (ii) cause the Registration Statement to be declared effective by the Commission as soon as possible and not later than the Escrow Deadline (as defined in the Purchase Agreement, as amended from time to time).

Second Amendment to the Registration Rights Agreement

On December 5, 2025, the Company and the holders of a majority of the then outstanding Registrable Securities, entered into a second amendment to the Registration Rights Agreement (the “Second RRA Amendment”). Pursuant to the Second RRA Amendment, the parties agreed that (i) the Company shall prepare, and shall file with the Commission no later than December 15, 2025, the Registration Statement (as defined in the Securities Purchase Agreement), and (ii) cause the Registration Statement to be declared effective by the Commission as soon as possible and not later than the Escrow Deadline (as defined in the Purchase Agreement, as amended from time to time).

Asset Management Agreement

Pursuant to the Securities Purchase Agreement, on September 4, 2025, the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Canary Capital Group LLC (the “Asset Manager”). Under the Asset Management Agreement, the Asset Manager has been appointed to provide certain asset management services with respect to cryptocurrency assets acquired by the Company in connection with the Private Placement (the “Account Assets”) maintained with one or more custodians or cryptocurrency wallet providers acceptable to the Asset Manager. Such asset management services will commence when the Subscription Receipt Agent has (i) notified the INJ Escrow Agent that all Escrow Release Conditions have been satisfied or waived and (ii) has instructed the INJ Escrow Agent to deem that title to the INJ proceeds of the Private Placement be transferred to the Company, with 30% of such assets to be managed by the Asset Manager and 70% of the assets to be managed by the Advisor as a sub-advisor under the Asset Management Agreement.

As consideration for the Asset Manager’s services, the Company will pay an asset-based fee equal to 1% per annum of the Account Assets, which shall be calculated and paid at the end of each quarter, as determined by the Asset Manager in a commercially reasonable manner based on available prices on Coinmarketcap.com. The Company may make no more than one withdrawal from the Account Assets per calendar quarter, and each such withdrawal shall not exceed $10,000 in value of INJ during the first year. Thereafter, more frequent withdrawals of more than $10,000 can be made for legitimate business purposes if such withdrawal is pre-approved by the independent members of the Board, provided that the Company cannot make a withdrawal of more than 50.1% of the Account Assets without the prior approval of a majority of the shareholders of the Company. The Asset Management Agreement continues in effect until terminated for cause by the Company upon thirty (30) days’ prior written notice or terminated for cause by the Asset Manager upon thirty (60) days’ prior written notice. The Asset Management Agreement contains customary representations, indemnification provisions, confidentiality obligations, and a non-exclusivity clause. The Asset Management Agreement limits the liability of the Asset Manager to the Company for losses arising under the agreement to cases of willful misconduct, gross negligence, fraud or material breach of contract.

~~Markets~~Table ~~for~~of ~~our Services~~Contents

~~Brokerage~~Trading Advisory ~~Services~~Agreement

On September 4, 2025, the Company entered into a Trading Advisory Agreement (the “Trading Advisory Agreement”) with Monarq Asset Management LLC (the “Advisor”). Under the Trading Advisory Agreement, the Company appoints the Advisor to manage the investment of all digital assets, digital asset derivatives, cash and other assets contained in the Account (as defined in the Trading Advisory Agreement) established by the Company with Bitgo Trust Company, Inc. The ~~clients~~Trading Advisory Agreement continues in effect until the earlier of: (i) termination by either party for ~~our~~upon ~~Brokerage~~the ~~Services~~occurrence ~~include~~of ~~mortgage~~a material breach that is not cured within fifteen days of ~~agents~~notice from the non-breaching party, ~~brokers~~or (ii) the third anniversary of the Trading Advisory Agreement, ~~sub~~provided that the Trading Advisory Agreement will be automatically renewed for successive one-~~brokers,~~year ~~brokerages~~periods unless either party provides written notice of its intention not to renew at least thirty days prior to the expiration of such term. The Company may make no more than one withdrawal from the Account Assets per calendar quarter, and ~~consumers~~each such withdrawal shall not exceed $10,000 in value of INJ during the first year. ~~Our~~Thereafter, ~~customer~~more frequent ~~activity~~withdrawals of more than $10,000 can be made for legitimate business purposes if such withdrawal is ~~intrinsically~~pre-approved ~~linked~~by tothe independent members of the ~~health~~Board, provided that the Company cannot make a withdrawal of more than 50.1% of the ~~real~~Account ~~estate~~Assets without the prior approval ~~and~~of ~~commercial~~a ~~markets,~~majority ~~particularly~~of inthe ~~Canada~~shareholders of the Company.

InThe services ~~2024,~~of the ~~Canadian~~Advisor ~~mortgage~~under ~~landscape~~the ~~experienced~~Trading Advisory Agreement will commence when the Subscription Receipt Agent has (i) notified the INJ ~~significant~~Escrow ~~shifts~~Agent ~~amid~~that ~~global~~all ~~inflationary~~Escrow ~~pressures~~Release ~~and~~Conditions ~~monetary~~have ~~policy~~been ~~adjustments.~~satisfied ~~The~~or ~~Bank~~waived ofand ~~Canada~~(ii) ~~initiated~~has ainstructed ~~series~~the ofINJ ~~rate~~Escrow ~~cuts,~~Agent to deem that ~~reducing~~title to the ~~overnight~~INJ ~~rate~~proceeds byof ~~175~~the ~~basis~~Private ~~points~~Placement tobe ~~3.25%~~transferred byto ~~year-end~~the Company, ~~providing~~with ~~relief~~such assets to ~~borrowers~~be ~~and~~managed ~~stimulating~~by ~~renewed~~the ~~interest~~Asset inManager ~~homeownership~~and the Advisor.1

~~Residential~~As consideration ~~mortgage~~for ~~debt~~the ~~saw~~Advisor’s services, the Company will pay to the Advisor a 3quarterly management fee equal to 0.525% ~~year-over-year~~(a 1.0% ~~increase~~annual rate) of the Account Equity (as defined in ~~July~~the ~~2024,~~Trading ~~reaching~~Advisory ~~$2.2~~Agreement) ~~trillion.~~as ~~This~~of ~~growth,~~the ~~though~~beginning ~~modest~~of ~~due~~each calendar quarter regardless of whether there are realized or unrealized profits with respect to ~~prior~~the ~~high~~account. ~~borrowing~~The ~~costs~~Trading Advisory Agreement includes customary representations and warranties and confidentiality provisions, isas ~~expected~~and provides for indemnification of the Advisor by the Company subject to ~~accelerate~~exclusions asfor ~~interest~~bad ~~rates~~faith, ~~decline~~gross ~~and~~negligence ~~economic~~or ~~conditions~~willful ~~improve~~misconduct by the Advisor.2

~~The housing market demonstrated resilience, with the national average home price rising to $694,411 in November 2024, a 7.4% year~~Lock-~~over-year increase. This upward trend reflects sustained~~up ~~demand, bolstered by population growth and improved affordability.3~~Agreement

~~Looking~~Pursuant to ~~ahead~~the Securities Purchase Agreement, the ~~Bank~~Company entered into that certain Lock-up Agreement, dated as of ~~Canada~~September ~~projects~~4, ~~economic~~2025 (the “Lock-up ~~growth~~Agreement”) towith ~~average~~certain 1purchasers participating in the Private Placement.8% Under the Lock-up Agreement, such purchasers have agreed not to offer, sell, pledge or otherwise dispose of any Common Shares or securities convertible, exercisable or exchangeable into Common Shares, of the Company for a period of twelve (12) months following the Effective Date (as defined in ~~2025~~the ~~and~~Securities ~~2026~~Purchase Agreement), ~~supported~~provided that, if at any time following the Effective Date, the closing sale price of the Common Shares equals or exceeds (i) $7.588, (ii) $11.382, (iii) $15.176, or (iv) $18.970, then in each case 25% of the securities held by ~~robust~~such ~~household~~purchasers ~~spending~~shall be immediately and ~~favorable~~irrevocably ~~monetary~~released ~~policy~~from the restrictions set forth in the Lock-up Agreement. ~~This~~The ~~positive~~Lock-up ~~outlook~~Agreement ~~suggests~~includes customary exceptions apermitting ~~stable~~certain ~~environment~~transfers, including, without limitation, transfers to affiliates, to family members or for estate-planning purposes or pursuant to a bona fide third-party tender offer, merger or similar transaction, in each case conditioned on the ~~mortgage~~transferee ~~and~~agreeing to ~~real~~be ~~estate~~bound ~~sectors~~by the lock-up.4

~~While challenges such as housing affordability persist,~~Side ~~our~~Letter ~~diversified revenue channels position us to navigate these dynamics effectively, ensuring resilience and sustained growth in a fluctuating market.~~Agreement

~~Insurance~~Pursuant to ~~Products~~the Securities Purchase Agreement, the Company entered into that certain letter agreement, dated as of September 4, 2025 (the “Side Letter”), with the Placement Agent and Injective Foundation. The Side Letter provides that, prior to the Escrow Release Notice (as defined in the Securities Purchase Agreement) being sent to the Subscription Receipt Agent, on the day when all of the Escrow Release Conditions (other than the requirement to deliver the Escrow Release Notice) have been waived or satisfied, the Company and the Placement Agent shall provide the Injective Foundation with notice, that in their reasonable determination, the Escrow Release Conditions have been met, including supporting documentation of such determination (such notice, the “Pre-release Notice”). Injective Foundation shall be entitled to review the Pre-release Notice and provide any comments within 24 hours of the receipt thereof, which comments shall be reasonably considered by the Company and the Placement Agent prior to the delivery of the Escrow Release Notice to the Subscription Receipt Agent.

The insurance market for Pineapple Insurance is focused on growth in the Canadian mortgage landscape as well as market share growth for Pineapple Financial. The below is a summary of our offerings:

● Real estate investors: We are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor has multiple properties. ● Residential Home purchase: With Canadian housing prices hitting all-time highs, we will help clients provide insurance to fill the gap between their current coverage and the mortgage amount.

●Table Refinance: We can help clients reduce existing coverage or apply/consolidate if they require additional coverage. ● Reverse Mortgage: These clients can use the income from a reverse mortgage to help plan their final expenses through insurance as well as enrich their retirement years. ● Switch: This refers to transferring to another lender at renewal. The insurance we offer is not tied to the lender directly and can assist clients in locking in their rates long term when they can still qualify for insurance. ● Renovation and construction: Clients will be able to access their cash values in their permanent insurance policies to help fund their renovations and construction projects. If additional financing is required, we can provide the added insurance coverage needed. ● Self-Employed: As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that can suit their needs since they generally do not have a company benefits plan. Income protection will also be a key component of our business here. ● Commercial Mortgages: We can provide the proper insurance to clients for the right amount of coverage and timeline for one or multiple investors. Coverages can go up to $20 million. ● Private Lending: Customized insurance can be provided to private lenders who may have a different set of circumstances in terms of investment type and timeline horizon. ● High Risk Health & Uninsurable: We can offer guaranteed issue insurance to clients who may have declining health or were previously declined for insurance in the past.Contents

~~Pineapple~~Common Stock ~~Financial~~Purchase ~~Inc. and Mortgage Market Dependency~~Agreement

AsOn September of4, ~~November 2024~~2025, ~~Canada’s~~the ~~mortgage~~Company ~~market continues~~entered tointo ~~demonstrate~~a ~~resilience~~Common ~~despite~~Stock ~~ongoing~~Purchase ~~challenges.~~Agreement ~~According~~(the to“ELOC ~~the~~Purchase ~~Bank~~Agreement”) ofwith White ~~Canada~~Lion Capital, ~~the~~LLC ~~total~~(“White ~~residential~~Lion”), ~~mortgage~~whereby ~~market is~~the ~~valued~~Company athas ~~over~~the ~~$1.6 trillion~~right, ~~driven~~but bynot ~~population~~the ~~growth~~obligation, ~~increasing~~to ~~borrower~~sell ~~demand~~to White Lion, and ~~evolving~~White ~~consumer~~Lion ~~sentiment.~~is ~~This~~obligated ~~figure excludes~~to ~~mortgages~~purchase, ~~held~~up byto ~~provincially~~an ~~regulated~~aggregate ~~entities~~of ~~such~~$250,000,000 as(the ~~credit~~“Commitment ~~unions~~Amount”) ~~and mortgage investment corporations~~Common Shares.

~~Mortgage~~The Company ~~lenders~~does ~~offer~~not have a ~~broad~~right ~~range~~to commence any sales of ~~products,~~Common Shares to White Lion under the ELOC Purchase Agreement until all conditions ~~including~~to ~~fixed~~the ~~and~~Company’s ~~variable~~right ~~rates~~to commence sales, ~~varying~~as ~~terms~~set forth in the ELOC Purchase Agreement, ~~and~~have ~~flexible~~been ~~amortization~~satisfied, ~~periods.~~including ~~Recent~~that ~~interest~~a ~~rate~~registration statement ~~cuts~~covering the resale of such shares is declared effective by the ~~Bank~~Commission. ofNo ~~Canada~~such registration statement has been filed and, as a result, the Company does not have ~~rejuvenated~~right to commence the ~~market~~sale of Common Shares to White Lion. During the twenty four (24) months following the effective date of the ELOC Purchase Agreement, ~~improving~~we ~~affordability~~are ~~for~~prohibited ~~new~~from ~~buyers~~entering ~~and~~into ~~creating~~any ~~opportunities~~other ~~for~~“equity ~~existing~~line” or ~~homeowners~~substantially similar facility in which an investor is obligated to ~~refinance~~purchase ~~or renew~~our securities over time at ~~more~~prices ~~favorable~~based ~~terms.~~on ~~The~~the ~~practice~~then-current market ofprice ~~negotiating~~without ~~discounted~~White ~~rates~~Lion’s ~~remains~~prior ~~prevalent~~written consent, ~~highlighting~~except for at-the-market ~~importance~~offerings ofthrough ~~mortgage~~a registered broker-dealer ~~brokers~~and inissuances ~~securing~~upon ~~competitive~~conversion ~~deals~~or ~~for~~exercise ~~clients~~of existing derivative securities.

~~Mortgage~~The ELOC ~~brokers~~Purchase ~~are~~Agreement ~~critical~~contemplates ~~intermediaries,~~that ~~leveraging their~~the ~~volume~~purchase price for Common Shares sold to White Lion will be market-based ~~bargaining~~and ~~power~~determined by the type of Purchase Notice (as defined in the ELOC Purchase Agreement) issued: under rapid purchase notices the price will be tied to ~~erode~~the ~~lender~~lowest traded market price ~~discrimination~~at ~~and~~specified ~~secure~~times ~~advantageous~~(with ~~rates.~~one ~~These~~rapid ~~professionals~~option ~~are~~effectively ~~provincially regulated~~at market and ~~must~~the ~~meet~~other ~~stringent~~at ~~licensing~~a 1% discount), and under ~~training~~regular ~~requirements.~~purchase ~~While~~notices the ~~barriers~~price towill ~~entry~~be ~~remain~~a ~~relatively~~discounted ~~low,~~percentage ~~successful~~of ~~brokers~~the lowest daily volume-weighted average price during the ~~rely~~valuation period (approximately a 2.5%–3% discount based on ~~experience,~~the ~~negotiating~~Company’s ~~skills,~~cumulative ~~and~~investment ~~technological~~level ~~support~~as toset ~~thrive~~forth in anthe ELOC ~~increasingly~~Purchase ~~competitive market~~Agreement).

If trading in our Common Shares is suspended, halted, or our shares are delisted during an active Purchase Notice under the ELOC Purchase Agreement, White Lion will purchase the Common Shares subject to that notice at a price of $0.01 per share.

The ELOC Purchase Agreement prohibits the Company from directing White Lion to purchase any Common Shares if those shares, when aggregated with all other Common Shares then beneficially owned by White Lion (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended), would result in White Lion beneficially owning more than 4.99% of the outstanding Common Shares (the “Beneficial Ownership Limitation”), which may be increased to 9.99% at White Lion’s discretion upon 61 days’ prior written notice.

In consideration for White Lion’s execution and delivery of, and agreement to perform under the ELOC Purchase Agreement, the Company sent to White Lion a number of Injective Tokens (INJ) equal to $1,500,000 divided by the lowest trade price of the token seen on Coinbase three (3) hours prior to delivery of the token (the “Commitment Fee”).

Concurrently with the ELOC Purchase Agreement, the Company and White Lion entered into the Registration Rights Agreement.

~~Key~~Table ~~trends~~of ~~currently influencing the market include:~~Contents

●ISDA Master ~~Renewals~~Agreement Surge: Over 30% of Canadian mortgages are expected to renew within the next 12 months, a significant driver of market activity. ● Housing Shortages: A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand consistently outstripping available inventory. ● Government Policies: Recent adjustments, such as the introduction of a 30-year amortization period for insured mortgages and ~~incentives~~Credit for affordable housing, have bolstered consumer confidence and created new opportunities. ● Consumer Sentiment: Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite affordability challenges. ● Technology Adoption: Platforms like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers with data-driven tools to enhance efficiency and client satisfaction.Agreement

~~Industry~~In connection ~~Growth~~with the Treasury Strategy, on September 30, 2025, the Company entered into an International Swaps and Derivatives Association 2002 ISDA Master Agreement (the “ISDA Master Agreement”) with FalconX Bravo, Inc. (“FalconX”) facilitating the Company to enter into derivative and/or hedging transactions (the “Transaction”) to manage the risk associated with its INJ Treasury Strategy. The derivative and hedging Transactions will be governed by the ISDA Master Agreement, including the related Schedule to the ISDA Master Agreement (“Schedule”). The structure of the Transactions may include swaps, caps, floors, collars, locks, forwards and options.

~~Our~~Certain events ~~growth~~of ~~strategy~~default ~~focuses~~will onapply ~~organic~~to ~~expansion~~the Transactions under the ISDA Master Agreement and Schedule, including, but not limited to, failure ~~targeting~~to ~~increased~~pay ~~market~~or ~~share~~deliver, ~~through:~~breach of the agreement, credit support default, cross-defaults and misrepresentation.

1.Also, in ~~Recruitment:~~connection Wewith ~~have~~the ~~successfully~~ISDA ~~recruited~~Master aAgreement, ~~significant~~on ~~number~~September of30, ~~Field Agents and Users~~2025, ~~driving~~the aCompany ~~growth~~entered ~~rate higher than many competitors. By leveraging detailed insights~~ into ~~competitive~~a ~~models,~~Credit weSupport ~~have~~Annex ~~tailored our value proposition~~ to ~~attract~~the ~~and~~ISDA ~~retain top talent. 2. Technological Integration: Our proprietary platform~~Master Agreement, ~~Pineapple+~~which ,sets ~~empowers~~forth ~~brokers~~the ~~with~~terms ~~tools to increase sales volume, productivity,~~ and ~~efficiency.~~conditions ~~This~~upon ~~system~~which ~~also supports~~ the ~~seamless~~Company ~~integration~~will ofbe ~~complementary~~required ~~services,~~to ~~such~~deliver ~~as insurance products, creating~~ additional ~~revenue~~collateral ~~streams~~to FalconX (and ~~enhancing~~FalconX ~~the~~will ~~overall~~be ~~client~~required ~~experience.~~to 3.return ~~Policy~~collateral ~~Alignment:~~to Bythe ~~aligning~~Company) ~~our~~depending ~~offerings~~upon ~~with~~the ~~government~~mark ~~initiatives~~ to ~~support housing affordability and address shortages, we have positioned ourselves as a key player in addressing critical~~ market ~~needs.~~exposure 4.under ~~Focus~~the onISDA ~~Renewals~~Master Agreement and ~~Refinances:~~the ~~With~~value ~~a large portion~~ of the ~~mortgage market up for renewal in the next year, we have tailored solutions to help brokers optimize their client retention and capitalize on refinancing opportunities~~collateral.

~~Our~~Voltedge ~~strategy~~Master isLoan ~~underpinned by a commitment to delivering superior value, leveraging data~~ and ~~insights~~Security ~~to support broker success, and maintaining flexibility to adapt to evolving market conditions. This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.~~Agreement

On September 15, 2025, the Company executed a Master Loan and Security Agreement with Voltedge Finance Inc., providing for a revolving credit facility of up to US $15.0 million. As of November 2025, US $11.4 million had been drawn under the facility and invested in INJ tokens as part of the Company’s digital-asset treasury strategy. The facility is secured by a corporate guarantee from Coopers Financial Group and pledges over certain digital-asset holdings. The Maturity Date of the Loan is the Escrow Release Date, as defined in the Subscription Receipt Agreement. The value of the collateral shall equal the INJ amount equal to USD 1,500,000 valued consistent with valuation provisions in the executed term sheet dated September 1, 2025 between the Company and White Lion Capital, LLC.

Consulting Agreement with Meteora Strategic Capital, LLC

As previously disclosed, the Company issued the Meteora Warrant to the Consultant, pursuant to the Consulting Agreement, as compensation in connection with the closing of the Private Placement, equal to 4.0% of the total Common Shares outstanding on a pro forma basis after giving effect to the transactions contemplated by the Securities Purchase Agreement, exercisable into 1,039,346 Common Shares. The Meteora Warrant has a term of five (5) years, from the effective date of the registration statement registering the Meteora Warrant Shares, and is exercisable for the purchase of 1,039,346 Common Shares at an exercise price payable in cash of $3.80 per Common Share.

Digital Asset Treasury Strategy

We established the Treasury Strategy as a component of our corporate treasury and strategic partnership program. The Treasury Strategy permits the Company, subject to internal policies, board oversight and applicable law, to hold a capped allocation of liquid digital assets, primarily consisting of INJ tokens, to diversify our balance sheet, participate in cryptocurrency staking rewards, support research and development, and pursue potential ecosystem partnerships and future integrations with our mortgage technology stack. The Treasury Strategy will be managed by third party providers and overseen by a committee of the Board. The Treasury Strategy is subject to strict custody, risk, accounting and compliance policies, including segregation of assets, volatility limits, impairment monitoring and disclosure controls.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our Common Shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.

Corporate Information

WeThe Company ~~are~~was ~~a Canadian company,~~ incorporated under the ~~federal~~ ~~laws~~Business ofCorporations ~~Canada,~~Act ~~and~~(Ontario) ~~our~~on ~~principal~~October ~~executive~~16, ~~offices~~2015, ~~are~~under ~~located~~the atname ~~Unit~~“2487269 ~~200,~~Ontario Limited” ~~111~~(doing ~~Gordon~~business ~~Baker~~under ~~Road,~~the ~~North~~name ~~York,~~of ~~Ontario~~Capital ~~M2H~~Lending ~~3R1~~Centre). ~~Our~~ ~~registered~~On ~~and~~June ~~records~~16, ~~office~~2021, isthe ~~located~~Company atchanged 67its ~~Mowat~~name ~~Avenue,~~to ~~Suite~~“Pineapple Financial ~~122~~Inc.” and on February 14, ~~Toronto~~2023, ~~Ontario~~the ~~M6K~~Company ~~3E3.~~continued ~~Our~~out ~~phone~~of ~~number~~the isjurisdiction ~~(416)~~of ~~669-2046, and~~Ontario ~~our~~under ~~corporate~~the ~~website~~Business isCorporations Act ~~https://gopineapple.com.~~(Ontario) ~~The~~and ~~information~~into onthe ~~our~~federal ~~website~~jurisdiction isof ~~not~~Canada ~~incorporated~~under bythe ~~reference~~Canada ~~into~~Business ~~this~~Corporations ~~prospectus~~Act.

~~Going~~Our executive ~~Concern~~office is located at Unit 200, 111 Gordon Baker Road, North York, Ontario M2H 3R1. Our registered and records office is located at 67 Mowat Avenue, Suite 122, Toronto, Ontario M6K 3E3. Our telephone number is (416) 669-2046 and our principal website address is located at www. gopineapple.com. The information on our website is not incorporated by reference in and is not deemed a part of this prospectus.

As of November 30, 2024, management has determined there is substantial doubt about our ability to continue as a going concern. For details on this determination, see Note 1 to our unaudited condensed consolidated financial statements as of and for the period ended November 30, 2024 set forth in this prospectus on page F-1.

If we are unable to realize our assets within the normal operating cycle of a twelve (12) month period, we may have to consider supplementing our available sources of funds through the following sources:

● financial support from our related parties and shareholders; ● other available sources of financing from banks and other financial institutions; and ● equity financing through capital market.

We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on us and would materially adversely affect our ability to continue as a going concern.

~~Recent~~Table ~~Developments~~of Contents

~~On May 10, 2024, the Company entered into an equity~~THE purchase agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation organized under the laws of England and Wales (the “Selling Shareholder”) pursuant to which the Company shall issue and sell to the Selling Shareholder, from time to time as provided herein, and the Selling Shareholder shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA to the Selling Shareholder (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA. The Company shall have the right, but not the obligation, to direct the Selling Shareholder, by its delivery to the Selling Shareholder of a put notice from time to time, to purchase the EPA Shares (i) in a minimum amount not less than $10,000.00 and (ii) in a maximum amount up to the lesser of (a) $1,000,000 or (b) 150% of the average trading volume of the Company’s common shares on the NYSE American during the five (5) Trading Days immediately preceding the respective put notice date multiplied by the lowest daily volume weighted average price of the Company’s common shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date. The Company’s right to issue a put notice for the EPA Shares is subject to general terms and conditions as stipulated under the EPA, including there being an effective registration statement covering the EPA Shares.OFFERING

~~Pursuant to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder.~~ The ~~price at which we may issue and sell shares will be 95% of the lowest daily volume~~ ~~weighted~~following ~~average~~summary ~~price~~ of the ~~Company’s~~offering ~~Common~~contains ~~Shares~~basic oninformation ~~the~~about ~~NYSE American during~~ the ~~five~~offering (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable source designated by the Selling Shareholder (the “Market Price”). Assuming that (a) we issue and ~~sell~~our ~~the~~securities ~~full $15 million of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations,~~ and ~~(c) purchase price for such sales~~ is ~~$0.40~~not orintended ~~$0.50~~to ~~per~~be ~~share, such additional~~complete. ~~issuances~~It ~~would~~does ~~represent~~not incontain ~~the~~all ~~aggregate approximately 37,500,000 or 30,000,000 additional Common Shares, respectively, or approximately 81% or 77% of~~ the ~~total~~information ~~number~~that ofmay ~~Common~~be ~~Shares~~important ~~outstanding as of the date hereof, after giving effect~~ to ~~such issuance~~you. IfFor ~~the~~a ~~beneficial ownership~~more ~~limitation~~complete isunderstanding ~~not~~of ~~waived,~~our ~~we may issue approximately 269~~securities,~~480~~ ~~Common~~please ~~Shares,~~refer to ~~or approximately 19.99% of~~ the ~~total~~section ~~number~~titled of“Description ~~Common Shares outstanding as~~ of ~~the date hereof~~Securities.”

The Market Price of our Common Shares on December 13, 2024, was $0.45. Assuming this is the Market Price used as a basis for the calculations for the put notice under the EPA, the price per share for sales to the Selling Shareholder would be $0.43 (95% of the Market Price), and we would be able to sell 269,480 shares to the Selling Shareholder (with beneficial ownership limit), and receive gross proceeds of $115,876 such number of shares would comprise approximately 19.99% of our issued and outstanding Common Shares, which would result in additional dilution of our shareholders.

Common Shares offered by the Selling Stockholders		25,682,046 Common Shares.

Common Shares outstanding as of December 12, 2025		1,345,941 Common Shares.

Use of proceeds		We will not receive any proceeds from the sale or other disposition of the Common Shares covered hereby by the Selling Stockholders.

Risk Factors		Investing in our Common Shares involves a high degree of risk. Before making an investment decision, you should review the information contained under the heading “Risk Factors” in our most recent Annual Report on Form 10-K as such risk factors may be updated in our subsequent reports filed with the SEC, , and as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our Common Shares.

NYSE American Symbol		PAPL

In relation to the EPA Shares the Company has entered into a registration rights agreement dated May 10, 2024 (the “RRA”) with the Selling Shareholder, requiring the Company to register the EPA Shares issued under the EPA. Pursuant to the RRA, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the registration of the EPA Shares.

Concurrently, on May 10, 2024, the Company entered into a securities purchase agreement (the “SPA” and together with the EPA and the RRA as the “Agreements”) with the Selling Shareholder, pursuant to which the Company has agreed to sell to the Selling Shareholder a convertible promissory note (the “Note”) in the aggregate principal amount of $300,000, with an 8% per annum interest rate and a maturity date of twenty four (24) months from the date of the issuance. The Note is convertible into the Company’s common shares, no par value, subject to the terms and conditions therein, and a conversion price of equal 75% of the VWAP on the trading day immediately preceding the respective conversion date, subject to adjustment as provided in the Note. The issuance of the Note is subject to general terms and conditions as stipulated under the SPA, including the requirement of getting shareholder approval for any issuance of common shares beyond the beneficial ownership limit of 19.99%.

AsTable ~~an incentive to buy the Note, the Company had agreed to issue warrants to purchase 1,000,000 common shares (the “2024 Warrants”), with an exercise price~~ of ~~$5 per share and term of nine (9) months from the date of issuance.~~Contents

~~As per terms of the agreement, issuer of convertible~~RISK ~~debt exercise their right and the total principal portion $300,000 plus the interest accrued thoron $4,437 was converted into common shares by issuing 501,874 common shares.~~FACTORS

~~The equity line of credit has had no immediate impact~~Risks onRelated ~~our business. However, it positions us~~ to ~~draw capital for growth initiatives as our share price increases, enhancing our ability to fund strategic investments and operational expansions. No assurances can be given that~~ the ~~stock price will increase.~~Company

~~Conditions~~We intend ~~Precedent~~to use the net proceeds from the Private Placement to purchase digital assets, including INJ, the ~~Right~~price of ~~the~~which ~~Company~~has been, and will likely continue to ~~Deliver~~be, ahighly ~~Put~~volatile. ~~Notice~~Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.

~~Selling~~We intend ~~Shareholders’~~to ~~obligation~~use tothe ~~accept~~net ~~Put Notices~~proceeds ~~that~~from ~~are~~the ~~timely~~Private ~~delivered~~Placement byto uspurchase ~~under~~or ~~the~~otherwise ~~EPA~~acquire INJ and tofor ~~purchase~~the establishment of our ~~Common~~digital asset ~~Shares~~treasury ~~under~~operations. ~~the~~Digital ~~EPA~~assets, such as INJ, generally are ~~subject~~highly volatile assets, including as a result of shifts in market sentiment, speculative trading, macroeconomic trends, technology-related disruptions and regulatory announcements. In addition, digital assets do not pay interest or other returns, unless utilized in staking or financial applications, and so the ability to ~~satisfaction~~generate a return ofon investment from the ~~conditions~~net ~~precedent~~proceeds ~~thereto~~of ~~set~~any ~~forth~~capital raisings will principally depend on whether there is appreciation in the ~~EPA,~~value ~~all~~ of digital ~~which~~assets ~~are~~following ~~entirely~~our ~~outside~~purchases of ~~Selling~~digital ~~Shareholders’~~assets ~~control,~~with ~~which~~the net proceeds from such capital raisings. Future fluctuations in digital ~~conditions~~asset ~~include~~trading ~~the~~prices ~~following:~~may result in our converting digital assets into cash with a value substantially below what we paid for such digital assets.

●We have ~~the~~adopted ~~accuracy~~a indigital ~~all~~asset ~~material~~treasury ~~respects~~strategy ofwith ~~the~~a ~~representations~~focus ~~and~~on ~~warranties~~INJ, of the Company included in the EPA as of the Put Date; ● the Company having paid the cash commitment fee or issued the Commitment Shares to an account designated by Selling Shareholder; ● the registration statement that includes this prospectus (and ~~any~~we ~~one or more additional registration statements filed with the SEC that include Common Shares that~~ may be ~~issued~~unable ~~and sold by the Company~~ to ~~Selling~~successfully ~~Shareholder~~implement ~~under the EPA) having been declared effective under the Securities Act by the SEC, and Selling Shareholder being able to utilize~~ this ~~prospectus~~new (and the prospectus included in any one or more additional registration statements filed with the SEC under the RRA) to resell all of the Common Shares included in this prospectus (and included in any such additional prospectuses); ● the Company obtaining all permits and qualifications required by any applicable state for the offer and sale of all Common Shares issuable pursuant to such Put Notice, or will have the availability of exemptions therefrom; ● the Board of Directors approving the transactions contemplated by the EPA and RRA, which approval will remain in full force;strategy.

We have adopted a digital asset treasury primarily dedicated to INJ and potential acquisitions INJ, including through staking and other decentralized finance activities. There is no assurance that we will be able to successfully implement this new strategy or operate Injective-related activities at the scale or profitability currently anticipated. This strategic shift requires specialized employee skillsets and operational, technical and compliance infrastructure to support INJ and related staking activities. This also requires that we implement different security protocols and treasury management practices. Further, there is ongoing scrutiny and limited formal guidance from regulatory agencies, including NYSE American and the SEC, with respect to the treatment of public company cryptocurrency strategies. There is no assurance that we will be able to execute this Treasury Strategy by building out the needed infrastructure within the timeframe that we currently anticipate. Errors by key management could result in significant loss of funds and reduced rewards. As a result, our shift towards INJ could have a material adverse effect on our business and financial condition.

Our Common Shares may trade at a discount to our net asset value, and investors could experience losses unrelated to the performance of our underlying digital asset holdings.

The market price of our Common Shares may not reflect, and at times may trade materially below, our net asset value (“NAV”) per share. A variety of factors may cause the trading price of our Common Shares to deviate from our NAV, including overall market conditions, investor sentiment toward digital assets or our business model, the liquidity and volatility of the specific digital assets we hold, the availability and cost of capital to market participants, the level of short interest in our Common Shares, actual or perceived governance or operational risks, and the absence of any redemption or exchange feature that would allow shareholders to realize NAV directly. As a result, the market price of our Common Shares may be influenced by factors other than the value of our underlying assets alone and there can be no assurance that our Common Shares will trade at or near NAV.

If our Common Shares trade at a discount to NAV, investors who sell shares may receive less than the value of our underlying assets per share, and the discount could impair our ability to raise capital on favorable terms. We may from time to time consider capital markets transactions, financing arrangements or other corporate actions intended to address any discount, but we are under no obligation to take such actions and any such actions, if implemented, may be limited in scope or effectiveness.

●Table ~~there will not have occurred any event and there will not exist any condition or state~~ of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the RRA, in the light of the circumstances under which they were made) not misleading; ● the Company performing, satisfying and complying in all material respects with all covenants, agreements and conditions required by the EPA; ● the absence of any statute, regulation, order, decree, writ, ruling or injunction by any court or governmental authority of competent jurisdiction which prohibits the consummation of or that would materially modify or delay any of the transactions contemplated by the EPA or the RRA; ● trading in the Common Shares will not have been suspended by the SEC, Nasdaq or FINRA, the Company will not have received any final and non-appealable notice that the listing or quotation of the Common Shares on Nasdaq will be terminated on a date certain (unless, prior to such date, the Common Shares is listed or quoted on any other Principal Market, as such term is defined in the EPA), and there will be no suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by The Depository Trust Company with respect to the Common Shares; ● the Company will have authorized all of the Common Shares issuable pursuant to the applicable Put Notice by all necessary corporate action of the Company; and ● the accuracy in all material respects of the representations and warranties of the Company included in the applicable Put Notice as of the applicable Put Date.Contents

NoOur shift ~~Short~~towards an Injective-~~Selling~~focused orstrategy ~~Hedging~~requires bysubstantial ~~Selling~~changes ~~Shareholder~~in our day-to-day operations and exposes us to significant operational risks.

~~Selling~~Our shift ~~Shareholder~~towards ~~has~~an ~~agreed~~INJ ~~that~~treasury-focused ~~none~~strategy, ofincluding ~~Selling Shareholder,~~staking ~~its~~and ~~sole~~other ~~member~~decentralized finance activities, ~~any~~exposes ofus ~~their~~to ~~respective~~significant operational ~~officers,~~risks. orThe ~~any~~Injective ~~entity~~ecosystem ~~managed~~rapidly orevolves, ~~controlled~~with byfrequent ~~Selling~~upgrades ~~Shareholder~~and orprotocol ~~its~~changes ~~sole~~that may require significant ~~member~~adjustments ~~will~~to ~~engage~~our inoperational orsetup. ~~effect,~~The ~~directly~~upgrades orand ~~indirectly,~~protocol ~~for~~changes ~~its~~may ~~own~~require ~~account~~that orwe ~~for~~incur unanticipated costs and could cause temporary service disruptions to the ~~account~~Injective ofnetwork. ~~any~~We ~~other~~may ofalso ~~such~~need ~~persons~~to oremploy ~~entities~~third-party service providers in our operations, which ~~any~~may ~~short~~introduce ~~sales~~risks outside of ~~the~~our ~~Common~~control, ~~Shares~~including orsignificant ~~hedging~~cybersecurity ~~transaction~~risks. ~~that~~Any ~~establishes~~of athese ~~net~~operational ~~short~~risks ~~position~~could inmaterially and ~~the~~adversely ~~Common~~affect ~~Shares~~our ~~during~~ability to execute the ~~term~~Treasury Strategy and may prevent us from realizing positive returns and could severely ofhurt ~~the~~our ~~EPA~~financial condition.

~~Effect~~The concentration of ~~Sales of~~ our ~~Common~~INJ ~~Shares~~holdings ~~under~~enhances the ~~EPA~~ onrisks inherent in our ~~Shareholders~~Injective-focused strategy.

~~The~~We have ~~Commitment Shares that we issued,~~ and ~~the~~intend ~~EPA Shares~~ to bepurchase ~~issued~~INJ orand ~~sold~~increase byour ~~us,~~overall toholdings ~~the~~of ~~Selling~~INJ ~~Shareholder~~in ~~under~~ the ~~EPA that are being registered under the Securities Act for resale by the Selling Shareholder in this offering are expected to be freely tradable~~future. The ~~resale~~intended byconcentration ~~the Selling Shareholder~~ of aour ~~significant~~INJ holdings ~~amount~~limits ~~of shares registered for resale in this offering at any given time, or~~ the ~~perception~~risk mitigation that ~~these~~we ~~sales may occur,~~ could ~~cause~~achieve ~~the market~~if ~~price~~we ofwere ~~our Common Shares~~ to ~~decline~~purchase ~~and~~a tomore bediversified ~~highly~~portfolio ~~volatile. Sales~~ of ~~our~~treasury ~~Common Shares~~assets, ifand ~~any, to~~ the ~~Selling Shareholder~~absence ~~under~~of ~~the~~diversification ~~EPA~~enhances ~~will~~the ~~depend~~risks ~~upon~~inherent ~~market~~in ~~conditions~~our ~~and~~Injective-focused ~~other factors to be determined by us~~strategy.

If the Injective network is disrupted or encounters any unanticipated difficulties, the value of INJ could be negatively impacted.

If the Injective network is disrupted or encounters any unanticipated difficulties, then the processing of transactions on the Injective network may be disrupted, which in turn may prevent us from depositing or withdrawing INJ from our accounts with our custodian or otherwise affecting INJ transactions. Such disruptions could include, for example: the insolvency, business failure, interruption, default, failure to perform, security breach, or other problems of participants, custodians, or others; the closing of INJ trading platforms due to fraud, failures, security breaches or otherwise; or network outages or congestion, power outages, or other problems or disruptions affecting the Injective network. Any disruption of the Injective network could result in the inability of the Company to transfer or sell INJ, and the price of INJ.

INJ and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects.

INJ and other digital assets, as well as applications on blockchain networks such as Injective, are relatively novel and are subject to significant uncertainty, which could adversely impact their price. The application of state and federal securities laws and other laws and regulations to digital assets and blockchain-based applications is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of INJ or other digital assets, or the ability of blockchain-based applications to operate.

The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of INJ or the ability of individuals or institutions such as us to own or transfer INJ and utilize blockchain-based applications on networks such as Injective. For example, the U.S. executive branch, the SEC, the European Union’s Markets in Crypto Assets Regulation, among others, have been active in recent years, and in the United Kingdom, the Financial Services and Markets Act 2023 became law. Additionally, legislative and regulatory priorities may change depending on changes in leadership, as evidenced by recent and proposed initiatives such as the Genius Act of 2025, the anticipated Digital Asset Market Clarity Act, and updates to the Commission’s Regulatory Flexibility Agenda. It is not possible to predict whether, or when, any of these developments will lead to Congress granting additional authorities to the SEC, Commodity Futures Trading Commission (“CFTC”), or other regulators, or whether, or when, any other federal, state or foreign legislative bodies will take any similar actions. It is also not possible to predict the nature of any such additional authorities, how additional legislation or regulatory oversight might impact the ability of digital asset markets to function or the willingness of financial and other institutions to continue to provide services to the digital assets industry, nor how any new regulations or changes to existing regulations might impact the value of digital assets generally and INJ specifically. The consequences of increased regulation of digital assets and digital asset activities could adversely affect the market price of INJ and in turn adversely affect the market price of our Common Shares.

IfTable ~~and when we do sell Common Shares to the Selling Shareholder pursuant to the EPA, after the Selling Shareholder has acquired such shares, the Selling Shareholder may resell all, some or none~~ of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase the shares from the Selling Shareholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of Common Shares to the Selling Shareholder under the EPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.Contents

~~Because the per share purchase price that the Selling~~Moreover, ~~Shareholder will pay for~~ the ~~EPA~~risks ~~Shares~~of engaging in ~~any~~a ~~put~~digital ~~notice~~asset ~~that~~treasury westrategy ~~may~~are ~~elect~~relatively tonovel ~~effect~~and ~~pursuant~~have tocreated, ~~the~~and ~~EPA~~could ~~will~~continue ~~be determined by reference~~ to ~~the~~create ~~VWAP during the applicable commitment period on the applicable put date for such put notice, as of the date of this prospectus,~~complications itdue ~~is not possible for us~~ to ~~predict~~ the ~~number~~lack of ~~Common~~experience ~~Shares~~ that wethird ~~will~~parties ~~sell~~have towith ~~the~~companies ~~Selling~~engaging ~~Shareholder~~in ~~under~~such ~~the~~a ~~EPA~~strategy, ~~the~~such ~~actual purchase~~as ~~price~~increased ~~per~~costs ~~share~~of todirector and beofficer ~~paid~~liability byinsurance ~~the Selling Shareholder for those shares,~~ or the ~~actual~~potential ~~gross~~inability ~~proceeds~~ to beobtain ~~raised~~such bycoverage uson ~~from those~~acceptable ~~sales,~~terms ifin ~~any~~the future.

AsThe growth of ~~August~~the ~~31,~~digital ~~2024~~assets industry in general, ~~there~~and ~~were~~the 8use and acceptance of INJ in particular,~~425,352~~ ~~Common~~may also impact the price of INJ and ~~Shares~~is ~~outstanding~~subject to a high degree of uncertainty. ~~Company~~The ~~has~~pace ~~already~~of ~~issued~~worldwide ~~741,499~~growth ~~shares~~in ~~against~~the ~~EPA~~adoption ~~out~~and use of the ~~total~~Injective ~~13,910,991~~network ~~shares~~and ~~only~~INJ 13may depend,~~169~~ for instance,~~492~~ ~~shares~~on ~~can further~~public befamiliarity ~~offered.~~with Ifdigital ~~all~~assets, ease of ~~the 13~~buying,~~169,492~~ ~~shares~~accessing ~~offered~~or gaining exposure to INJ, institutional demand for ~~resale~~INJ byas an investment asset, the ~~Selling~~participation ~~Shareholder~~of ~~under~~traditional ~~this~~financial ~~prospectus~~institutions ~~were~~in ~~issued~~the ~~and outstanding~~digital assets industry, ~~such~~consumer demand ~~shares~~for ~~would~~INJ ~~represent~~as ~~approximately~~a ~~150%~~means of payment, and the ~~total~~availability ~~number~~and popularity of ~~outstanding~~alternatives ~~Common~~to ~~Shares~~INJ. ~~and~~Even ~~approximately~~if ~~249%~~growth ofin INJ adoption occurs in the ~~total~~near ~~number~~or ofmedium ~~outstanding~~term, ~~Common~~there ~~Shares~~is ~~held~~no byassurance ~~non-affiliates~~that ofINJ ~~our~~and ~~company,~~the inInjective ~~each~~network ~~case~~usage aswill ofcontinue ~~August~~to ~~31,~~grow ~~2024~~over the long term.

~~Although the EPA provides that we may sell up to $15.0~~A ~~million~~variety of ~~our~~technical ~~Common~~factors ~~Shares~~related to the ~~Selling~~Injective ~~Shareholder,~~blockchain ~~only~~could ~~13,910,991~~also ~~shares~~impact ~~(which includes~~ the 200,000 Commitment Shares, for which we have not and will not receive any cash consideration) are being registered under the Securities Act for resale by the Selling Shareholder under the registration statement that includes this prospectus. If we were to issue and sell all of such 13,910,991 shares to the Selling Shareholder at an assumed purchase price ~~per share~~ of $0INJ.97 ~~(without~~The ~~taking~~liquidity ~~into account the 19.99% Exchange Cap limitation), representing the closing sale price~~ of ~~our~~INJ ~~Common~~may ~~Shares~~also ~~on Nasdaq on June 18, 2024, we would only receive approximately $13.4 million in aggregate~~be ~~gross~~reduced ~~proceeds~~and ~~from~~damage ~~the sale of such EPA Shares~~ to the ~~Selling~~public ~~Shareholder~~perception ~~under the EPA. Depending on the market prices~~ of ~~our~~Injective ~~Common Shares~~may onoccur, ~~the~~if ~~put~~financial ~~dates~~institutions onwere ~~which we elect~~ to ~~sell~~deny ~~such~~or ~~EPA~~limit ~~Shares~~banking services to ~~the~~businesses ~~Selling~~that ~~Shareholder~~hold ~~under the EPA~~INJ, weprovide ~~may~~Injective-related ~~need~~services toor ~~register~~accept ~~under the~~INJ ~~Securities~~as ~~Act~~payment, ~~additional~~which ~~Common~~could ~~Shares~~also ~~for~~decrease ~~resale by~~ the ~~Selling~~price ~~Shareholder~~of ~~in order for us to receive aggregate proceeds equal to the Selling Shareholders’ $15~~INJ.~~0 million maximum aggregate purchase commitment available to us under the EPA.~~

~~If we elect to issue and sell to the Selling Shareholder~~The ~~more~~liquidity ~~Common~~of ~~Shares~~INJ ~~than~~may ~~the~~also ~~amount~~be ~~being~~impacted ~~registered, we must file with the SEC one or more additional registration statements~~ to ~~register such additional shares, which~~ the ~~SEC~~extent ~~must~~that ~~declare~~changes ~~effective,~~ in ~~each~~applicable ~~case~~laws ~~before~~and weregulatory ~~may~~requirements ~~elect~~negatively toimpact ~~sell any additional shares to~~ the ~~Selling~~ ~~Shareholder.~~ability ~~For example, if the market price~~ of ~~our~~exchanges ~~Common~~and ~~Shares~~trading ~~falls~~venues ~~below $0.97, assuming no beneficial ownership limitations, we will be required~~ to ~~issue~~provide ~~more~~services ~~shares~~for ~~than~~INJ ~~are~~and ~~currently~~other ~~being~~digital ~~registered, necessitating the filing of a new registration statement~~assets.

~~The~~Changes in ~~issuance~~regulatory ofinterpretations ~~our~~could ~~Common~~require ~~Shares~~us to ~~the~~register ~~Selling~~as ~~Shareholder pursuant~~a tomoney ~~the~~services ~~EPA~~business ~~will not affect the rights~~ or ~~privileges~~money ~~of our existing shareholders~~transmitter, ~~except~~leading ~~that~~to ~~the~~increased ~~economic and voting interests~~compliance ofcosts ~~each~~or ofoperational ~~our existing shareholders will be diluted~~shutdowns. Although the number of Common Shares that our existing shareholders own will not decrease, the Common Shares owned by our existing shareholder will represent a smaller percentage of our total outstanding Common Shares after any such issuance.

The regulatory regime for digital assets in the U.S. and elsewhere is uncertain. The Company may be unable to effectively react to proposed legislation and regulation of digital assets, which could adversely affect its business.

If regulatory changes or interpretations require us to register as a money services business with The Financial Crimes Enforcement Network (FinCEN) under the U.S. Bank Secrecy Act, or as a money transmitter under state laws, we may be subject to extensive regulatory requirements, resulting in significant compliance costs and operational burdens. In such a case, we may incur extraordinary expenses to meet these requirements or, alternatively, may determine that continued operations are not viable. If we decide to cease certain operations in response to new regulatory obligations, such actions could occur at a time that is unfavorable to investors.

Multiple states have implemented or proposed regulatory frameworks for digital asset businesses. Compliance with such state-specific regulations may increase costs or impact our business operations. Further, if we or our service providers are unable to comply with evolving federal or state regulations, we may be forced to dissolve or liquidate certain operations, which could materially impact our investors.

If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.

Regulatory changes or interpretations that classify digital assets that we hold as a security under the Securities Act of 1933, as amended, or the Investment Company Act, could require us to register and comply with additional regulations. Compliance with these requirements could impose extraordinary, non-recurring expenses on our business. If the costs and regulatory burdens become too great, we may be forced to modify or cease certain operations, which could be detrimental to our investors.

~~The~~Table ~~following table sets forth the amount~~ of gross proceeds we would receive from the Selling Shareholder from our sale of Common Shares to the Selling Shareholder under the EPA at varying purchase prices and subject to the limitation of the number of shares being registered at this time:Contents

Assumed Average Purchase Price Per Share			Number of Registered Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to Selling Shareholder(2)			Gross Proceeds from the Sale of Shares to Selling Shareholder Under the EPA
$	0.88	(3)		13,169,492		59.93	%	$	11,589,153
$	1.00			13,169,492		59.93	%	$	13,169,492
$	1.50			13,169,492		59.93	%	$	19,754,238
$	2.00			13,169,492		59.93	%	$	26,338,984
$	2.50			13,169,492		59.93	%	$	32,923,730

The SEC has previously indicated that certain digital assets may be considered securities depending on their structure and use. Future developments could change the legal status of digital assets that we may hold, requiring us to comply with securities laws. If we fail to do so, we may be forced to discontinue some or all of our business activities, negatively impacting investments in our securities.

	(1)	Although the EPA provides that we may sell up to $15,000,000 of our Common Shares to the Selling Shareholder, we only registered 13,910,991 shares under the registration statement that includes this prospectus, which may or may not cover all of the shares we ultimately sell to the Selling Shareholder under the EPA. The number of shares to be issued as set forth in this column is without regard to the Exchange Cap or Beneficial Ownership Limitation, but is limited to the actual number of shares being registered at this time. Company already issued 741,499 shares under EPA during August 2024 and this includes 200,000 Commitment Shares we issued to the Selling Shareholder only 13,169,492 shares can further be issued.
	(2)	The denominator is based on 8,807,019 Common Shares outstanding as of December 19, 2024 (which, for these purposes, includes the 200,000 Commitment Shares we issued to the Selling Shareholder and 541,499 shares issued during August 2024), adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to the Selling Shareholder, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable under the EPA at the corresponding assumed average purchase price set forth in the first column.
	(3)	The closing sale price of our Common Shares on NYSE American on August 31, 2024.

If the SEC or other regulators determine that digital assets that we may hold qualify as securities, we may be required to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. This classification would subject us to additional periodic reporting, disclosure requirements, and regulatory compliance obligations, significantly increasing our operational costs. Compliance with the requirements of the Investment Company Act applicable to registered investment companies may make it difficult for us to continue our current operations, and this would materially and adversely affect our business, financial condition and results of operations. In addition, if INJ or another digital asset we hold were determined to constitute a security for purposes of the federal securities laws, we would likely take steps to reduce the percentage of INJ or such other digital assets that constitute investment assets under the Investment Company Act. These steps may include, among others, selling INJ that we might otherwise hold for the long term and deploying our cash in non-investment assets, and we may be forced to sell our INJ or other digital assets at unattractive prices, or cease our operations.

~~On November 13, 2024 the Company entered into a securities~~Although ~~purchase~~we ~~agreement~~do ~~(the~~not ~~“Purchase~~currently ~~Agreement”)~~engage ~~with~~in aninvesting, ~~institutional investor~~reinvesting, ~~pursuant~~or totrading ~~which~~securities, ~~the~~and ~~Company~~we ~~issued~~do ~~and~~not ~~sold to~~hold ~~the~~ourselves ~~investor~~out inas aan ~~registered~~investment ~~direct offering~~company, we ~~382,667~~could ~~(the~~inadvertently ~~“RD~~be ~~Shares”)~~deemed ofone under the ~~Common~~Investment ~~Shares~~Company ~~at a price of $0~~Act.60 ~~per~~If ~~share, and~~we ~~pre-funded~~are ~~warrants~~unable to ~~purchase~~rely upon toan 1exclusion,~~284,000~~ ~~Common~~we ~~Shares~~would atbe arequired to ~~price~~register ofwith ~~$0.5999~~the ~~per~~SEC, ~~share~~which ~~and~~could animpose ~~exercise~~additional ~~price~~financial ofand ~~$0.0001~~regulatory ~~per Common Share~~burdens.

~~The securities to be issued in the registered direct~~Further, ~~offering~~state ~~were~~regulators ~~offered~~may ~~pursuant~~conclude tothat the ~~Company’s~~digital ~~shelf~~assets ~~registration~~we ~~statement~~hold onare ~~Form~~securities ~~S-3~~under ~~(File~~state ~~No. 333-282629)~~laws, ~~initially~~requiring ~~filed by~~us ~~the~~to ~~Company~~comply with ~~the~~state-specific securities ~~Commission~~regulations. onStates ~~October~~like ~~15,~~California ~~2024,~~have asstricter ~~amended~~definitions onof ~~October~~“investment ~~25,~~contracts” ~~2024,~~than ~~and~~the ~~declared effective on October 29~~SEC, ~~2024. The~~increasing ~~offering~~the ~~closed~~risk onof ~~November~~additional ~~14,~~regulatory ~~2024 for approximately $1~~scrutiny.~~0 million in gross proceeds.~~

The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations.

Under current interpretations, INJ could be classified as a commodity under the Commodity Exchange Act and could be subject to regulation by the CFTC. If our activities require CFTC registration, we may be required to comply with extensive regulatory obligations, which could result in significant costs and operational disruptions. Additionally, current and future legislative or regulatory developments, including new CFTC interpretations, could further impact how INJ is classified and traded.

If INJ are regulated as a commodity, we may be required to register as a commodity pool operator and register the Company as a commodity pool with the CFTC through the National Futures Association. Compliance with these additional regulatory requirements could result in substantial, non-recurring expenses, adversely affecting an investment in our securities. If we determine not to comply with such regulations, we may be forced to cease certain operations, which could negatively impact our investors.

We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.

Mutual funds, exchange-traded funds (ETFs) and their management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is intended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of our changes to our digital asset strategy, our use of leverage, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers.

~~Summary~~Table ~~Risk~~of ~~Factors~~Contents

~~Our~~Due to ~~business~~the isunregulated ~~subject~~nature toand ~~numerous~~lack ~~risks~~of ~~described in~~transparency surrounding the ~~section~~operations ~~titled~~of ~~“Risk~~many ~~Factors”~~digital ~~and~~asset ~~elsewhere~~trading invenues, ~~this~~digital ~~prospectus.~~asset ~~The~~trading venues ~~main~~experience ~~risks~~greater ~~set~~risk ~~forth~~of ~~below~~fraud, market manipulation and ~~others~~other ~~you~~deceptive ~~should~~marketing practices, as well as security failures or ~~consider~~regulatory ~~are~~or ~~discussed~~operational problems than trading venues for more ~~fully~~established asset classes, which may result in ~~the~~a ~~section~~loss ~~entitled~~of ~~“Risk~~confidence ~~Factors”~~in digital ~~beginning~~asset ontrading ~~page~~venues 19and adversely affect the value of digital assets, ~~which~~and ~~you~~the ~~should~~Company’s ~~read~~financial inposition, ~~its~~operations ~~entirety~~and prospects.

●Digital asset ~~our~~trading ~~operations~~venues ~~could~~are berelatively ~~adversely~~new ~~affected by possible future government legislation~~and, ~~policies and controls or by changes~~ in ~~applicable~~many ~~laws~~cases, ~~and~~unregulated. ~~regulations;~~Furthermore, ●there ~~public~~are ~~health~~many ~~crises~~digital ~~such~~asset astrading ~~the~~venues ~~COVID-19~~that do ~~pandemic~~not ~~may~~provide ~~adversely impact our business; ●~~ the ~~volatility~~public ofwith ~~global~~significant ~~capital~~information ~~markets~~regarding ~~over~~their ~~the~~ownership ~~past~~structure, ~~several~~management ~~years~~teams, ~~has~~corporate ~~generally~~practices ~~made~~and regulatory ~~the~~compliance. ~~raising~~As ofa ~~capital~~result, ~~more difficult; ● risks associated with political instability and changes to~~ the ~~regulations~~marketplace ~~governing~~may ~~our~~lose ~~business~~confidence ~~operations;~~in ●digital ~~our~~asset ~~success~~trading ~~is largely dependent on the performance of our directors and officers~~venues, ~~Field~~including ~~Agents,~~prominent ~~and~~exchanges that ~~employees;~~handle ●a ~~our Common Shares may be subject to~~ significant ~~price~~volume ~~volatility; ● internal controls cannot provide absolute assurance with respect to the reliability~~ of ~~financial~~such ~~reporting~~trading and/or ~~financial~~are ~~statement~~subject ~~preparation; ● we may be unable~~ to ~~manage~~regulatory ~~our~~oversight, ~~growth;~~in ●the ~~risks~~event ~~associated~~one ~~with security breaches; ● risks associated with software errors~~ or ~~defects;~~more ●digital ~~our~~asset ~~operations~~trading venues ~~depend~~cease ~~on information technology systems; and on continuous reliable internet access; ● our business now~~ or inpause ~~the~~for ~~future~~a ~~may~~prolonged beperiod ~~adversely affected by risks outside our control; ● risks associated with~~ the ~~Company’s~~trading ~~reliance~~of ondigital ~~strategic~~assets, ~~partnerships;~~or ●experience ~~reputational risk~~fraud, ~~and~~significant ●volumes ~~risks~~of ~~associated~~withdrawal, ~~with~~security failures ~~protection~~or ofoperational ~~intellectual property~~problems.

Negative perception, a lack of stability in the broader digital asset markets and the closure, temporary shutdown or operational disruption of digital asset trading venues, lending institutions, institutional investors, institutional miners, custodians, or other major participants in the digital asset ecosystem, due to fraud, business failure, cybersecurity events, government-mandated regulation, bankruptcy, or for any other reason, may result in a decline in confidence in digital assets and the broader digital asset ecosystem and greater volatility in the price of digital assets. The price of our listed securities may be affected by the value of our future digital asset holdings, and the failure of a major participant in the ecosystem could have a material adverse effect on the market price of our listed securities.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our proposed holdings of digital assets. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.

Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling digital assets. The price of digital assets generally has historically been subject to dramatic price fluctuations and is highly volatile. We will need to perform an analysis each quarter to identify whether events or changes in circumstances indicate that our digital assets are impaired. As a result, volatility in our earnings may be significantly more than what we experienced in prior periods.

Our Digital asset holdings are illiquid and cannot serve as a source of liquidity for us, subject to limited exceptions.

Historically, the digital asset market has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, concerns regarding pseudonymity of digital asset addresses, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network. While these risks can adversely affect holders of digital assets generally, our exposure is distinct because we are contractually prohibited from liquidating our cryptocurrency positions, including our INJ holdings, other than in limited circumstances in which material liquidations of our digital assets would require board and/or shareholder approval. As a result, we cannot sell our digital assets to meet working capital needs, respond to market dislocations, rebalance our positions, or reduce losses during periods of heightened volatility. Because we are unable to liquidate our digital assets, those holdings cannot serve as a source of liquidity for us, and we must rely on cash, cash equivalents, and other external financing sources to satisfy our obligations. Further, digital assets we hold with our custodians and transact with our trade execution partners do not enjoy the same protections or insurance as are available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. Additionally, we may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital asset holdings, including in particular during times of market instability or when the price of digital assets has declined significantly. If we are unable to raise additional capital, refinance existing obligations, or otherwise generate funds from sources other than the sale of our digital assets, or if the value of our digital assets declines significantly while we remain unable to sell, our liquidity, business, financial condition, and results of operations could be materially and adversely affected.

~~Implications~~Table of ~~Being an Emerging Growth Company~~Contents

WeThe lack ~~are~~of anlegal ~~“emerging~~recourse ~~growth~~and ~~company”~~insurance ~~as defined~~for indigital ~~Section~~assets ~~2(a)~~increases of the ~~Securities~~risk ~~Act~~ of ~~1933,~~total asloss ~~amended (the “Securities Act”). We had more than than $1.235 billion~~ in ~~gross billing during our last fiscal year and have not tripped any of~~ the ~~measures~~event ~~that would cause us to no longer qualify as an emerging growth company. As such, we may take advantage~~ of ~~reduced~~theft ~~public~~or ~~reporting requirements~~destruction. ~~These provisions include, but are not limited to:~~

●Digital assets ~~Being~~that ~~permitted~~we toacquire ~~present~~will ~~only~~not ~~two~~be ~~years~~insured ofagainst ~~audited~~theft, ~~financial~~loss ~~statements~~or ~~and~~destruction. ~~only~~If ~~two~~an ~~years~~event ofoccurs ~~related~~where ~~Management’s~~we ~~Discussion~~lose ~~and~~our ~~Analysis~~digital ofassets, ~~Financial~~whether due ~~Condition~~to ~~and~~cyberattacks, ~~Results~~fraud ofor ~~Operations~~other inmalicious ~~our~~activities, ~~filings~~we ~~with~~may ~~the~~not ~~SEC;~~have ●any ~~Not~~viable ~~being~~legal ~~required~~recourse toor ~~comply~~ability ~~with~~to recover the ~~auditor~~lost ~~attestation~~assets. Unlike ~~requirements~~funds held in ~~the~~insured ~~assessment~~banking ofinstitutions, our ~~internal~~digital ~~control~~assets ~~over~~are ~~financial~~not ~~reporting;~~protected ●by ~~Reduced~~the ~~disclosure~~Federal ~~obligations~~Deposit ~~regarding~~Insurance ~~executive~~Corporation or ~~compensation~~the inSecurities ~~periodic~~Investor ~~reports,~~Protection ~~proxy~~Corporation. ~~statements~~If ~~and~~our ~~registration~~digital ~~statements;~~assets ~~and~~are ●lost ~~Exemptions~~under ~~from~~circumstances that render another party liable, there is no guarantee that the ~~requirements~~responsible ofparty ~~holding~~will ahave ~~nonbinding~~the ~~advisory~~financial ~~vote~~resources onto ~~executive~~compensate ~~compensation~~us. ~~and~~As ~~shareholder~~a ~~approval~~result, ofwe ~~any~~and ~~golden~~our ~~parachute~~shareholders could ~~payments~~face ~~not~~significant ~~previously~~financial ~~approved~~losses.

~~We may take advantage of these provisions until the~~The ~~last~~Company ~~day~~will offace ~~our~~risks ~~fiscal~~relating ~~year~~to ~~following~~ the ~~fifth~~custody ~~anniversary~~ of ~~the~~its ~~date~~digital ofassets. ~~the~~If ~~first~~we ~~sale~~or ofour ~~Common~~third-party ~~Shares~~service ~~pursuant~~providers toexperience ~~this~~a ~~offering.~~security ~~However,~~breach ifor ~~certain~~cyberattack ~~events~~and ~~occur~~unauthorized ~~before~~parties ~~the~~obtain ~~end~~access ofto ~~such~~our ~~five-year~~private ~~period~~keys, ~~including~~or if weour ~~become~~private akeys ~~“large~~are ~~accelerated~~lost ~~filer~~or destroyed,~~” if~~ ~~our~~or ~~annual~~other similar ~~gross~~circumstances ~~billing exceed $1.235 billion~~ or ifevents occur, we ~~issue~~may ~~more~~lose ~~than~~some ~~$1.0~~or ~~billion~~all of ~~non-convertible~~our ~~debt~~digital inassets ~~any~~and ~~three-year~~our ~~period, we~~financial ~~will~~condition ~~cease~~and toresults beof anoperations could ~~emerging~~be ~~growth~~materially ~~company~~adversely ~~before the end of such five-year period~~affected.

AnWe expect ~~emerging~~our ~~growth~~primary ~~company~~counterparty ~~may~~risk ~~take~~with ~~advantage~~respect ofto our INJ will be custodian performance obligations under the custody arrangements ~~extended~~we ~~transition~~enter ~~period~~into. ~~provided~~A series of high-profile bankruptcies, closures, liquidations, regulatory enforcement actions and other events relating to companies operating in ~~Section~~the ~~7(a)(2)(B)~~digital asset industry, the closure or liquidation of certain financial institutions that provided lending and other services to the ~~Securities~~digital ~~Act~~assets industry, ~~for~~SEC ~~complying~~enforcement ~~with~~actions ~~new~~against other providers, or ~~revised~~placement ~~accounting~~into ~~standards.~~receivership or Wecivil fraud lawsuit against digital asset industry participants have ~~elected~~highlighted the perceived and actual counterparty risk applicable to ~~take~~digital ~~advantage~~asset ofownership ~~this~~and ~~extended~~trading. ~~transition~~Legal ~~period~~precedent created in these bankruptcies and ~~acknowledge~~other ~~such~~proceedings ~~election~~may increase the risk of future rulings adverse to our interests in the event one or more of our custodians becomes a debtor in a bankruptcy case or is ~~irrevocable~~the subject of other liquidation, insolvency or similar proceedings.

~~Implications~~No assurance can be provided that our custodially held INJ will not become part of ~~Being~~the custodian’s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedings. Additionally, if we pursue any strategies to create income streams or otherwise generate funds using our INJ holdings, we would become subject to additional counterparty risks. We will need to carefully evaluate market conditions, including price volatility as well as service provider terms and market reputations and performance, among others, prior to implementing any such strategy, all of which could affect our ability to successfully implement and execute on any such future strategy. These risks, along with any significant non-performance by counterparties, including in particular the custodian or custodians with which we will custody substantially all of our INJ, could have a ~~Smaller~~material ~~Reporting~~adverse ~~Company~~effect on our business, prospects, financial condition, and operating results.

~~We are a “smaller reporting company” as~~The ~~defined~~irreversibility ~~in Item 10(f)(1)~~ of ~~Regulation~~digital ~~S-K.~~asset ~~Smaller~~transactions ~~reporting~~exposes ~~companies~~us ~~may~~to ~~take~~risks ~~advantage~~ of ~~certain reduced disclosure obligations~~theft, ~~including,~~ ~~among~~loss ~~other~~and ~~things,~~human providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our common shares held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligationserror, itwhich ~~may~~could ~~also~~negatively ~~make~~impact ~~the comparison of~~ our ~~financial statements with other public companies difficult or impossible~~business.

Digital asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on that digital asset network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of digital assets or a theft of digital assets generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft

Although we plan to regularly transfer digital assets to or from vendors, consultants and services providers, it is possible that, through computer or human error, or through theft or criminal action, such assets could be transferred in incorrect amounts or to unauthorized third parties.

To the extent we are unable to seek a corrective transaction to identify the third party which has received our digital assets through error or theft, we will be unable to revert or otherwise recover the impacted digital assets, and any such loss could adversely affect our business, results of operations and financial condition

~~SUMMARY~~Table OFof ~~THE OFFERING~~Contents

Units offered by us		Up to 17,587,055 Units in a best efforts underwritten offering. Each Unit consists of: (i) one Common Share; and (ii) one Warrant to purchase one Common Share. Each Warrant is exercisable for one Common Share.
Pre-Funded Units offered by us		We are also offering the opportunity to purchase, if the purchaser so chooses and in lieu of Units, up to 17,587,055 Pre-Funded Units to purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Shares immediately following the consummation of this offering. Each Pre-Funded Unit consists of: (i) one Pre-Funded Warrant exercisable for one Common Share; and (ii) one Warrant to purchase one Common Share. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit is $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit we sell, the number of Units we are offering will be decreased on a one-for-one basis. Because we will issue one Warrant as part of each Unit or Pre-Funded Unit, the number of Warrants sold in this offering will not change as a result of a change in the mix of the Units and Pre-Funded Units sold. This offering also relates to the shares of Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering.
Warrants offered by us		Warrants to purchase an aggregate of up to 17,587,055 Common Shares, subject to adjustment as set forth therein. Each Common Share and each Pre-Funded Warrant to purchase one Common Share is being issued together with a Warrant to purchase one Common Share. Each Warrant will have an exercise price of $0.2843 per share (representing 100% of the assumed offering price per Unit), will be immediately exercisable from the date of issuance and will expire on the five year anniversary of the original issuance date. Each Warrant is exercisable for one Common Share, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our Common Stock.
Common Shares outstanding prior to the offering		9,692,020 shares.
Common Shares to be outstanding after the offering(1)		27,279,075 (assuming no sale of any Pre-Funded Units no exercise of the Warrants issued in connection with the offering).
Use of Proceeds		We currently intend to use the net proceeds to us from this offering for general corporate purposes, including working capital and investments. See “Use of Proceeds” beginning on page 36.

The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of INJ and adversely affect the Company’s securities.

17Following the launch of the Company’s proposed digital asset treasury strategy, as a result of our Injective strategy, we expect our assets to be concentrated in INJ holdings. The market price of INJ is highly volatile and has recently declined, and the market price of our common stock has also declined during this period, in part due to the sensitivity of the trading price of our securities to movements in the price of INJ. Accordingly, the emergence or growth of digital assets other than INJ, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, may have a material adverse effect on our financial condition and the market price of our securities, and declines in the price of INJ, whether due to competitive dynamics or broader market conditions, could independently have a material adverse effect on our financial condition and the market price of our securities. There are numerous alternative digital assets and many entities, including consortiums and financial institutions, are researching and investing resources into private or permissioned blockchain platforms. If the mechanisms or network effects on alternative blockchain platforms are perceived as superior to the Injective network, those digital assets could gain market share relative to Injective, which could further pressure the price of INJ and, given our concentration in INJ, negatively impact the value of our assets, our results of operations, and the trading price of our common stock. In addition, if recent changes in the price of INJ are sustained, this could lead to reduced liquidity, heightened financing constraints, and greater volatility in the market price of our securities.

Listing		Our Common shares are listed on the NYSE American exchange under the symbol “PAPL”.
Assumed Offering Price		$0.2843 per Unit, the closing price of our Common Shares on April 22, 2025, as reported by the NYSE American.
Transfer Agent		Endeavor Trust Corporation.
Risk Factors		You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 19 of this prospectus before deciding whether or not to invest in shares of our Common Stock.
Lock-Up Agreements		The Company, our officers, directors and greater than 5% stockholders have agreed, for a period of 180 days after the closing of this offering, subject to certain exceptions, not to offer, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our Common Shares or other securities convertible into or exercisable or exchangeable for shares of our Common Stock without the prior written consent of the Placement Agent.
Reasonable Best-efforts Offering		We have agreed to offer and sell the securities offered hereby directly to the purchasers. We have retained D. Boral Capital LLC to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby. See “Plan of Distribution” beginning on page 95 of this prospectus.

(1) The number of Common Shares to be outstanding after this offering is based on 9,692,020 Common Shares issued and outstanding as of March 31, 2025, and excludes the following:

● 1,549,972 Common Shares issuable upon the exercise of outstanding Warrants; ● 400,000 Common Shares issuable upon the exercise of outstanding Pre-funded Warrants; ● 103,015 Common Shares issuable upon the exercise of outstanding Compensation Warrants; ● 200,000 EPA Shares issuable under the EPA; ● 84,583 Common Shares issuable upon the exercise of outstanding underwriter warrants; and ● 565,690 Common Shares issuable upon the exercise of outstanding options

RISK FACTORS

Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occur, our business and financial performance could be adversely affected, our actual results could differ materially from our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material that may adversely affect our business and financial performance. You should carefully consider the risks described below, together with all other information included in this prospectus including our financial statements and related notes, before making an investment decision. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our Common Shares could decline, and investors in our securities may lose all or part of their investment.

Risks Related to the Company

We are dependent on the residential real estate market.

Our financial performance is closely connected to the strength of the residential real estate market, which is subject to a number of general business and macroeconomic conditions beyond our control.

Macroeconomic conditions that could adversely impact the growth of the real estate market and have a material adverse effect on our business include, but are not limited to, economic slowdown or recession, increased unemployment, increased energy costs, reductions in the availability of credit or higher interest rates, increased costs of obtaining mortgages, an increase in foreclosure activity, inflation, disruptions in capital markets, declines in the stock market, adverse tax policies or changes in other regulations, lower consumer confidence, lower wage and salary levels, war or terrorist attacks, natural disasters or adverse weather events, or the public perception that any of these events may occur. Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States, Canada or other markets the Company enters and operates within could negatively affect the affordability of, and consumer demand for, its services which could have a material adverse effect on its business and profitability.

In addition, federal and state governments, agencies and government-sponsored entities could take actions that result in unforeseen consequences to the real estate market or that otherwise could negatively impact the Company’s business. Some of the above-mentioned economic factors and conditions are currently adversely affecting Pineapple as the Users and consumer sentiment has waned and has precipitated fears of a possible economic recession. In the event of a continuing market downturn, our results of operations could be adversely affected by those factors in many ways, including making it more difficult for us to raise funds if necessary, and our stock price may further decline.

The real estate market is substantially reliant on the monetary policies of the federal government and its agencies and is particularly affected by the policies of the Bank of Canada, which regulates the supply of money and credit in Canada, which in turn impacts interest rates. The Company’s revenues could be negatively impacted by a rising interest rate environment. As mortgage rates rise, the number of home sale transactions may decrease as potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the purchase of another home. Due to a prospective higher debt assumption with the rise in interest rates, homeowners also may choose to not participate in refinancing or other similar mortgage financing activity that would create revenue for Pineapple. Potential home buyers may choose to rent rather than pay higher mortgage rates. Changes in the interest rate environment and mortgage market are beyond the Company’s control, are difficult to predict and could have a material adverse effect on its business and profitability.

We may not be able to secure additional capital and achieve adequate liquidity to grow and compete.

We will require additional capital to operate, grow and compete, and failure to obtain such additional capital could limit our operations and our growth. When such additional capital is required, we will need to pursue various financing transactions or arrangements, which may include debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favorable to us and might involve substantial dilution to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. We may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the mortgage brokerage industry in particular), our status as a relatively new enterprise with a limited history and/or the loss of key management personnel.

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We have a limited operating history and, therefore, cannot accurately project our revenues and operating expenses.

We have a relatively limited operating history. As such, we will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources. Although we possess an experienced management team, there is no assurance that we will be successful in achieving a return on shareholders’ investment and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that we can continue to generate revenues, operate profitably, or provide a return on investment, or that we will successfully implement our business and growth plans. An investment in our securities carries a high degree of risk and should be considered speculative by investors. Prospective investors should consider any purchase of our securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development.

We may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability in the future.

Our financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Our future operations are dependent upon the identification and successful completion of equity or debt financings and the continued achievement of profitable operations at an indeterminate time in the future. There can be no assurances that we will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.

We have incurred recurring losses and may not be profitable in the future. We are facing significant liquidity risks that raise substantial doubt about our ability to continue as a going concern, and our plans to maintain and increase liquidity may not be successful.

We have incurred recurring losses and experienced negative cash flows from operations for the past two fiscal years, and we may continue to incur operating losses. As of August 31, 2025, we had an accumulated deficit of approximately $13.4 million and current assets of approximately $2.3 million, and for the fiscal year ended August 31, 2025, we had negative cash flows from operating activities of approximately $946.8 thousand. Our financial position raises significant liquidity concerns such that we will be dependent on sources of financing other than our cash flow from operations and raises substantial doubt about our ability to continue as a going concern. To mitigate these risks, we are undergoing a series of operational and financing initiatives, but such efforts may be unsuccessful in providing the liquidity that we need to sustain our operations, pay our obligations as they come due and implement our business strategy. For additional information about our liquidity and financing plans, see “Liquidity Outlook and Ability to Continue as a Going Concern” below. Even if we are successful in raising additional funds, our expenses may exceed expectations, or we may deplete our available capital resources more quickly than anticipated.

We have received an unqualified opinion from our auditor that includes a paragraph indicating that there is substantial doubt about our ability to continue as a going concern.

We have received an unqualified opinion that included an explanatory paragraph on “going concern” from our independent registered public accounting firm, reflecting substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and implement our business plan. If we are unable to achieve or sustain profitability or to secure additional financing on acceptable terms, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. In addition, if we are unsuccessful in raising sufficient capital to support our operations, we may be unable to pay our vendors on time, or at all. If any of our key vendors were to cease working with us or require prepayment, our business activities may be adversely affected, which could have a material adverse effect on our business and operations. Further, the perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations. Any such inability to continue as a going concern may result in our stockholders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing on acceptable terms.

Currency exchange rates fluctuations could adversely affect our operating results.

The Company is exposed to the effects of fluctuations in currency exchange rates, Our functional currency is in Canadian dollars (CAD) and our presentation currency is in US dollars (USD). Due to the currency exchange rates fluctuations between the two currencies, there is a risk the company’s operations and profitability may be affected during the translation. Currently the company does not have many international transactions and the fluctuations are mostly limited to the financial statements currency translation adjustments relating to the movements. The financial statements contain a line disclosing this translation amount.

Our operating results may be subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.

Seasons and weather traditionally impact the real estate industry in the jurisdictions where we operate. Continuous poor weather or natural disasters negatively impact listings and sales. Spring and summer seasons historically reflect greater sales periods in comparison to fall and winter seasons. We have historically experienced lower revenues during the fall and winter seasons, as well as during periods of unseasonable weather, which reduces the Company’s operating income, net income, operating margins and cash flow.

Real estate listings precede sales and a period of poor listings activity will negatively impact revenue. Past performance in similar seasons or during similar weather events can provide no assurance of future or current performance, and macroeconomic shifts in the markets we serve can conceal the impact of poor weather or seasonality.

Home sales in successive quarters can fluctuate widely due to a wide variety of factors, including holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations, interest rate changes, speculation of pending interest rate changes and the overall macroeconomic market. Our revenue and operating margins each quarter will remain subject to seasonal fluctuations, poor weather and natural disasters and macroeconomic market changes that may make it difficult to compare or analyze our financial performance effectively across successive quarters.

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Our growth strategy may not achieve the anticipated results.

Our future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, including our ability to:

● expand our customer base; ● increase and retain more qualified agents; ● expand into additional jurisdictions; ● support growth of existing customers; ● continued financial strength and health; ● diversify into additional related businesses; ● improve our technological capabilities; ● ensure skilled and well-trained employees and agents; ● enhance our platforms; and ● selectively pursue acquisitions.

● continued financial strength and health; ● diversify into additional related businesses; ● improve our technological capabilities; ● ensure skilled and well-trained employees and agents; ● enhance our platforms; and ● selectively pursue acquisitions.

There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments which may result in short-term costs without generating any current revenue and therefore may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to effectively manage rapid growth in our business.

We anticipate that growth in demand for our services will place significant demands on our operational infrastructure. The scalability and flexibility of our platform depends on the functionality of our technology and network infrastructure and its ability to handle increased traffic and demand for bandwidth. We anticipate that growth in the number of customers using our platform and the number of requests processed through our platform will increase the amount of data that we process. Any problems with the transmission of increased data and requests could result in harm to our brand or reputation. Moreover, as our business grows, we will need to devote additional resources to improving our operational infrastructure and continuing to enhance its scalability in order to maintain the performance of our platform.

As we grow, we will be required to continue to improve our operational and financial controls and reporting procedures and we may not be able to do so effectively. Furthermore, some members of our management do not have significant experience managing a large national business operation, so our management may not be able to manage such growth effectively. In managing our growing operations, we are also subject to the risks of over-hiring and/or overcompensating our employees and over-expanding our operating infrastructure. As a result, we may be unable to manage our expenses effectively in the future, which may negatively impact our gross profit or operating expenses.

As we continue to grow and develop the infrastructure of a public company, we must effectively integrate, develop and motivate a growing number of new employees. In addition, we must preserve our ability to execute quickly, further developing our platform and implementing new features and initiatives. As a result, we may find it difficult to maintain our corporate culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to recruit and retain personnel, to continue to perform at current levels or to execute on our business strategy effectively and efficiently.

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To grow our business, we will continue to depend on relationships with third parties, such as insurance companies, financial institutions and lenders.

To grow our business, we will continue to depend on relationships with third parties, such as insurance companies, financial institutions and lenders. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be effective in providing incentives to third parties to favor their products or services over ours. In addition, acquisitions our partners by our competitors could result in a decrease in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our applications by potential customers. Although we do maintain a few fixed-term contracts with lending partners, we cannot assure you that we can renew them once they expire, or we can renew them with the term we desire. Even though our business does not substantially depend on any particular third-party lending partner, if we are unsuccessful in establishing and maintaining our relationships with third parties, or if these third parties are unable or unwilling to provide services to us, our ability to compete in the marketplace or to generate revenue could be impaired, and its results of operations may suffer. Even if we are successful, we cannot be sure that these relationships will result in increased customer usage of its services or increased revenue.

Our insurance business is highly regulated, and statutory and regulatory changes may materially adversely affect our business, financial condition and results of operations.

Life insurance statutes and regulations are generally designed to protect the interests of the public and policyholders. Those interests may conflict with the interests of our shareholders. Federal and provincial insurance laws regulate all aspects of our Canadian insurance business. Changes to federal or provincial statutes and regulations may be more restrictive than current requirements or may result in higher costs, which could materially adversely affect our business, financial condition and results of operations. If the Office of the ~~Superintendent~~ Superintendent of Financial Institutions (“~~OFSI~~OSFI”) determines that our corporate actions do not comply with applicable Canadian law, Pineapple Insurance could face sanctions or fines, and be subject to increased capital requirements or other requirements. If OSFI ~~determines~~ determines Pineapple Insurance is not receiving adequate support from Pineapple under applicable Canadian law, Pineapple Insurance may be subject to increased capital requirements or other requirements deemed appropriate by OSFI.

If there are extraordinary changes to Canadian statutory or regulatory requirements, we may be unable to fully comply with or maintain all required insurance licenses and approvals and the regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our insurance activities or impose fines or penalties on us, which could materially adversely affect our business, financial condition and results of operations. We cannot predict with certainty the effect any proposed or future legislation or regulatory initiatives may have on the conduct of our business.

We may be subject to fraudulent activity that may negatively impact our operating results, brand and reputation.

Fraudulent activity could negatively impact our operating results, brand, and reputation, and cause the use of our products and services to decrease. We are subject to the risk of fraudulent activity associated with handling borrower or lending partner information. Our resources, technologies and fraud detection tools may be insufficient to accurately detect and prevent fraud. A significant increase in fraudulent activities could negatively impact our brands and reputation, discourage lending partners from collaborating with us, reduce the total amount of loans originated by lending partners, and lead us to take additional steps to reduce fraud risk, which could increase our costs. High profile fraudulent activity could even lead to regulatory intervention and may divert our management’s attention and cause us to incur additional expenses and costs. Although we have not experienced any material business or reputational harm as a result of fraudulent activities in the past, we cannot rule out the possibility that fraudulent activities may materially and adversely affect our business, financial condition, and results of operations in the future.

We may experience security breaches that could result in the loss or misuse of data, which could harm our business and reputation.

We operate in an industry that is prone to cyber attacks. Failure to prevent or mitigate security breaches and improper access to or disclosure of our data or customer data, could result in the loss or misuse of such data, which could harm our business and reputation. The security measures we have integrated into our internal networks and platform, which are designed to prevent or minimize security breaches, may not function as expected or may not be sufficient to protect our internal networks and platform against certain attacks. In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently. As a result, we may be unable to anticipate these techniques or implement adequate preventative measures to prevent an electronic intrusion into our networks.

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If a security breach were to occur, as a result of third-party action, employee error, breakdown of our internal security processes and procedures, malfeasance or otherwise, and the confidentiality, integrity or availability of our customers’ data was disrupted, we could incur significant liability to our customers, and our platform may be perceived as less desirable, which could negatively affect our business and damage our reputation.

Our platform may be subject to distributed denial of service attacks (“DDoS”), a technique used by hackers to take an internet service offline by overloading its servers, and we cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. In addition, computer malware, viruses, and hacking and phishing attacks by third parties are prevalent in our industry.

Moreover, our platform could be breached if vulnerabilities in our platform or third-party applications are exploited by unauthorized third parties or due to employee error, breakdown of our internal security processes and procedures, malfeasance, or otherwise. Further, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information or otherwise compromise the security of our internal networks and electronic systems in order to gain access to our data or our customers’ data. Since techniques used to obtain unauthorized access change frequently and the size and severity of DDoS attacks and security breaches are increasing, we may be unable to implement adequate preventative measures or stop DDoS attacks or security breaches while they are occurring.

Any actual or perceived DDoS attack or security breach could damage our reputation and brand, expose us to a risk of litigation and possible liability and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the DDoS attack or security breach. Some jurisdictions have enacted laws requiring companies to notify individuals and authorities of data security breaches involving certain types of personal or other data and our agreements with certain customers and partners require us to notify them in the event of a security incident. Any of these events could harm our reputation or subject us to significant liability, and materially and adversely affect our business and financial results.

Our software systems may contain errors, defects or security vulnerabilities that could interrupt operations or materially impact our ability to originate, monitor or service customer accounts or comply with contractual obligations.

We are dependent upon the successful and uninterrupted functioning of our computer and data processing systems and software including ~~MyPineapple~~Pineapple Plus as well as the customized software developed by us as part of our third-party underwriting services. These software and systems may contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released.

The failure or unavailability of these systems could interrupt operations or materially impact our ability to originate, monitor or service customer accounts or comply with contractual obligations to third parties. If sustained or repeated, a system failure or loss of data could negatively affect our operating results. In addition, we depend on automated software to match the terms of our liabilities and asset maturities. If such software fails or is unavailable on a prolonged basis, we could be required to manually complete such activities, which could have a material adverse effect on our business, financial condition and results of operations.

Since our customers use our services for decisions that are critical to their financial well-being, errors, defects, security vulnerabilities, service interruptions or software bugs in our platform could result in losses to our customers. Customers may seek significant compensation from us for any losses they suffer or cease conducting business with us altogether. Further, a customer could share information about bad experiences on social media, which could result in damage to our reputation and loss of future sales. There can be no assurance that provisions typically included in our agreements with our customers that attempt to limit its exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage its reputation and brand, making it harder for us to sell its solutions.

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If we fail to protect the privacy and personal information of our customers, agents or employees, we may be subject to legal claims, government action and damage to its reputation.

Our operations are dependent on our information systems and the information collected, processed, stored, and handled by these systems. We rely heavily on our computer systems to manage our platform. Throughout our operations, we receive, retain and transmit certain confidential information, including personally identifiable information that our customers provide to purchase services, interact with our personnel, or otherwise communicate with us. In addition, for these operations, we depend in part on the secure transmission of confidential information over public networks. Our information systems are subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer viruses, internet access failures, security breaches, including credit card or personally identifiable information breaches, coordinated cyber-attacks, vandalism, catastrophic events and human error. Although we deploy a layered approach to address information security threats and vulnerabilities, including ones from a cyber security standpoint, designed to protect confidential information against data security breaches, a compromise of our information security controls or of those businesses with whom we interact, which results in confidential information being accessed, obtained, damaged, or used by unauthorized or improper persons, could harm our reputation and expose us to regulatory actions and claims from customers and other persons, any of which could adversely affect our business, financial position, and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, we may not be able to anticipate these techniques or to implement adequate preventative measures. In addition, a security breach could require that we expend substantial additional resources related to the security of information systems and disrupt our businesses.

We may need to develop new products and services and rapid technological change could harm our business, results of operations and financial condition.

We operate in a competitive industry characterized by rapid technological change and evolving industry standards. Our ability to attract new customers and generate revenue from existing customers will depend largely on its ability to anticipate industry standards and trends, respond to technological advances in its industry, and to continue to enhance existing services or to design and introduce new services on a timely basis to keep pace with technological developments and ~~its~~our customers’ increasingly sophisticated needs. The success of any enhancement or new services depends on several factors, including the timely completion and market acceptance of the enhancement or new services. Any new service we develop or acquires might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our competitors implements new technologies before we are able to implement them, those competitors may be able to provide more effective services than us at lower prices. Any delay or failure in the introduction of new or enhanced services could harm our business, results of operations and financial condition.

Our services are expected to embody complex technology that may not meet those standards, changes and preferences. Our ability to design, develop and commercially launch new services depends on a number of factors, including, but not limited to, its ability to design and implement solutions and services at an acceptable cost and quality, its ability to attract and retain skilled technical employees, the availability of critical components from third parties, and its ability to successfully complete the development of services in a timely manner. There is no guarantee that we will be able to respond to market demands. If we are unable to effectively respond to technological changes, or fails or delays to develop services in a timely and cost-effective manner, its services may become obsolete, and we may be unable to recover its development expenses which could negatively impact sales, profitability and the continued viability of its business.

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The failure by us to sustain or increase its current level of mortgage origination from independent mortgage brokers could have a material adverse effect on our business, financial condition and results of operations.

Our mortgage operations are dependent on a network of mortgage brokers. The mortgage brokers with whom we do business with are not contractually obligated to do business with us. Further, our competitors also have relationships with the same brokers and actively compete with us in our efforts to expand our broker network and originate mortgage loans. We may find it difficult to attract new mortgage business from this network of brokers, or sustain current levels, to meet our needs. The failure by us to sustain or increase its current level of mortgage origination from these sources could have a material adverse effect on our business, financial condition and results of operations.

Increases in interest rates may have an adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders.

Rising interest rates generally reduce the demand for credit, including mortgages, increase the cost of borrowing and may discourage potential borrowers from purchasing new properties, refinancing their existing mortgages or obtaining cash to retire other debt. Consequently, we may originate fewer mortgages, or a lower dollar amount of mortgages, in a period of rising interest rates. Increases in interest rates may also cause a lack of liquidity among Pineapple’s institutional investors, potentially reducing the number of mortgages such purchasers would otherwise buy. Increases in interest rates may have an adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders. However, rising interest rates may also result in a decrease in prepayments on mortgages, which could result in an increase in the number of mortgages under our administration which would increase the amount of funds received from servicing these mortgages. We believe rising interest rates are currently at a stage that is close to its maturity level and that core inflation is being contained with the prices of the goods such as groceries and natural gas not decreasing. As a result, we believe that the Bank of Canada intends to bring core inflation down to a manageable level and is looking at increasing the interest rates further. If the cycle is almost at maturity, as we believe it is, however, it may take six to nine months to stabilize and possibly a year to return to pre-Covid 19 levels.

In periods of declining interest rates, prepayments on mortgages tend to increase as a result of borrowers taking advantage of lower interest rates to refinance higher interest rate mortgages, or as a result of borrowers purchasing new properties and prepaying their existing mortgages. However, a reduction in the number of mortgages under our administration would result in a decrease in the amount of funds received from servicing these mortgages and may have an adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders.

If any of information from third parties is misrepresented and the misrepresentation is not detected before mortgage funding, the value of the mortgage may be significantly lower than expected.

Upon originating a new mortgage application, we assess and determine which institutional or non- institutional mortgage provider would accept the application. This application is then submitted as soon as practical for final approval and underwriting. These mortgages are then deemed to be “placed” with said lending institution. We place the mortgages that we originate as soon as is practicable after committing to the mortgages. Mortgage placements are made under agreements with institutional investors and securitization conduits which are, in many respects, favorable to the mortgage purchaser. When placing mortgages, we make a variety of customary representations and warranties regarding itself, our mortgage origination activities and the mortgages that are placed. These representations and warranties survive for the life of the mortgages and relate to, among other things, compliance with laws, mortgage underwriting and origination practices and standards, the accuracy and completeness of information in the mortgage documents and mortgage files, and the characteristics and enforceability of the mortgages. In many cases, these provisions do not have any cure periods and are not subject to any materiality threshold.

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Through our mortgage origination and underwriting processes, we attempt to verify that our mortgages are originated and underwritten in accordance with the applicable requirements and comply with representations and warranties made by us. There can be no assurance, however, that we will not make mistakes or that certain employees or brokers will not deliberately violate our underwriting or other policies, and breaches of representations and warranties may occur from time to time.

When we send mortgage originations to the lender partners to be funded, we rely heavily upon information supplied by third parties including the information contained in the mortgage application, property appraisal, title information and employment and income documentation. If any of this information is misrepresented and the misrepresentation is not detected before mortgage funding, the value of the mortgage may be significantly lower than expected. Whether the mortgage applicant, the mortgage broker, another third party or one of our employees makes a misrepresentation, we generally bear the risk of loss associated with the misrepresentation. A mortgage subject to a misrepresentation may be unsaleable in the ordinary course of business or may be subject to repurchase or substitution if it is sold before detection of the misrepresentation or may require us to indemnify the mortgage purchaser. The persons and entities that made a misrepresentation are often difficult to locate and it may be difficult to collect from them any monetary losses we may have suffered. While we have controls and processes designed to help it identify misrepresented information in its mortgage origination operations, there can be no assurance these controls and processes have detected or will detect all misrepresented information.

Global economy risk may negatively impact our business operations and our ability to raise capital.

The mortgage financing industry in Canada continued to benefit from historically low and stable interest rates in the past as homeowners took advantage of these rates with purchasing, repurchasing, and refinancing. Due to global inflationary pressures, Central banks all over the world are adjusting the interest rates upward to address this. There is a risk that an increase in interest rates could slow the pace of property sales and adversely affect growth in the mortgage market, which could adversely affect our operations and stated growth initiatives. A decline in general economic conditions could also cause default rates to increase as creditworthiness decreases for borrowers. This could have a material adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders.

In addition, there are economic trends and factors that are beyond our control, which may affect our operations and business. Such trends and factors include adverse changes in the conditions in the specific markets for our services, the conditions in the broader market for residential mortgages and the conditions in the domestic or global economy generally. Although our performance is affected by the general condition of the economy, not all of its service areas are affected equally. It is not possible for management to accurately predict economic fluctuations and the impact of such fluctuations on performance. There is no guarantee that the revenue, asset and profit growth that we have historically generated will continue or that any of our targets for distributable cash or other performance expectations will be achieved.

The volatility of global capital markets over the past several years has generally made the raising of capital by equity or debt financing more difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, we are subject to liquidity risks in meeting its operating expenditure requirements and future cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability to raise equity or obtain loans and other credit facilities in the future and on terms favorable to us and our management. If these levels of volatility persist or if there is a further economic slowdown, our operations, our ability to raise capital and the trading price of our securities could be adversely impacted.

With inflation now under control, the economic outlook in Canada has improved significantly. After peaking at 8.1% in mid-2022, inflation has steadily declined and is currently within the Bank of Canada’s target range of 2-3%. In response, the Bank of Canada reduced the policy interest rate by 1.25% during 2024, bringing the rate down to 3.75%, with further reductions expected in the near future. These reductions, combined with recent government initiatives such as the introduction of 30-year amortizations, an increased mortgage insurance price cap of $2 million, and incentives for secondary suite construction, are creating a more favorable environment for Canadian borrowers.

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The decrease in interest rates has eased mortgage qualification requirements, improved affordability and boosting loan originations. Additionally, government measures to unlock public land for affordable housing and encourage development through taxation of vacant land further contribute to a positive outlook for the housing and mortgage markets. Pineapple Financial Inc. is well-positioned to leverage these favorable conditions, supporting borrowers with innovative solutions and capitalizing on renewed growth opportunities in the housing sector.

A decline in the global macroeconomic outlook, including as a result of Russia’s invasion of Ukraine and the threat, or outbreak of more widespread armed conflict in Eastern Europe would cause financial market activity to continue to decrease, which could negatively affect the Company’s revenues.

The current year has been marked by significant market volatility and uncertainty. We believe that continued economic growth will be dependent on a number of factors, including, but not limited to, the continued positive trajectory of the course of the pandemic, a moderation of the pace of inflation and supply chain issues that developed during 2021, and the nature, magnitude, and duration of hostilities stemming from Russia’s invasion of Ukraine, including the effects of sanctions and retaliatory cyber attacks on the world economy and markets. Beginning in November 2021, Russia began to amass troops along the Ukrainian border, heightening military tensions in Eastern Europe. In February 2022, Russia sent troops into pro-Russian separatist regions in Ukraine. The U.S. and/or other countries, including Canada and Israel may impose sanctions or other restrictive actions against governmental or other entities in Russia. The long-term impacts of the conflict between these nations remains uncertain.

Widespread concern or doubts in the market about the pace or ability of normal economic activity to resume, the potential for prolonged conflict in Ukraine or the broader outbreak of armed conflict in Eastern Europe, the pace, impact, or effectiveness of the actions by governments and centrals banks intended to manage the rate of inflation through interest rate increases and the termination of the quantitative easing program, or the efficacy or adequacy of government measures enacted to support the domestic and global economy, could erode the outlook for macroeconomic conditions, economic growth, and business confidence, which could negatively impact the Company.

The current levels of volatility in global markets due to market participants’ reactions to, and uncertainty surrounding, the magnitude and timing of government and central bank action to be taken in response to heightened inflation, as well as Russia’s invasion of Ukraine. This volatility has resulted in a decline in the level of activity in the financial markets. Continued market volatility or uncertainty related to actions taken or to be taken by central banks, a decline in the global macroeconomic outlook, including as a result of Russia’s invasion of Ukraine and the threat, or outbreak of more widespread armed conflict in Eastern Europe would cause financial market activity to continue to decrease, which could negatively affect the Company’s revenues. In addition, global macroeconomic conditions and Canadian, Israeli and U.S. financial markets remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political or social unrest or financial uncertainty in the United States and the European Union, complications involving terrorism and armed conflicts around the world, or other challenges to global trade or travel.

In addition, the past outbreak of COVID-19, and any future emergence and spread of similar pathogens, could have a material adverse impact on global economic conditions, which may adversely impact: the market price of the Common Shares, our operations, our ability to raise debt or equity financing, and the operations of our business partners, contractors and service providers.

Changes in regulatory legislation or the interpretation thereof, or the introduction of any new regulatory requirements could have a negative effect on us and our operating results.

We are currently regulated under mortgage broker, lending and other legislation in all of the jurisdictions in which it conducts business and is licensed or registered in those jurisdictions where licensing or registration is required by law. Changes in regulatory legislation or the interpretation thereof, or the introduction of any new regulatory requirements could have a negative effect on us and our operating results. There are different regulatory and registration requirements in each of the jurisdictions in Canada. We are registered in the jurisdictions in which we conduct business, however, we may voluntarily seek additional registration in respect of its activities or from time to time regulators may adopt a different view that may require us to seek additional registration. Failure to be appropriately registered could result in enforcement action and potential interruption of certain of our servicing or other activities and may result in a default under servicing agreements. This could have a material adverse effect on our business, financial condition and results of operations.

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The real estate brokerage industry is highly competitive which could have a material adverse effect on our business, financial condition and results of operations..

Our products compete with those offered by banks, insurance companies, trust companies and other financial services companies. Some of these competitors are better capitalized, hold a larger percentage of the Canadian mortgage market, have greater financial, technical and marketing resources than we do and have greater name recognition than the Pineapple brand. We experience competition in all aspects of our business, including price competition. If price competition increases, we may not be able to raise the interest rates we charge in response to a rising cost of funds or may be forced to lower the interest rates that we are able to charge borrowers, which has the potential to reduce the value of the mortgages we place with institutional mortgage purchasers or securitization vehicles. Price-cutting or discounting may reduce profits. This could have a material adverse effect on our business, financial condition and results of operations and on the amount of cash available for dividends to shareholders.

A failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations and financial condition.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our estimates and forecasts relating to the size and expected growth of its target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. We must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its services to materialize as a result of competition, technological change or other factors could have a material adverse effect on our business, results of operations and financial condition.

Reputation loss may result in decreased customer confidence and an impediment to our overall ability to advance its services with customers, thereby having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

Reputational damage can result from the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views, whether true or not. Reputation loss may result in decreased customer confidence and an impediment to our overall ability to advance its services with customers, thereby having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

28The Company’s intellectual property rights are valuable, and any failure or inability to protect them could adversely affect our business.

The Company’s intellectual property rights are valuable, and any failure or inability to protect them could adversely affect its business.

Our commercial success depends to a significant degree upon its ability to develop new or improved technologies, instruments and services, and to obtain patents and/or industrial designs, where appropriate, or other intellectual property rights or statutory protection for these technologies and products in Canada and the United States. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop new technology that is patentable or protectable. Further, patents issued to us, if any, could be challenged, held invalid or unenforceable, or be circumvented and may not provide us with necessary or sufficient protection or a competitive advantage. Competitors and other third parties may be able to design around our intellectual property or develop a technology forward platform similar to its platform that is not within the scope of such intellectual property. Our inability to secure its intellectual property rights may have a materially adverse effect on its business and results of operations. It is imperative that appropriate licensing agreements be negotiated with thirds parties to ensure protection of all applicable intellectual property.

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Prosecution and protection of the intellectual property rights sought can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. The laws of certain countries may not protect intellectual property rights to the same extent as the laws of Canada or the United States.

We depend on highly skilled personnel to grow and operate ~~its~~our business. If we are not able to hire, retain, and motivate our key personnel, our business may be adversely affected.

Our success is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on our business and prospects. There is no assurance we can maintain the services of its directors, officers or other qualified personnel required to operate our business. As our business activity grows, we will require additional key financial, administrative, and technology personnel as well as additional agents and operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If we are not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on our operations and financial condition.

It may be difficult to enforce civil liabilities under Canadian securities laws.

We and/or our directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

We have assets located outside of Canada, and therefore it may be difficult to enforce judgments obtained by the Company in foreign jurisdictions by Canadian courts. Similarly, to the extent that our assets are located outside of Canada, investors may have difficulty collecting from us any judgments obtained in Canadian courts and predicated on the civil liability provisions of applicable securities legislation. Furthermore, we may be subject to legal proceedings and judgments in foreign jurisdictions and it may be difficult for U.S. stockholders to effect service of process against the officers of the Company.

Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition.

If appropriate opportunities present themselves, we may complete acquisitions that we believe are strategic. We currently have no understandings, commitments or agreements with respect to any material acquisition and no other material acquisition is currently being pursued. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with our current business. The process of integrating an acquired company or assets into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of our business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition.

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Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations.

Effective internal controls are necessary for us to provide reliable financial reports and to help prevent fraud. Although we will undertake a number of procedures and will implement a number of safeguards, in each case, in order to help ensure the reliability of its financial reports, including those imposed on us under Canadian securities law, we cannot be certain that such measures will ensure that we will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause it to fail to meet its reporting obligations. IfFor example, we orhave identified a material weakness in our ~~auditors~~internal ~~discover~~control aover financial reporting. If we are unable to remedy such material weakness, ~~the~~or ~~disclosure of~~our ~~that~~auditors ~~fact~~discover additional material weaknesses, even if quickly remedied, the disclosure of such facts could reduce the market’s confidence in our consolidated financial statements and materially adversely affect the trading price of our Common Shares.

Our management ~~will~~attempts to ensure the accounting cycle, payroll administration, operational activities, and financial reporting controls to assess internal control risks and to ensure proper internal control isare in place; however, there can be no assurance that these efforts will be sufficient or that all risks will be identified or mitigated. ~~The~~A potential risk that flows from the identified deficiencies and weaknesses is the risk of potential fraud. However, the risk of fraud is considered low as management anticipates taking a number of measures as stated above to mitigate the potential risk of fraud, including without limitation: (i) all purchase and payment, including payroll, must be authorized by management; (ii) all capital expenditures must be preapproved by management; (iii) all source documents in any other language other than English must be translated and scanned for accounting entries and recordkeeping purposes; (iv) and almost all of our cash ~~will~~is be deposited with a Canadian bank in Ontario, Canada. Bank statements ~~will~~are be reviewed by the CFO of Pineapple regularly. Our management and Board will continue to monitor our operations of, evaluate the internal controls, and develop measures in the future to mitigate any potential risks and weaknesses.

Canada does not have a system of exchange controls, and control of the Company by “non-Canadians” may be subject to review and further government action.

Canada has no system of exchange controls. There are no Canadian governmental laws, decrees, or regulations relating to restrictions on the repatriation of capital or earnings of the Company to non-resident investors. There are no laws in Canada or exchange control restrictions affecting the remittance of dividends, profits, interest, royalties and other payments by the Company to non-resident holders of the ~~Common Shares, except as discussed below under “Certain~~ ~~Canadian Federal Income Tax Consequences to Holders of our~~ Common Shares ~~that are Non-Resident in Canada”~~.

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require that a “non-Canadian” not acquire “control” of the Company without prior review and approval by the Minister of Innovation, Science and Economic Development. The acquisition of one-third or more of the voting shares of the Company would give rise a rebuttable presumption of the acquisition of control, and the acquisition of more than fifty percent of the voting shares of the Company would be deemed to be an acquisition of control. In addition, the Investment Canada Act provides the Canadian government with broad discretionary powers in relation to national security to review and potentially prohibit, condition or require the divestiture of, any investment in the Company by a non-Canadian, including non-control level investments. “Non-Canadian” generally means an individual who is neither a Canadian citizen nor a permanent resident of Canada within the meaning of the Immigration and Refugee Protection Act (Canada) who has been ordinarily resident in Canada for not more than one year after the time at which he or she first became eligible to apply for Canadian citizenship, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

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Risks Related to Our Securities

An investment in our securities carries a high degree of risk and should be considered as a speculative investment.

An investment in our securities carries a high degree of risk and should be considered as a speculative investment. We have a limited history of earnings, a limited operating history, have not paid dividends, and are unlikely to pay dividends in the immediate or near future. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment in our securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment our securities.

The market price of our Common Shares may be highly volatile, and you could lose all or part of your investment.

The trading price of our Common Shares is likely to be volatile. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated ownership of our Common Shares among our executive officers, directors and greater than 5% stockholders. As a result of our small public float, our Common Shares may be less liquid and have greater stock price volatility than the common shares of companies with broader public ownership.

Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

	●	whether we achieve our anticipated corporate objectives;

	●	changes in financial or operational estimates or projections;

	●	termination of the lock-up agreement or other restrictions on the ability of our stockholders to sell shares after this offering; and

	●	general economic or political conditions in the United States or elsewhere.

In addition, the stock market in general has recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Shares. This volatility may prevent you from being able to sell your Common Shares at or above the price you paid for them. If the market price of our Common Shares after this offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

We may, in the future, issue additional Common Shares or other securities, which would reduce investors’ percent of ownership and dilute our share value.

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders’ voting power and reduce future potential earnings per Common Share. We may sell additional equity securities in subsequent offerings (including through the sale of securities convertible into Common Shares) and may issue additional equity securities to finance our operations, acquisitions or other business projects. We cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per Common Share.

Subject to the terms of our ~~Articles~~constating ofdocuments ~~Incorporation~~ and Canadian securities law, we are not restricted from issuing additional Common Shares or securities similar to the Common Shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Shares. The market price of the Common Shares could decline as a result of sales of Common Shares, sales of other securities made after this offering, or as a result of the perception that such sales could occur. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings. Thus, holders of the Common Shares bear the risk of our future offerings reducing the market price of the Common Shares and diluting their holdings in the Common Shares.

31Future Equity Issuances and Digital-Asset-Linked Financings May Dilute Existing Shareholders and Affect the Market Price of Our Common Shares

WeThe Company ~~have~~has ~~never~~entered ~~paid~~into, ~~dividends~~and onmay in the future enter into, additional financing arrangements that could result in the issuance of a substantial number of Common Shares. During fiscal 2025 and subsequent to our ~~capital~~fiscal year-end, Pineapple Financial Inc. completed ~~stock~~the Private Placement of Subscription Receipts, and wegranted dowarrants ~~not~~to ~~anticipate~~Meteora ~~paying~~Strategic ~~any~~Capital ~~dividends~~LLC in connection therewith, each of which may be exchangeable or exercisable for Common Shares once specified escrow and regulatory conditions are met. If all such securities are converted or exercised, the ~~foreseeable~~number ~~future~~of outstanding Common Shares would increase materially, resulting in dilution of existing shareholders’ voting and economic interests.

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In addition, the Company has entered into the ELOC Purchase Agreement with White Lion Capital LLC for a discretionary equity line of credit of up to US $250 million. Although the facility has not yet been registered with the SEC and no shares have been issued, the Company may, upon effectiveness of a registration statement and subject to market conditions, sell shares to White Lion from time to time. Any such sales could create downward pressure on the market price of the Company’s Common Shares, particularly if large volumes are issued or perceived to be available for resale.

While these arrangements strengthen liquidity and support the Company’s growth initiatives, they also expose shareholders to potential future dilution and share-price volatility. The market price of the Company’s Common Shares may fluctuate based on expectations regarding the timing, scale, or pricing of any future equity issuances under these or similar facilities.

Digital-Asset Treasury and Market-Value Volatility Could Adversely Affect Our Financial Position and Liquidity

As part of its long-term capital strategy, the Company established its Treasury Strategy, which includes holdings of primarily Injective (INJ) tokens acquired in connection with the Private Placement and other related transactions. While these assets are intended to generate on-chain yield in the form of staking rewards and support future digital-finance initiatives, they expose the Company to risks not typically associated with traditional financial instruments.

The market for digital assets such as INJ is highly volatile and subject to rapid and material fluctuations in value due to regulatory changes, technology vulnerabilities, network-level disruptions, and shifts in market sentiment. A significant decline in INJ token prices would reduce the carrying value of the Company’s digital-asset holdings and collateral base, potentially resulting in impairment charges or the need to post additional collateral under certain custodial or trading arrangements.

In addition, the Company’s INJ assets are held in escrow and staking programs administered by third-party asset managers. The Company’s access to these assets is therefore limited until escrow-release conditions are satisfied and may also be restricted by lock-up or yield-program requirements. Any delays, contractual restrictions, or security incidents affecting these custodial arrangements could adversely impact the Company’s liquidity and ability to deploy funds for operations or growth initiatives.

Although management has begun implementing procedures to monitor counterparty, custody, and market-price risk, and is in the process of developing a comprehensive treasury reserve policy, there can be no assurance that such measures will prevent losses or liquidity constraints arising from future market volatility or regulatory developments affecting digital-asset markets.

We have never paid dividends on our Common Shares and we do not anticipate paying any dividends in the foreseeable future.

To date, we have not paid any dividends on our outstanding Common Shares and do not currently have a policy with respect to the payment of dividends or other distributions. We do not currently pay dividends and do not intend to pay dividends in the foreseeable future. Any decision to pay dividends on the Common Shares of the Company will be made by the Board on the basis of the Company’s earnings, financial requirements and other conditions. See “Dividend Policy”.

We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Common Shares less attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act. For as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of this offering, however, our status would change more quickly if we have more than US$1.235 billion in annual revenue, if the market value of our Common Shares held by non-affiliates equals or exceeds US$700 million as of June 30 of any year, or we issue more than US$1.0 billion of non-convertible debt over a three-year period before the end of that period.

Investors could find our Common Shares less attractive if we choose to rely on these exemptions. If some investors find our Common Shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Common Shares and our share price may be more volatile.

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For as long as we are an “emerging growth company”, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of this offering. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.

If we ~~identify~~are unable to remedy the material weaknesses in our internal control over financial reporting that have been identified, or if we identify additional material weaknesses in the future, or if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.

We are a “smaller reporting company” and, even if we no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either: (i) the market value of our ~~common~~Common Shares ~~shares~~ held by non-affiliates does not equal or exceed $250 million as of the prior June 30th; or (ii) our annual revenues did not equal or exceed $100 million during such completed fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make the comparison of our financial statements with other public companies difficult or impossible.

32We may be unable to provide current and timely disclosure as a reporting company under Section 12 of the Exchange Act.

~~Our~~We are ~~management~~required ~~team~~to ~~will~~provide ~~have~~current ~~broad~~and ~~discretion~~timely disclosure, including financial information, as a reporting company under Section 12 of the Exchange Act. We have in the past, and may again in the future, be unable to ~~use~~meet these obligations on a timely basis. For example, we did not timely file our Form 10-Q for the ~~net~~period ~~proceeds~~ended ~~from~~November ~~this~~30, ~~offering~~2024, ~~and~~our ~~its~~Form ~~investment~~10-K offor the year ended August 31, 2024, or our Form 10-K for the year ended August 31, 2025. While these ~~proceeds~~reports ~~may~~were outstanding, investors and shareholders did not ~~yield~~have acomplete ~~favorable~~and ~~return~~current business and financial information about the Company, including audited annual and unaudited quarterly financial information. ~~They~~Delays in our periodic reporting could recur and may ~~invest~~impair investor confidence, increase our cost of capital, and negatively affect the liquidity ~~proceeds~~and trading price of ~~this~~our ~~offering~~common stock, and no assurances can be provided that we will be able to comply with our reporting obligations in ~~ways~~the future. Failure to comply with reporting obligations could subject us to possible regulatory action by the SEC, including the issuance of comment letters, enforcement proceedings, trading suspensions, or, in severe cases, deregistration of our securities, which could ~~investors~~adversely ~~disagree~~affect our business and our results of operations. In addition, future filing delays could result in breaches under contractual arrangements, limitations on our ability to access the capital markets, increased audit and compliance costs, and the diversion of management’s attention from operating the business.

Our management team will have broad discretion in the application of the net proceeds from this offering and could spend or invest the proceeds in ways with which our shareholders disagree. Accordingly, investors will need to rely on our management team’s judgment with respect to the use of these proceeds. We intend to use the proceeds from this offering in the manner described in the section entitled “Use of Proceeds.” The failure by management to apply these funds effectively could negatively affect our ability to operate and grow our business.

We cannot specify with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering. In addition, the amount, allocation and timing of our actual expenditures will depend upon numerous factors. Accordingly, we will have broad discretion in using these proceeds. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

It is not possible to predict the actual number of shares we will sell under the EPA to the Selling Shareholder or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the EPA with the Selling Shareholder.

Effective as of May 10, 2024, we entered into the EPA with the Selling Shareholder, pursuant to which the Selling Shareholder has committed to purchase up to $15,000,000 of shares of the Company’s Common Shares, subject to certain limitations and conditions set forth in the EPA. The Company’s Common Shares that may be issued under the EPA may be sold by us to the Selling Shareholder at our discretion from time to time.

We generally have the right to control the timing and amount of any sales of our Common Shares to the Selling Shareholder under the EPA. Sales of the Company’s Common Shares, if any, to the Selling Shareholder under the EPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Shareholder all, some or none of the Company’s Common Shares that may be available for us to sell to the Selling Shareholder pursuant to the EPA.

Because the purchase price per share to be paid by the Selling Shareholder for the Company’s Common Shares that we may elect to sell to the Selling Shareholder under the EPA, if any, will fluctuate based on the market prices of the Company’s Common Shares prior to each issuance made pursuant to the EPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of the Company’s Common Shares that we will sell to the Selling Shareholder under the EPA, the purchase price per share that the Selling Shareholder will pay for shares purchased from us under the EPA, or the aggregate gross proceeds that we will receive from those purchases by the Selling Shareholder under the EPA, if any.

Moreover, although the EPA provides that we may sell up to an aggregate of $15,000,000 of shares of the Company’s Common Shares to the Selling Shareholder, only 12,400,110 shares of the Company’s Common Shares are being registered for resale under the registration statement that includes this prospectus. If we elect to sell to the Selling Shareholder all of the 12,400,110 shares of the Company’s Common Shares being registered for resale under this prospectus, depending on the market price of the Company’s Common Shares prior to each advance made pursuant to EPA, the actual gross proceeds from the sale of all such shares may be substantially less than the $15,000,000 available to us under the EPA, which could materially adversely affect our liquidity.

If it becomes necessary for us to issue and sell to the Selling Shareholder under the EPA more than the 12,400,110 shares of the Company’s Common Shares being registered for resale under this prospectus in order to receive aggregate gross proceeds equal to $15,000,000 under the EPA, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Shareholder of any such additional shares of the Company’s Common Shares we wish to sell from time to time under the EPA, which the SEC must declare effective. Any issuance and sale by us under the EPA of the Company’s Common Shares in addition to the 12,400,110 shares of the Company’s Common Shares being registered for resale by the Selling Shareholder under the registration statement that includes this prospectus could cause additional dilution to our stockholders.

We are not required or permitted to issue any shares of the Company’s Common Shares under the EPA if such issuance would breach our obligations under the rules or regulations of NYSE American. In addition, the Selling Shareholder will not be required to purchase any shares of the Company’s Common Shares if such sale would result in the Selling Shareholder’s beneficial ownership exceeding 4.99% of the then issued and outstanding shares of the Company’s Common Shares. Our inability to access a part or all of the amount available under the EPA, in the absence of any other financing sources, could have a material adverse effect on our business.

If we fail to maintain compliance with the continued listing requirements of the NYSE American, the Common Shares may be delisted from the NYSE American, which would result in a limited trading market for our Common Shares and make obtaining future debt or equity financing more difficult for the Company.

There is no assurance that we will be able to continue to maintain our compliance with the NYSE American continued listing requirements. The closing price of our Common Shares on ~~June~~December 174, ~~2024~~ 2025 as reported by the NYSE American was $03.9669. ~~The~~A a company listed on NYSE American ~~need~~must to have a $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. If we fail to do so, our securities would cease to be eligible for trading on the NYSE American and they would likely be traded on the over-the-counter markets. As a result, selling our securities could be more difficult because smaller quantities of shares or warrants would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers would bear certain regulatory burdens which may discourage broker-dealers from effecting transactions in the securities and further limit the liquidity of the securities. These factors could result in lower prices and larger spreads in the bid and ask prices for the securities. Such delisting from the NYSE American and continued or further declines in the share price of the securities could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

If our Common Shares were to be delisted from the NYSE American, they may become subject to the SEC’s “penny stock” rules.

The closing price of our Common Shares on ~~August~~December 314, ~~2024~~ 2025 as reported by the NYSE American was $03.8869. ~~The~~A a company listed on NYSE American need to have $1.00 minimum share closing price for a period of 30 consecutive trading days in order to meet NYSE American listing standards. Delisting from the NYSE American may cause the securities of the Company to become subject to the SEC’s “penny stock” rules. The SEC generally defines a penny stock as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. One such exemption is to be registered on a national securities exchange, such as the NYSE American. Therefore, if the Common Shares were to be delisted from the NYSE American, the securities of the Company could become subject to the SEC’s “penny stock” rules. These rules require, among other things, that any broker engaging in a purchase or sale of our securities provide its customers with: (i) a risk disclosure document, (ii) disclosure of market quotations, if any, (iii) disclosure of the compensation of the broker and its salespersons in the transaction, and (iv) monthly account statements showing the market values of our securities held in the customer’s accounts. A broker would be required to provide the bid and offer quotations and compensation information before effecting the transaction. This information must be contained on the customer’s confirmation. Generally, brokers are less willing to effect transactions in penny stocks due to these additional delivery requirements. These requirements may make it more difficult for shareholders to purchase or sell the Common Shares of the Company. Since the broker, not us, prepares this information, we would not be able to assure that such information is accurate, complete or current.

3431

~~Substantial~~Table ~~future sales~~ of ~~Common Shares could cause the market price of our Common Shares to decline.~~Contents

~~We are contractually obligated to prepare and file~~CAUTIONARY ~~with~~NOTE ~~the~~REGARDING ~~SEC~~FORWARD-LOOKING multiple registration statements providing for the resale of the substantial majority of the outstanding Common Shares. Pursuant to the EPA, we may issue and sell up to $15 million of Common Shares to the Selling Shareholder. The price at which we may issue and sell shares will be 95% of the lowest daily volume weighted average price of the Company’s Common Shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date, in each case as reported by Quotestream or other reputable source designated by the Selling Shareholder (the “Market Price”). Assuming that (a) we issue and sell the full $15 million of Common Shares under the EPA to the Selling Shareholder, (b) no beneficial ownership limitations, and (c) purchase price for such sales is $1.00 or $3.00 per share, such additional issuances would represent in the aggregate approximately 15,000,000 or 5,000,000 additional Common Shares, respectively, or approximately 63% or 36% of the total number of Common Shares outstanding as of the date hereof, after giving effect to such issuance. If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares, or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof. Assuming a (i) Market Price of $ 0.92, (ii) no beneficial ownership limitations, and (iii) the receipt of stockholder approval to exceed the exchange cap, we may issue up to 13,169,492 Common Shares, which would reflect approximately 150% of the outstanding shares of our Common Shares as of the date hereof after giving effect to such issuances.STATEMENTS

~~The~~This prospectus ~~Market~~contains ~~Price~~“forward-looking ofstatements.” ~~our~~Forward-looking ~~Common~~statements ~~Shares~~reflect onthe ~~August~~current ~~31, 2024,~~view ~~was~~about $0future events.~~88.~~ When ~~Assuming~~used in this isprospectus, the ~~Market~~words ~~Price~~“anticipate,” ~~used~~“believe,” as“estimate,” a“expect,” “future,” ~~basis~~“intend,” ~~for~~“plan” or the ~~calculations~~negative ~~for~~of ~~the~~these ~~put~~terms ~~notice~~and ~~under~~similar ~~the~~expressions, ~~EPA~~as they relate to us or our management, ~~the~~identify ~~price~~forward-looking ~~per~~statements. Such statements include, but are not limited to, statements contained in ~~share~~this ~~for~~prospectus ~~sales~~relating to ~~the~~our ~~Selling~~business ~~Shareholder~~strategy, ~~would~~our befuture $0operating results and liquidity and capital resources outlook.84 ~~(95%~~Forward-looking statements ofare ~~the~~based ~~Market~~on ~~Price)~~our current expectations and assumptions regarding our business, the economy and weother ~~would~~future beconditions. ~~able~~Because forward-looking statements relate to ~~sell~~the ~~269~~future,~~480~~ ~~shares~~they are subject to ~~the~~inherent uncertainties, risks and changes in circumstances that ~~Selling~~are ~~Shareholder~~difficult ~~(with~~to ~~beneficial~~predict. ~~ownership~~Our ~~limit),~~actual ~~and~~results ~~receive~~may ~~gross~~differ ~~proceeds~~materially offrom ~~$226,363~~those contemplated by the forward-looking statements. ~~Such~~They ~~number~~are neither statements of ~~shares~~historical ~~would~~fact ~~comprise~~nor ~~approximately 19~~guarantees of assurance of future performance.~~99%~~ We caution you therefore against relying on any of ~~our~~these ~~issued~~forward-looking ~~and~~statements. ~~outstanding~~Important ~~Common~~factors ~~Shares,~~that ~~which~~could ~~would~~cause ~~result~~actual results to differ materially from those in ~~additional~~the ~~dilution~~forward-looking statements ofinclude, ~~our~~without ~~shareholders.~~limitation:

~~Furthermore, while certain of the Selling Holders~~● ~~may experience a positive rate of return based on the current trading price of~~ our ~~Common~~ability ~~Shares, the public stockholders may not experience a similar rate of return on the securities they purchased due~~ to ~~differences~~effectively inoperate ~~the purchase prices paid by the public stockholders and the Selling Shareholder and the current trading price of~~ our ~~Common~~business ~~Shares. The Selling Shareholder will be able to sell all of their Common Shares for so long as the registration statement of which this prospectus forms a part is available for use.~~segments;

~~Investors~~● our ~~who~~ability ~~buy~~to ~~shares~~manage atour ~~different~~research, ~~times will~~development, ~~likely~~expansion, ~~pay~~growth ~~different~~and ~~prices.~~operating expenses;

~~Pursuant to the EPA, we will have discretion, subject~~● toour ~~market~~ability ~~demand,~~ to ~~vary~~evaluate ~~the timing, prices~~ and ~~numbers~~measure ~~of shares sold to Selling Shareholder. If and when we do elect to sell shares of~~ our ~~Common Shares to Selling Shareholder pursuant to the EPA~~business, ~~after~~prospects ~~Selling Shareholder has acquired such shares, Selling Shareholder may resell all, some or none of such shares at any time or from time to time in its discretion~~ and atperformance different prices. As a result, investors who purchase shares from Selling Shareholder in this offering at different times will likely pay different prices for those shares and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Selling Shareholder in this offering as a result of future sales made by us to Selling Shareholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to Selling Shareholder under the EPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Selling Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.metrics;

IN● our ~~ADDITION~~ability TOto ~~THE ABOVE RISKS~~compete, ~~BUSINESSES~~directly ~~ARE OFTEN~~and ~~SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING~~indirectly, ~~POTENTIAL~~and ~~INVESTORS~~succeed ~~SHOULD~~in ~~KEEP~~a INhighly ~~MIND THAT~~competitive ~~OTHER~~and ~~POSSIBLE~~evolving ~~RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.~~industry;

35● our ability to respond and adapt to changes in technology and customer behavior;

~~SPECIAL NOTE~~● ~~REGARDING~~our ~~FORWARD-LOOKING~~ability ~~STATEMENTS~~to protect our intellectual property and to develop, maintain and enhance a strong brand;

~~This prospectus contains “forward-looking statements.”~~● Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate to us or our ~~management,~~ability ~~identify forward-looking statements. Such statements, include, but are not limited~~ to, ~~statements~~implement ~~contained in this prospectus relating to~~ our ~~business~~digital ~~strategy,~~asset ~~our~~treasury future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:strategy;

● the ~~our ability to effectively operate our business segments; ● our ability to manage our research~~volatility, ~~development,~~liquidity ~~expansion, growth~~ and ~~operating~~price ~~expenses; ● our ability to evaluate and measure our business, prospects and~~ performance ~~metrics;~~of ●INJ ~~our ability to compete, directly~~ and ~~indirectly,~~any and succeed in a highly competitive and evolving industry; ● our ability to respond and adapt to changes in technology and customer behavior; ● our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and ● other ~~factors~~digital ~~(including~~assets ~~the~~held ~~risks contained~~ in ~~the section of this prospectus entitled “Risk Factors”) relating to~~ our ~~industry, our operations and results of operations.~~treasury;

● the depth, stability and reliability of digital asset markets, including trading venues;

● our reliance upon third parties and exposure to counterparty risks;

● risks from network outages, congestion or other disruptive events impacting INJ;

● uncertainty regarding laws, regulations and enforcement priorities relating to digital assets;

● concentration risk arising from holding a significant portion of treasury assets in INJ or related instruments;

● macroeconomic, interest rate and liquidity conditions impacting digital asset markets and investor sentiment;

● the risk that assets we hold, or our activities, could be deemed subject to additional regulatory regimes;

● market integrity risks in digital asset markets, including the prevalence of fraud and manipulation;

● the acceptance, adoption and usage of INJ and the Injective network;

● competition from alternative digital assets and shifts in user, developer or institutional participation;

● other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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USE OF PROCEEDS

~~We estimate~~All ~~that the net proceeds to us from this offering, (assuming no sale~~ of ~~any Pre-Funded Units, and no exercise of~~ the ~~Warrants~~Common ~~issued in~~Shares ~~connection~~offered ~~with~~by the ~~offering),~~Selling ~~based~~Stockholders onpursuant anto ~~assumed~~this ~~public~~prospectus ~~offering~~will ~~price~~be ofsold ~~$0.2843~~or ~~per~~disposed ~~share (the last reported sale price~~ of ~~the Common~~by ~~Stock on~~ the ~~NYSE~~Selling ~~American on April 22, 2025), will be approximately $4.525 million, after deducting Placement Agent fees~~Stockholders ~~and other estimated offering expenses payable by us~~ for ~~this~~their ~~offering~~respective accounts. We ~~intend~~will tonot ~~use~~receive ~~the~~any ~~net~~ proceeds from the sale ofor ~~our~~other ~~securities by~~disposition usof inthe ~~this~~Common ~~offering~~Shares ~~for~~covered ~~general corporate purposes, including working capital and investments~~hereby.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Shares are listed on the NYSE American under the symbol “PAPL.”

As of ~~March~~December 3112, 2025, 91,~~692~~345,~~020~~941 Common Shares were issued and outstanding and were held by 9799 shareholders of record.

We also have ~~outstanding~~:

	●	1,737,570 warrants outstanding
	●	400,000 pre-funded warrants outstanding

●	162,963 warrants outstanding

●	100,219 stock options outstanding

●	46,437 Restricted Stock Units outstanding

DIVIDEND POLICY

We have not, since the date of our incorporation, declared or paid any dividends or other distributions on our Common Shares, and do not currently have a policy with respect to the payment of dividends or other distributions. We do not currently pay dividends and do not intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of the Company and its subsidiaries, as applicable and such other factors as its directors consider appropriate.

~~CAPITALIZATION~~33

~~The~~Table ~~following table sets forth our cash and consolidated capitalization as~~ of ~~February 28, 2025:~~Contents

●

On an actual basis; and

●

on a as adjusted basis giving effect to the sale of 17,587,055 Units (assuming no sale of Pre-Funded Units and no exercise of the Warrants issued in connection with this offering) by us in this public offering at an assumed public offering price of $0.2843 per Unit (the last reported sale price of our Common Shares on the NYSE American on April 22, 2025), after deducting the Placement Agent fees and offering expenses paid by us.

The as adjusted amounts shown below are unaudited and represent management’s estimate. The information in this table should be read in conjunction with and is qualified by reference to the financial statements and notes thereto and other financial information incorporated by reference into this prospectus supplement.

	As of February 28, 2025
	Actual			As Adjusted
Cash	$	493,607		$	5,143,607
Shareholders’ equity (deficit):
Common Shares	$	9,108,915		$	13,758,915
Additional paid-in capital	$	3,138,772		$	3,138,772
Accumulated other comprehensive loss	$	(496,066	)	$	(496,066	)
Accumulated deficit	$	(11,011,964	)	$	(11,011,964	)
Total shareholders’ equity	$	739,657		$	5,389,657
Total capitalization	$	1,233,264		$	5,883,264

Except as otherwise indicated, this information assumes no exercise of any outstanding options or exercise of any outstanding warrants.

DILUTION

If you invest in the Shares in this offering, you will experience dilution to the extent of the difference between the price per Share you pay in this offering and the net tangible book value per share of our common shares immediately after this offering. As of February 28, 2025, we had a net tangible book value of approximately $0.74 million or $0.0763 per common share, based upon 9,692,020 Common Shares outstanding on such date. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of common shares outstanding.

After giving effect to the sale of 17,587,055 Units in this offering (assuming no sale of Pre-Funded Units and no exercise of the Warrants issued in connection with this offering) at an assumed offering price of $0.2843 per Unit (the last reported sale price of our Common Stock on the NYSE American on April 22, 2025) less estimated placement agent fees and offering expenses of approximately $350,000 for net proceeds of approximately $4,650,000, our as adjusted net tangible book value as of February 28, 2025 would have been $5,389,657 or approximately $0.1976 per Common Share. This represents an immediate increase in pro forma net tangible book value per share of $0.1213 to the existing stockholders and an immediate dilution in pro forma net tangible book value per share of $0.0867 to new investors who purchase Units in the offering. The following table illustrates this per share dilution to new investors:

Offering price per common share			$	0.2843
Net tangible book value per share as of February 28, 2025	$	0.0763
Increase in net tangible book value per share attributable to this offering	$	0.1213
As adjusted net tangible book value per share as of February 28, 2025, after giving effect to this offering			$	0.1976
Dilution in as adjusted net tangible book value per share to investors participating in this offering			$	0.0867

The number of shares of Common Stock expected to be outstanding after this offering is based on 9,692,020 shares outstanding as of February 28, 2025.

Except as otherwise indicated, the information in this prospectus supplement assumes no exercise of any outstanding options or exercise of any outstanding warrants.

To the extent that options or warrants are exercised, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section headed “Selected Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Executive Summary

We are a fintech company based in Ontario, Canada. Our tech-driven businesses focus on mortgages and insurance. Our goal is to provide clients with an industry-leading experience through our trusted digital solutions, which are simple and fast.

Recent Developments

Business Trends

~~During~~Throughout fiscal ~~2022 and 2023~~2025, the ~~Bank~~Canadian ofmortgage ~~Canada~~market ~~implemented multiple~~continued ~~increases~~ to ~~the~~adjust ~~prime~~following ~~rate~~the inBank ~~response~~of toCanada’s ~~heightened~~multi-stage ~~inflationary~~monetary ~~pressures,~~policy ~~resulting~~easing that inbegan ~~a significant rise~~ in ~~mortgage interest rates. In~~ mid-2024,. ~~the~~The Bank ofreduced ~~Canada~~its ~~began~~benchmark ~~easing~~overnight ~~monetary~~rate ~~policy,~~by ~~reducing~~a ~~the~~cumulative ~~policy~~225 ~~rate~~basis bypoints ~~1.75%~~through inSeptember an2025, ~~effort~~ helping to stabilize ~~the~~borrowing ~~economy~~ costs and gradually improve affordability in several regional housing ~~affordability~~markets. While ~~this~~these ~~policy~~rate ~~shift~~reductions ~~has~~provided meaningful ~~helped~~relief ~~improve~~to ~~consumer sentiment~~borrowers, ~~elevated~~overall ~~interest~~mortgage ~~rates,~~origination ~~coupled~~volumes ~~with renewed~~remained ~~economic~~below ~~uncertainty,~~pre-2022 ~~including~~levels ~~emerging~~due ~~U.S.~~to ~~tariff~~lingering ~~threats~~affordability constraints, limited ~~continue~~housing tosupply, ~~weigh~~and ~~heavily~~sustained onlender ~~the Canadian economy~~prudence.

~~These external pressures have heightened market volatility,~~Within ~~slowed~~this ~~cross-border investment activity~~environment, renewal and ~~increased~~refinance ~~caution~~activity ~~among~~continued ~~Canadian~~to ~~businesses~~represent ~~and consumers. As~~ a ~~result,~~larger ~~Pineapple~~proportion ~~Financial Inc.~~of ~~has~~total ~~continued to experience suppressed~~ mortgage ~~origination volumes~~transactions, ~~with~~while ~~overall~~new-purchase originations ~~real~~grew ~~estate~~at ~~and~~a ~~lending~~more ~~activity~~measured ~~remaining below pre-2022 levels~~pace. ~~Although~~Despite ~~early~~these ~~signs of recovery are evident~~headwinds, ~~future~~Pineapple ~~growth~~Financial ~~remains~~Inc. ~~dependent~~remained onresilient ~~macroeconomic~~and ~~stability,~~continued ~~interest~~to ~~rate~~expand ~~trends,~~its ~~and~~operational ~~the resolution of international trade uncertainties~~footprint.

~~Summary~~The Company also advanced its technology capabilities through continued development of ~~the~~its ~~Six~~proprietary ~~months~~Pineapple Plus platform, including ~~Ended~~upgraded ~~February~~workflow 28automation tools, ~~2025Financial~~enhanced CRM features, and ~~Operational~~integrated ~~Highlights~~insurance and financial-product modules. These improvements contributed to higher productivity per agent and stronger client engagement, even in a subdued housing market. In addition, the Company’s investments in data-driven marketing and digital lead-generation tools supported stable fee-based revenues during the year.

~~During~~Early fourth-quarter ~~the~~indicators ~~six-month~~reflected ~~period ended~~increased ~~February~~application ~~28,~~activity ~~2025,~~and welead ~~originated~~generation ~~$690.002~~driven ~~million~~primarily inby ~~residential~~renewal ~~mortgage~~and ~~loans~~refinance transactions, positioning ~~representing~~the anCompany ~~increase~~to ofbenefit ~~$121.481~~from ~~million~~a ~~or 17.61%~~gradual ~~compared~~recovery toin ~~the~~mortgage ~~$568.521~~activity ~~million~~as ~~originated~~interest ~~during~~rates ~~the~~normalize ~~same~~and ~~period~~borrower inconfidence ~~the~~continues to ~~prior~~improve ~~year~~heading into fiscal 2026.

~~Our net loss for the period~~Summary ~~was $1.166 million, reflecting an improvement~~ of ~~$0.375 million, or 24.33%, compared to a net loss of $1.541 million in~~ the ~~six~~Year ~~months ended~~Ended ~~February~~August 2931, ~~2024~~2025. ~~The improvement in net results is primarily attributable to higher loan origination volumes and ongoing cost management initiatives.~~

~~The Company’s functional~~During ~~currency~~the isfiscal ~~the~~year ~~Canadian~~ended ~~dollar~~August ~~(CAD)~~31, ~~while~~2025, ~~its~~we ~~reporting~~generated ~~currency~~approximately is$1.599 ~~the~~billion ~~U.S.~~in ~~dollar~~residential ~~(USD)~~mortgage loan originations, compared to $1.529 ~~During~~billion in the ~~reporting~~prior ~~period~~fiscal year ended August 31, ~~the~~2024. ~~CAD~~This ~~depreciated by~~represents an ~~average~~increase of ~~3.41%~~$70 ~~compared~~million, toor ~~the~~approximately ~~average~~4.6 ~~CAD/USD~~percent year ~~exchange~~over ~~rate~~year, ~~during~~driven ~~the~~primarily ~~same~~by ~~period~~higher inrenewal ~~the~~and ~~prior~~refinance ~~year~~volumes, ~~which~~improved ~~had~~broker aproductivity, ~~modest~~and ~~impact on~~continued ~~the~~adoption ~~translation~~ of ~~financial~~our Pineapple ~~results~~Plus digital platform.

Our net loss for the year ended August 31, 2025, was approximately $3.538 million, compared to a net loss of $4.093 million for the prior fiscal year. The year-over-year improvement in net loss primarily reflects higher funded mortgage volumes, efficiency gains from technology investments, and disciplined cost management, partially offset by continued expenditures in platform development, compliance enhancements, and strategic growth initiatives.

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Key Performance Indicators

As part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance. ~~For example, we~~ We can evaluate our ability to generate revenue by monitoring our loan production KPIs and comparing our performance to ~~that of~~ the mortgage origination market. Additionally, we use KPIs related to our technology setup and underwriting processes to assess our performance further.

	Six months period Ended February 28,
	Year ended August 31,
	2025		2024		2023
Mortgage volume		~~811~~1,~~483~~598,~~270~~776,840		~~697~~1,~~411~~528,~~000~~926,510		~~650~~1,~~664~~398,~~000~~464,338
Gross billing		817,~~648~~431,~~249~~300		716,~~358~~264,172		715,~~938~~026,~~884~~896
Commission expense		715,~~813~~826,~~115~~657		614,~~740~~895,~~307~~885		713,~~129~~931,~~867~~836
Net sales revenue		~~835~~1,~~134~~604,644		~~617~~1,~~864~~368,287		~~809~~1,~~017~~095,060
Underwriting revenue		57,707		73,781		-
Insurance		197,852		-		-
Subscription revenue		368,119		378,632		164,692
Underwriting revenue		125,828		153,757		148,080
Other income		251,276		282,581		361,193
Subscription revenue		750,042		738,697		736,708
Other income		308,458		428,246		522,416

	Three months ended
	February 29, 2025		February 29, 2024		February 28, 2023
Mortgage volume		386,325,122		314,963,000		267,901,000
Gross billing		4,242,341		3,484,852		3,581,771
Commission expense		3,821,489		3,140,234		3,374,690
Net sales revenue		420,852		344,618		207,081
Underwriting revenue		30,364		31,675		-
Subscription revenue		185,939		195,387		102,399
Other income		106,154		213,189		184,011

Our sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income.

39Gross Billing:

The Company earns revenue from its mortgage brokerage operations based on commissions received from financial institutions with whom it has contractual arrangements. Gross ~~Billing~~billing ~~Revenue:~~represents the total commission earned from lending institutions on funded mortgage transactions. As the Company engages licensed mortgage agents and brokers who are responsible for originating and closing mortgage transactions, a significant portion of the gross billing is paid out as commissions and referral fees to those agents. Accordingly, the Company presents revenue on a net basis, calculated as gross billing less commissions and payouts to mortgage agents, as the Company acts as an agent in these arrangements.

~~Gross~~Under ASC ~~billing~~606, ~~revenue~~Revenue ~~refers to commissions collected~~ from ~~financial~~Contracts ~~institutions~~ with ~~which~~Customers, the Company ~~has~~evaluates contracts. The Company’s gross billing is based on a percentage of the mortgage amount funded between individuals referred by the Company and the financial institutions providing the mortgage. We serve as an agent in these transactions by offering a platform for other parties to deliver services to the end-user. For each contract ~~with~~to aidentify ~~customer, the Company identifies the contract, recognizes the~~ performance obligations, ~~determines~~determine the transaction price, ~~for~~allocate ~~each distinct performance obligation based on~~ the ~~relative~~transaction ~~stand-alone selling~~ price ofto the ~~goods~~performance ~~or services to be delivered~~obligations, and ~~acknowledges~~recognize revenue when ~~each performance~~control ~~obligation is fulfilled in a manner that reflects the transfer~~ of ~~goods or services promised to~~ the ~~customer. The Company~~promised ~~recognizes revenue when: there is a contract with a lender party and agent broker, the contract specifies the use of the platform~~ service to ~~finalize a mortgage deal, the mortgage deal~~ is ~~completed~~transferred ~~with the lending financial institution, and commissions are paid by the lending institution based on various criteria of the mortgage deal, including but not limited~~ to ~~interest rates available at that time, term, seasonality, collateral, income, purpose, and so forth. Revenue is measured at~~ the ~~fair value of the consideration received or receivable, representing amounts due for services provided in the normal course of business~~customer. ~~Revenue is recognized at the end of the transaction upon the completion of all the actions listed above. A typical transaction incurs a commission fee payable to Pineapple Financial Inc.~~

For each mortgage transaction, revenue is recognized when:

	●	A binding contract exists between the borrower, the mortgage agent, and the lending institution;
	●	The Company provides access to, and support through, its technology platform to facilitate the mortgage transaction;
	●	The mortgage loan is funded by the lender; and
	●	The Company’s commission from the lender becomes fixed and collectible.

The Company’s performance obligation is satisfied at a point in time, when the mortgage is funded and all platform-related services for that transaction have been completed. Revenue is measured as the net amount retained by the Company after remitting the applicable commission and referral fees to mortgage agents and sub-brokers.

This net revenue reflects the Company’s role as an intermediary providing technology infrastructure, compliance oversight, and workflow support, rather than acting as the primary obligor in the mortgage funding transaction.

Table of Contents

Subscription Revenue:

Users ~~can~~ access and use our technology platform, ~~MyPineapple~~ Pineapple Plus, for a flat monthly service fee of $~~107~~145.00 In exchange for this fee, ~~MyPineapple~~ users ~~gain~~of Pineapple Plus have access to a network management system that ~~enables~~allows them to perform back- office procedures more efficiently and effectively. This platform ~~allows~~will enable them to process the ~~previously mentioned~~ deal, ~~prepare~~described itabove prepare, and complete the package for submission to ~~the~~be ~~financial~~funded ~~institution~~by ~~for~~the financial ~~funding~~institution. We have a ~~robust~~strong user base ~~that~~, which has experienced significant growth since our inception. Revenue is recognized at the beginning of the month when ~~users~~a ~~are~~user is invoiced and ~~pay~~pays the fee.

Underwriting Fee:

Users can optionally use our expert risk pre-assessment service, which assists them in pre-underwriting their loans before submission to a lender for approval and funding. This service significantly reduces the time for the lender partners’ assessment of the deal. For mortgages of $~~395~~179,~~450~~575 and ~~greater~~less, we charge an underwriting fee of $~~356~~251; for mortgages ~~lesser~~greater than $~~395~~179,~~450~~575, the Company charges an underwriting fee of $~~249~~359. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately 40% of the deals originated by users are using this service. This program is intended to further increase the number of deals and improve the services offered.

Insurance commission Revenue:

The Company earns insurance commission revenue through Pineapple Insurance, which acts as a broker for third-party insurance carriers. When customers purchase insurance policies through our platform, the Company receives commissions from the insurance providers based on premiums written. The Company acts as a principal in these transactions because it is responsible for sourcing customers, facilitating the placement of insurance products, and managing the full service process. Commission revenue is recognized at the point in time when the underlying insurance policy becomes effective and our performance obligations are satisfied. Insurance commission revenue is presented net of referral fees, agent commissions, and other consideration payable to mortgage agents or third-party partners, as these amounts represent direct transaction-related costs. Renewal commissions are recognized only when they become fixed and determinable based on confirmation from the insurance carriers.

Other Income:

Other income includes a technology setup fee and sponsorship fee.

Components of operating expenses

Our operating expenses, as presented in the statement of operations data, include salaries, commissions and team member benefits, general and administrative expenses, marketing and advertising expenses, and others.

Salaries and commissions and team member benefits

All payroll expenses include our team members’ salaries, commissions, and benefits.

Selling, general and administrative expenses

Selling, general and administrative expenses include software subscriptions, license fees, professional services, marketing expenses, and other operating expenses.

Share-based compensation

Share-based compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation—-Stock Compensation.

~~Comparison of the six months years ended February 28, 2025 and February 29, 2024~~36

Period Ended	February 28, 2025 ($)			February 29, 2024 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Gross Billing		9,325,350			8,093,164			1,232,186			15.23
Commission		7,813,115			6,740,307			1,072,808			15.92
Revenue		1,512,236		$	1,352,858			159,378			11.78
Expenses
Selling, general and administrative		995,190			1,031,947			(36,757	)		(3.56	)
Advertising and Marketing		326,945			404,017			(77,072	)		(19.08	)
Salaries, wages and benefits		828,764			1,186,316			(357,552	)		(30.14	)
Interest expense and bank charges		273,812			49,881			223,931			448..93
Depreciation		429,645			315,184			114,461			36.32
Government Incentive		(48,518	)		(80,334	)		31,816			(39.60	)
Total expense		2,805,838		$	2,907,011			(101,173	)		(3.48	)
Loss from operations		(1,293,602	)		(1,554,153	)		260,551			(16.76	)
Foreign exchange gain (loss)		4,021			10,772			(6,751	)		(62.67	)
Gain(loss) on change in fair value of warrant liability		35,591			12,685			22,906			180.05
Loss before income taxes		(1,253,990	)	$	(1,530,696	)		276,706			(18.08	)
Loss after income taxes		(1,253,990	)		(1,530,696	)

Table of Contents

Comparison of the ~~three months~~ years ended ~~February~~August 2831, 2025 and ~~February 29,~~ 2024

Period Ended	February 28, 2025 ($)			February 29, 2024 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Year Ended	August 31, 2025 ($)			August 31, 2024 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Gross Billing		4,518,505			3,779,563			738,942			19.55
Revenue		2,986,823			2,688,987			297,836			11.08
Commission		3,775,196			3,135,578			639,618			20.40
Revenue		743,309		$	784,869			(41,560	)		(5.30	)
Expenses
Selling, general and administrative		~~572~~2,~~853~~253,944			~~592~~2,~~202~~382,225			(19128,~~349~~281	)		(35.2738	)
Advertising and Marketing		57669,~~101~~482			~~150~~860,~~597~~047			(93190,~~496~~565	)		(6222.0816	)
Salaries, wages and benefits		~~391~~1,~~418~~645,024			~~541~~2,~~062~~436,783			(~~149~~791,~~644~~759	)		(2732.6649	)
Interest expense and bank charges		~~100~~336,~~005~~115			2893,~~450~~472			71242,~~555~~643			~~251~~259.5159
Depreciation		~~242~~862,~~181~~104			~~160~~838,~~999~~843			8123,~~182~~261			502.4277
Government Incentive		(21,301	)		(29,109	)		7,808			(26.82	)
Share-based compensation		235,006			-			235,006			100.00
Total expense		1,342,257		$	1,444,201			(101,944	)		(7.06	)
Government incentive		(70,555	)		(97,646	)		27,091			(27.74	)
Loss from operations		(598,948	)		(659,332	)		60,384			9.16
Loss on disposal of asset		3,596			-			3,596			100.00
Foreign exchange gain (loss)		(969	)					(969	)
Total expense		5,934,716			6,513,724			(578,008	)		(8.89	)
Gain(loss) on change in fair value of warrant liability		4,468			1,876			2,592			138.14
Loss from operations		(2,947,893	)		(3,824,737	)		876,844			(22.93	)
Loss before income taxes		(595,449	)	$	(657,456	)		62,007			(9.43	)
(Loss) Gain on extinguishment of liability		-			(156,339	)		156,339			100
Loss after income taxes		(595,449	)		(657,456	)
Foreign exchange gain (loss)		10,133			(38,836	)		48,969			(126.09	)
Gain(loss) on change in fair value of warrant liability		(608,537	)		63,769			(672,306	)		(1,054.28	)
Gain(loss) on change in fair value of conversion feature liability		-			76,543			(76,543	)		(100.00	)
Accretion expense		-			(223,059	)		223,059			100.00
Financing cost - Warrant issue		(164,280	)		-			(164,280	)		(100.00	)
Other income		72,113			-			72,113			100.00
Net loss		(3,638,465	)		(4,102,659	)		464,194			(11.31	)

41Revenue

~~Revenue~~Gross billings increased from $16.264 million for the fiscal year ended August 31, 2024, to $17.431 million for the fiscal year ended August 31, 2025, representing a year-over-year increase of approximately 7.18%. This growth was primarily driven by a moderate recovery in mortgage origination activity, improved renewal and ~~Cost~~refinance ~~Analysis~~volumes, and higher agent productivity. The Bank of Canada’s continued monetary easing, reducing the policy rate from 5.00% in mid-2024 to 3.25% by August 31, 2025, contributed to improved affordability and renewed consumer confidence, though housing market activity remained below pre-2022 levels.

~~For~~Revenue for the ~~six-month~~year ~~period~~ ended ~~February~~August 2831, 2025, ~~gross~~was ~~billings increased to~~ $92.33987 million, upcompared ~~from~~to $82.09689 million for the ~~same~~year ~~period~~ended inAugust ~~the~~31, ~~prior year~~2024, representing aan 15increase of $297,836, or 11.2308% year-over-year ~~growth~~. ~~This~~The increase ~~reflects~~was ~~continued~~primarily ~~resilience~~driven inby ~~the~~stronger ~~Company’s~~net ~~core operations~~mortgage-brokerage revenue, ~~despite~~supported ~~ongoing~~by ~~macroeconomic challenges~~higher infunded ~~the~~volumes ~~real~~and ~~estate~~improved agent productivity. Subscription revenue and ~~mortgage~~underwriting ~~sectors.~~fees ~~Although~~remained ~~the~~stable, reflecting ~~Bank~~continued adoption and usage of ~~Canada~~the ~~began~~Company’s ~~reducing~~Pineapple ~~policy~~Plus ~~rates~~platform. inThe ~~mid-2024~~overall togrowth ~~counter~~in ~~inflationary~~revenue demonstrates the ~~pressures,~~resilience of the ~~housing~~Company’s ~~market~~core ~~recovery~~operations ~~remains~~despite ~~gradual,~~ongoing ~~impacting~~softness ~~overall~~in ~~transaction~~the ~~volumes~~Canadian real estate market and tighter lending conditions.

~~Commission expense, which~~Cost ~~primarily reflects payments to mortgage agents, rose proportionately to $7.81 million, compared to $6.74 million in the prior-year period, increase~~ of ~~15.92%.~~Gross The rise is consistent with the increase in gross billings and reflects the Company’s continued engagement with high-volume agents who operate at slightly lower margins but contribute to greater top-line activity.Billing

~~Revenue~~The cost ~~for~~of ~~the~~gross ~~period~~billing, represented primarily by commission expense, increased to from $114.51896 million, upin ~~from~~fiscal 2024 to $115.35 827 million in fiscal 2025, ~~representing~~reflecting ana 116.7825% increase year-over-year. ~~The~~This increase was ~~driven~~consistent bywith ahigher ~~strategic~~funded ~~focus~~mortgage volumes onand ~~enhancing~~the ~~profitability~~Company’s ~~through~~strategic ~~selective~~focus ~~onboarding~~on ofsupporting high-~~margin~~volume agents. ~~and~~While ~~reallocation~~these ofagents ~~resources~~typically tooperate ~~more~~at ~~profitable~~lower ~~channels.~~commission margins, ~~These~~they ~~efforts~~generate ~~supported~~higher aoverall ~~favorable~~transaction ~~shift~~throughput, inleading ~~the~~to ~~revenue~~higher ~~mix~~aggregate ~~and~~commission ~~improved gross margin performance~~payouts.

~~Margin~~The Company ~~Improvements~~continues ~~and~~to balance growth in gross billings with disciplined cost management through enhanced automation, centralized underwriting, ~~Operational~~and ~~Efficiency~~agent-performance analytics to improve profitability margins over time.

Despite pressure on margins from high-volume agent engagement, the Company successfully maintained a healthy balance between scale and profitability. Gross margin for the six-month period remained stable due to improved internal cost controls, a continued push toward technology-enabled service delivery, and enhanced software tools that support agent productivity and customer retention.37

~~The~~Table ~~Company’s~~of ability to generate positive revenue growth while managing commission expenses reflects a disciplined operational approach focused on long-term sustainable growth. Management remains focused on maintaining margin strength while positioning the Company for continued scale as market conditions gradually improve.Contents

Quarterly Revenue Performance

For the three-month period ended February 28, 2025, gross billings increased to $4.52 million, compared to $3.78 million during the same period in the prior year, reflecting a 19.55% year-over-year increase. This growth was largely driven by increased market activity early in the quarter as consumer confidence improved following gradual interest rate reductions by the Bank of Canada. However, the market continued to experience periods of volatility, limiting consistent transaction flow.

Commission Expense

Commission expense, which is directly correlated with transaction volume, increased by 20.40% to $3.78 million, up from $3.14 million in the prior-year quarter. The increase is attributable to the Company’s continued reliance on high-volume agents to drive top-line growth. While this model supports scale, it also results in higher commission costs due to the lower-margin nature of these transactions.

Revenue and Margin Impact

Despite the increase in gross billings, revenue declined by 5.30%, totaling $743,309 for the quarter compared to $784,869 in the same quarter last year. The decline in revenue, despite higher transaction volume, reflects a shift in mix toward lower-margin agents and transactions. The increase in commission costs outpaced the growth in gross billings, compressing margins during the quarter.

The Company continues to evaluate agent performance and is taking strategic steps to balance volume growth with profitability by selectively onboarding high-margin agents and optimizing transaction quality over quantit

Selling, General and Administrative Expenses.

	Six months period ended
Period Ended	February 28, 2025 ($)		February 29, 2024 ($)		Increase/ (Decrease) ($)			Increase/ (Decrease) %
Software subscription		449,845		402,289		47,556			11.82
Office and general		82,638		34,154		48,484			141.96
Professional fee		60,688		192,405		(131,717	)		(68.46	)
Dues and subscription		199,336		152,441		46,895			30.76
Rent		85,304		98,078		(12,774	)		(13.02	)
Consulting fee		29,604		24,474		5,130			20.96
Travel		23,247		86,049		(62,802	)		(72.98	)
Donations		784		4,646		(3,862	)		(83.13	)
Lease expense		1,430		6,333		(4,903	)		(77.42	)
Insurance		62,314		31,078		31,236			100.51
		995,190		1,031,947		(36,757	)		(3.56	)

The breakdown of selling, general and administrative expenses are as follows:

Selling, General, and Administrative Expenses

Year Ended	August 31, 2025 ($)		August 31, 2024 ($)		Increase/ (Decrease) ($)			Increase/ (Decrease) %
Software subscription		747,234		898,870		(151,636	)		(16.87	)
Office and general		206,180		199,756		6,424			3.22
Professional fee		291,084		414,482		(123,398	)		(29.77	)
Dues and subscription		612,476		269,106		343,370			127.60
Rent		210,206		207,560		2,646			1.27
Consulting fee		58,890		62,598		(3,708	)		(5.92	)
Travel		33,289		160,643		(127,355	)		(79.28	)
Donations		788		7,449		(6,661	)		(89.42	)
Lease expense		1,805		71,148		(69,343	)		(97.46	)
Insurance		91,993		90,613		1,380			1.52
		2,253,944		2,382,225		(128,281	)		(5.38	)

~~For the six-month period~~Selling, ~~ended~~General ~~February 28, 2025, selling, general,~~ and ~~administrative~~Administrative (“SG&A”) expenses totaled $995,190, representing a 3.56% decrease compared to $1,031,947 for the same period in the prior year. This decrease reflects the Company’s continued focus on disciplined cost management and operational efficiency, particularly as the business adapts to macroeconomic challenges including slower mortgage origination volumes and broader economic uncertainty.Expenses

~~Software~~Selling, general, ~~Subscriptions~~and administrative (“SG&A”) expenses decreased by $128,281, or 5.38%, from $2,382,225 for the fiscal year ended August 31, 2024, to $2,253,944 for the fiscal year ended August 31, 2025. The reduction reflects the Company’s continued focus on prudent cost management and operational efficiency while maintaining robust support for its national mortgage network and technology-driven growth initiatives. Management implemented targeted efficiency measures, particularly in software, administrative overhead, and travel, without compromising business effectiveness or service quality.

Software ~~subscription expenses~~ increased by $47,556 (11.82%), rising from $402,289 to $449,845. The increase is attributed to the Company’s ongoing investment in digital infrastructure and third-party platform integrations designed to support automation, compliance, and service enhancement. These investments are expected to improve internal productivity and customer satisfaction over the long term.Subscription

Software subscription expenses decreased by $151,636, or 16.87%, to $747,234 in fiscal 2025, primarily reflecting the optimization of technology infrastructure and the consolidation of third-party software tools into the Company’s proprietary Pineapple Plus platform. This reduction demonstrates the Company’s strategic progress toward self-sufficiency and reduced reliance on external software providers.

Office and General

Office and general expenses ~~rose~~ ~~significantly~~increased by $486,~~484~~424, ~~(141~~or 3.9622%), ~~from $34,155~~ to $82206,~~638.~~180 ~~The~~for ~~increase~~fiscal is2025, ~~mainly~~reflecting ~~due~~modest toincreases ~~enhanced~~in administrative ~~operations and~~expenditures ~~infrastructure~~associated ~~upgrades~~with tooperational support ~~growth~~ and ~~internal~~office-related ~~compliance functions, particularly in light of ongoing reporting and public company requirements~~costs.

Professional Fees

Professional fees ~~declined~~ decreased by $~~131~~123,~~717~~398, ~~(68~~or 29.4677%), ~~from~~to $~~192~~291,~~405~~084, indue ~~the prior year~~ to ~~$60,688. The decrease primarily reflects~~ reduced reliance on external ~~legal, accounting,~~advisors ~~and advisory services~~ following the completion of ~~IPO~~post-~~related~~IPO regulatory ~~activities~~and incompliance ~~the prior fiscal period~~activities. The Company ~~continues to~~has ~~optimize~~continued ~~external~~to ~~spend~~strengthen byinternal ~~streamlining~~accounting ~~compliance~~ and legal functions to maintain cost efficiency while ensuring regulatory compliance.

Dues and Subscriptions

Dues and subscriptions increased by $46343,~~895~~370, ~~(30~~or 127.7660%), ~~reaching~~to $~~199~~612,~~336~~476 ~~from~~in ~~$152,441~~fiscal 2025. ~~The~~This increase primarily reflects ~~broader~~higher ~~participation~~listing inand regulatory ~~industry~~compliance ~~groups~~costs ~~and~~associated ~~access~~with tomaintaining ~~platforms and~~the ~~data~~Company’s ~~services~~NYSE ~~aimed~~American atlisting, ~~enhancing~~as ~~market~~well ~~insights~~as ~~and~~expanded ~~maintaining~~use ~~competitive~~of ~~positioning~~data-analytics subscriptions supporting the Pineapple Plus platform.

Rent

Rent expense ~~decreased~~remained ~~modestly~~ consistent, rising slightly by $122,~~774~~646, ~~(13~~or 1.0227%), ~~from $98,078~~ to $85210,~~304~~206, reflecting ~~renegotiated~~stable lease terms and ~~space~~effective ~~optimization initiatives undertaken to align~~space-utilization ~~occupancy costs with current headcount and hybrid work arrangements~~management.

Consulting Fees

Consulting fees ~~increased~~ decreased marginally by $53,~~130~~708, ~~(20~~or 5.9692%), ~~rising from $24,474~~ to ~~$29~~58,~~604~~890, ~~reflecting~~as ~~selective~~the ~~use~~Company ofcontinues ~~third-party~~to ~~expertise~~transition ~~for~~project-based ~~strategic~~consulting ~~initiatives,~~functions ~~offsetting~~to ~~the~~in-house ~~previously higher levels of consulting spend associated with IPO execution~~resources.

Travel

Travel expenses declined ~~sharply~~ significantly by $62127,~~802~~355, ~~(72~~or 79.9828%), ~~from $86,049~~ to $2333,~~247.~~289, ~~The~~as ~~decrease~~management isprioritized ~~primarily~~virtual ~~due~~engagement toand ~~the~~implemented ~~Company’s continued efforts to control~~cost ~~discretionary~~controls ~~spending and the increased adoption of virtual meetings~~ for ~~internal~~non-essential ~~and external collaboration~~travel.

Donations

Donations decreased by $36,~~862 (83.13%)~~661, ~~from~~or $489.42%,~~646~~ to $~~784~~788, inreflecting ~~line with~~ the Company’s ~~current~~ongoing focus on cost~~-reduction~~ ~~strategy~~efficiency and resource reallocation oftoward growth ~~funds~~and ~~toward~~technology ~~operational priorities~~investments.

Lease Expense

Lease expenses ~~expense~~decreased ~~declined~~ by $469,~~903~~343, ~~(77~~or 97.4246%), ~~from $6,333~~ to $1,~~430~~805, asfollowing the ~~Company~~expiration ~~scaled~~of ~~down~~prior-year ~~leased equipment and transitioned to more cost~~short-~~effective~~term ~~arrangements where~~lease ~~possible~~commitments.

Insurance

Insurance expenses increased slightly by $311,~~236~~380, ~~(100~~or 1.5152%), ~~rising from $31,078~~ to $6291,~~314.~~993, ~~The~~due ~~increase reflects adjustments for expanded coverage related~~ to ~~the~~normal ~~Company’s public~~fluctuations ~~company~~in ~~obligations,~~annual ~~including~~premiums ~~director~~ and ~~officer~~policy ~~(D&O) insurance and broader liability protection~~renewals.

Table of Contents

Expenses

	Six months period ended
Year Ended	August 31, 2025 ($)			August 31, 2024 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Period Ended	February 28, 2025 ($)			February 29, 2024 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Advertising and marketing		669,482			860,047			(190,565	)		(22.16	)
Advertising and marketing		326,945			404,017			(77,072	)		(19.08	)
Salaries, wages and benefits		1,645,024			2,436,783			(791,759	)		(32.49	)
Salaries, wages and benefits		828,764			1,186,316			(357,552	)		(30.14	)
Interest expense and bank charges		336,115			93,472			242,643			259.59
Interest expense and bank charges		273,812			49,881			223,931			448.93
Depreciation		862,104			838,843			23,261			2.77
Depreciation		429,645			315,184			114,461			36.32
Share based compensation		235,006			-			235,006			100.00
Government incentive		(4870,~~518~~555	)		(8097,~~334~~646	)		3127,~~816~~091			~~(39~~27.6074	)

Operating Expenses and Other Income

Advertising and Marketing

Advertising and marketing expenses ~~totaled~~decreased by $~~326~~190,~~945~~565, ~~for~~or ~~the six-month period ended February 28~~22.16%, ~~2025,~~from ~~representing a~~ $77860,~~072~~047 ~~(19.08%)~~in ~~decrease~~fiscal ~~from~~2024 to $~~404~~669,~~017~~482 in ~~the~~ ~~prior-year~~fiscal ~~period~~2025. The ~~decline~~decrease reflects ~~the Company’s more targeted and data-driven approach to advertising, as well as~~ a ~~strategic reallocation~~continued ofshift ~~marketing budgets~~ toward ~~lower-~~cost-efficient, ~~higher~~digital-~~impact~~first ~~digital~~marketing ~~channels.~~initiatives ~~While~~and ~~the~~reduced ~~Company~~discretionary ~~remains~~brand-promotion spending. Management focused on targeted agent-acquisition ~~engagement~~ and ~~brand~~retention ~~positioning~~campaigns, ~~this~~which ~~disciplined~~require ~~approach~~lower ~~supports~~cash ~~cost~~investment ~~efficiency~~while ~~without~~maintaining ~~compromising~~brand visibility and market ~~visibility~~engagement.

Salaries, Wages, and Benefits

Salaries, wages, and benefits ~~declined~~ todecreased ~~$828,764,~~by ~~down~~ $~~357~~791,~~552~~759 ~~(30~~or 32.1449%), from $12,~~186~~436,~~316~~783 ~~for~~in ~~the~~fiscal ~~six~~2024 ~~months~~to ~~ended~~$1,645,024 ~~February~~in ~~29,~~fiscal ~~2024~~2025. This ~~The~~ reduction iswas ~~the~~primarily ~~result~~driven ~~of cost~~by ~~optimization~~organizational ~~measures~~streamlining ~~undertaken~~efforts inand ~~response~~the toreallocation ~~broader~~of ~~market~~certain ~~conditions,~~operational ~~including~~functions. aThe decrease ~~leaner~~also ~~organizational~~reflects ~~structure~~improved ~~and~~ workforce efficiency ~~improvements.~~and ~~The~~cost ~~Company~~optimization ~~remains~~initiatives ~~focused~~implemented onduring ~~retaining~~the ~~critical~~year, ~~talent~~with ~~and~~further ~~aligning~~benefits expected ~~compensation~~to ~~practices~~be ~~with~~realized ~~performance and~~in ~~long-term~~future ~~growth strategies~~periods.

Interest Expense and Bank Charges

Interest expense and bank charges increased ~~significantly~~by to $~~273~~242,~~812~~643, ~~compared~~or to259.59%, from $4993,~~881~~472 in ~~the~~fiscal ~~prior-year~~2024 ~~period,~~to ~~reflecting a~~ $~~223~~336,~~931~~115 ~~(448.93%)~~in ~~increase~~fiscal 2025. This ~~rise~~ isincrease primarily reflects ~~due to~~ higher ~~borrowing~~interest costs ~~associated~~arising ~~with~~from ~~the~~short-term ~~Company’s~~financing ~~working~~arrangements ~~capital facilities~~ and ~~interest~~director-~~bearing~~related ~~debt~~loans used to support working-capital ~~instruments~~needs. ~~The~~These ~~increase~~borrowings ~~also~~were ~~reflects~~undertaken ~~broader~~at higher interest ~~rate~~rates ~~trends~~due into ~~the~~prevailing ~~Canadian~~market ~~financial~~conditions, ~~markets~~contributing ~~during~~to the ~~reporting period~~year-over-year increase.

Depreciation

Depreciation expense ~~rose to~~increased slightly by $~~429~~23,~~645~~261, anor ~~increase~~2.77%, offrom $~~114~~838,~~461~~843 ~~(36.32%)~~in ~~compared~~fiscal 2024 to $~~315~~862,~~184~~104 in ~~the~~fiscal ~~six months ended February 29, 2024~~2025. The modest increase iswas ~~mainly~~ driven by ~~the~~continued ~~capitalization~~investment ~~and~~in ~~amortization~~technology ofinfrastructure ~~internally~~and ~~developed~~capitalized software ~~assets~~development ~~and~~that ~~continued~~supports ~~investment in proprietary technology. These enhancements align with~~ the Company’s ~~strategy to strengthen its~~ digital ~~infrastructure~~operating model and ~~deliver~~internal ~~scalable, technology-driven solutions to clients~~systems.

~~Government Incentives~~Share-Based Compensation

~~Government incentive income~~Share-based compensation totaled $48235,~~518,~~006 ~~down~~in ~~from~~fiscal ~~$80~~2025,~~334~~ incompared ~~the~~to ~~prior-year~~nil ~~period,~~in ~~representing~~fiscal ~~a $31,816 (39~~2024.~~60%)~~ ~~decrease.~~ The ~~reduction~~increase isrelates ~~due~~ to the ~~Company’s transition~~issuance toof ~~public~~restricted ~~company~~stock units ~~status~~(“RSUs”) ~~following~~and ~~its~~stock ~~IPO~~options ingranted ~~November~~to ~~2023~~directors, ~~which~~officers, ~~impacts~~and ~~its~~employees ~~eligibility~~during ~~for~~fiscal ~~certain~~2025. ~~Canadian~~These ~~innovation-based tax~~awards ~~credits,~~were ~~including~~issued to ~~SR&ED.~~strengthen ~~The~~retention, ~~Company~~align isemployee ~~actively~~incentives ~~evaluating~~with ~~alternative~~long-term ~~funding~~shareholder ~~sources~~value, toand ~~continue~~support ~~supporting~~the ~~its~~Company’s ~~technology~~compensation strategy ~~and~~as ~~R&D~~a ~~initiatives~~public issuer.

Government Incentive

Government incentives decreased by $27,091, or 27.74%, from $97,646 in fiscal 2024 to $70,555 in fiscal 2025. Incentives continue to reflect refundable credits and minor program support; however, eligibility for certain prior-year scientific research credits declined following the Company’s public listing and reversal of last year excess amount booked.

Table of Contents

Operating Income (Loss)

For the fiscal year ended August 31, 2025, the Company recorded a loss from operations of $2.948 million, compared to a loss of $3.825 million for the fiscal year ended August 31, 2024, representing an improvement of approximately $0.877 million or 22.93% year-over-year.

This improvement primarily reflects:

	●	Higher revenue, which increased by $346,727 (12.89%) driven by stronger funded mortgage volume and stable subscription and underwriting income.
	●	Reductions in selling, general, and administrative expenses, which decreased by $128,281 (5.38%) as the Company continued to implement cost-containment measures, optimize technology usage, and streamline discretionary spending.
	●	Lower salaries, wages, and benefits, which declined by $791,759 (32.49%) following strategic workforce realignment undertaken during the fiscal year.

These favorable impacts were partially offset by increases in certain cost categories, including:

	●	Interest expense and bank charges, which rose by $242,643 (259.59%) due to higher borrowings from third-party lenders and related parties.
	●	Share-based compensation, which totaled $235,006 following the issuance of stock options and RSUs under the Company’s equity incentive plans.

Despite ongoing macroeconomic pressures, including elevated interest rates, slower real estate activity, and muted origination volumes, the Company’s disciplined operational management and targeted cost-efficiency initiatives contributed to a meaningful reduction in operating losses. These measures continue to position the Company for improved financial performance as the mortgage market gradually stabilizes.

Net Loss and Comprehensive Loss

For the fiscal year ended August 31, 2025, the Company reported a net loss of $3.638 million, compared to a net loss of $4.103 million for the fiscal year ended August 31, 2024, representing an improvement of $464,194, or 11.31%.

The narrowing of the net loss reflects:

	●	Higher revenue generation,
	●	Reduced SG&A and personnel-related expenses,
	●	Improved operational efficiencies across the business.

However, several non-operating items offset a portion of these gains:

Fair Value Changes - Warrant Liability

The Company recognized a non-cash loss of $608,537 on the change in fair value of warrant liabilities, compared to a gain of $63,769 in the prior year.

This variance reflects mark-to-market valuation under ASC 480, as the Company classifies its warrants as financial liabilities.

The newly issued warrants were “at the money” at year-end, resulting in a fair-value adjustment loss.

This is a book-only, non-cash adjustment that does not affect operating cash flow.

Table of Contents

Financing Cost - Warrant Issuance

The Company incurred $164,280 in financing costs related to the issuance of warrants associated with certain equity and financing arrangements.

Interest Expense

Interest expense increased by $242,643, reflecting higher borrowings during the year. While necessary to support working capital and technology development, these borrowings elevated the Company’s financing cost profile.

Other Income

Other income for the fiscal year includes a gain from the sale of an insurance book, reflecting the divestiture of a non-core portfolio of insurance accounts. The sale generated one-time income of $72,112 and is consistent with management’s strategy to streamline operations and focus on scalable, technology-driven revenue streams. No recurring income is expected from this transaction.

Other Items

	●	The Company recognized a foreign exchange gain of $10,133, compared to a loss in the prior year.
	●	No gains were recorded on conversion feature liabilities or extinguishment of liabilities in FY2025.
	●	Accretion expense declined as prior-year liabilities matured or were settled.

After accounting for the foreign currency translation adjustment of $100,790, the comprehensive loss for FY2025 was $3.537 million, an improvement from $4.093 million in FY2024.

Liquidity and Capital Resources

Our primary liquidity needs ~~include~~ encompass working capital, ~~and~~ capital expenditures, and technology investments, particularly those related to ~~technological~~enhancing our ~~enhancements,~~proprietary ~~investments~~Pineapple inPlus platform, supporting skilled personnel, and ~~marketing~~maintaining ~~services~~compliance infrastructure. These ~~three~~items ~~categories~~continue to ~~have~~represent ~~represented~~the alargest ~~significant~~components ~~share~~ of our ~~liquidity and~~ capital ~~resource~~deployment. ~~demands~~We ~~throughout the~~finance ~~year.~~these Weneeds primarily ~~rely~~through on cash on hand, cash flow from operations, and ~~cash~~strategic ~~flows~~financing ~~generated~~facilities obtained from ~~our~~external ~~operations~~lenders toand ~~satisfy~~related ~~these needs~~parties.

The following table summarizes our cash flows from operating, investing and financing activities:

	Six months period ended
Year Ended	August 31, 2025 ($)			August 31, 2023 ($)			Increase/ (Decrease) ($)
Year Ended	February 28, 2025 ($)			February 29, 2024 ($)			Increase/ (Decrease) ($)
Cash (used) provided in operating activities		(946,820	)		(1,708,261	)		761,441
Cash (used) provided in operating activities		(836,228	)		(1,566,642	)		730,414
Cash (used) provided by financing activities		3,458,306			2,912,627			545,679
Cash (used) provided by financing activities		1,226,321			2,751,937			(1,525,616	)
Cash (used) provided in investing activities		(944,187	)		(1,117,390	)		(173,203	)
Cash (used) provided in investing activities		(539,410	)		(562,602	)		23,192
Cash at the end of the period		2,117,371			580,356			1,537,015
Cash at the end of the period		493,607			1,339,618			(846,011	)

Net cash flow from (used in) operating activities

	Six months period ended
	Year Ended
Description	~~February~~August 2831, 2025 ($)			~~February~~August 2931, 2024 ($)
Operating activities
Net loss		(13,~~253~~638,~~990~~465	)		(14,~~530~~102,~~696~~659	)
Adjustments for the following non-cash items:
Depreciation of property and equipment		4282,~~553~~113			4387,~~406~~803
Amortization of intangible assets		~~270~~592,~~073~~942			~~204~~616,~~786~~532
Depreciation on right of use asset		~~117~~187,~~019~~048			66134,~~992~~508
Interest expense on lease liability		2651,~~824~~431			3262,~~215~~604
Change in fair value of warrant liability		(35,591	)		-
Share-based compensation		235,006			-
Foreign exchange gain (loss)		4,021			(12,685	)
Bad debt written off		48,524			-
Change in fair value of warrant liabilities		608,537			63,769
Accretion expense		-			223,059
Loss on extinguishment of liability		-			156,339
Loss on derecognition of right of use asset and liability		3,596			-
Foreign exchange gain (loss)		-			38,836
Chang in fair value of conversion feature liability		-			(76,543	)
Net changes in non-cash working capital balances:
Trade and other receivables		~~(22~~14,~~557~~477	)		68603,~~622~~764
Prepaid expenses and deposits		~~(41~~47,~~552~~910	)		~~(169~~60,~~105~~239	)
Accounts payable and accrued liabilities		~~103~~999,~~551~~683			~~(73~~519,~~808~~943	)
Deferred government incentive		33,603			(196,369	)
Deferred Government Grant		(176,253	)		(208,376	)
Deferred revenue		(803,~~182~~369	)		-111,921
		(836,228	)		(1,566,642	)
		(946,820	)		(1,708,261	)

~~Net Cash Flow from (Used in) Operating Activities~~41

~~For~~Table the six-month period ended February 28, 2025, net cash used in operating activities was $836,228, a substantial improvement compared to $1,566,642 in the prior-year period. The reduction in cash outflows reflects improved operational efficiencies, a more disciplined approach to working capital management, and a strategic realignment of ~~cost structures.~~Contents

~~The net loss for the period~~Liquidity ~~was~~Outlook ~~$1,253,990,~~and ~~compared~~Ability to ~~$1,530,696~~Continue inas ~~the~~a ~~six~~Going ~~months ended February 29, 2024. This improvement is largely attributable to the Company’s ability to scale operations more efficiently while continuing to invest in revenue-generating activities.~~Concern

~~Key~~The Company ~~non-~~has incurred recurring operating losses and continues to experience negative cash ~~adjustments~~flows from operations. For the fiscal year ~~included:~~ended August 31, 2025, the Company recorded a net loss of $3.64 million and negative operating cash flows of $946,820. As at August 31, 2025, the Company had an accumulated deficit of $13.396 million and a working-capital deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date of these financial statements.

● ~~Amortization~~Management ofhas ~~intangible~~developed ~~assets~~plans ~~totaling~~intended ~~$270,073,~~to upimprove ~~from~~liquidity ~~$204,786~~and inaddress ~~the~~these ~~prior~~uncertainties. ~~year,~~These ~~reflecting~~plans ~~continued~~include: ~~investment~~● inAccessing ~~proprietary~~additional ~~software~~capital ~~development.~~through ●the ~~Depreciation~~Injective ofDigital ~~property,~~Asset ~~equipment~~Treasury Strategy, ~~and~~including ~~right-of-use~~the ~~assets~~expected ~~increased~~realization toof $~~159,572~~2.1 ~~(combined),~~million ~~driven~~held byin ~~growth~~escrow inupon ~~capitalized~~the ~~assets~~filing and ~~office~~effectiveness ~~lease~~of ~~commitments.~~the ●Company’s AForm ~~change~~S-1 in(see ~~the~~Subsequent ~~fair~~Events ~~value~~, ofNote ~~warrant~~21). ~~liabilities~~● ~~resulted~~Pursuing inadditional afinancing ~~non~~and capital-~~cash~~raising ~~gain~~activities ofas ~~$35,591,~~required ~~reflecting~~to ~~valuation~~support ~~adjustments~~ongoing ~~consistent~~operations ~~with~~and ~~capital~~fund ~~market~~strategic ~~conditions~~initiatives. ● AContinuing ~~foreign~~cost-management ~~exchange~~measures, ~~gain~~including ofreductions $4in payroll,~~021~~ ~~was~~operating ~~recognized~~expenses, ~~compared~~and todiscretionary aspending. ~~loss~~● ofInvesting ~~$12~~in Injective digital assets,~~685~~ inwhich ~~the~~totaled ~~previous~~approximately ~~period~~$11.4 million subsequent to year-end, ~~reflecting~~and ~~the~~which ~~impact~~management ofbelieves ~~currency~~may ~~fluctuations~~generate future economic benefit depending on ~~USD-denominated~~market ~~balances~~performance.

~~Net~~While management ~~changes~~believes inthese ~~working~~plans ~~capital~~are achievable, there can be no assurance that the Company will obtain the necessary financing or that ~~provided~~the ~~additional~~planned ~~support~~initiatives ~~for~~will ~~improved~~be successful. If the Company is unable to secure adequate funding or generate positive operating ~~cash~~results, it ~~flow:~~may be unable to meet its obligations as they become due.

●Net Cash ~~Accounts~~Used payable and accrued liabilities increased by $103,551, reflecting the timing of expense recognition and payment cycles. ● Deferred government incentives increased by $33,603, providing non-dilutive support for innovation-related activities. ● Trade and other receivables and prepaid expenses consumed $22,557 and $41,552, respectively, reflecting higher upfront costs and timing differences. ● A reduction in ~~deferred~~Operating ~~revenue of $80,182 reflects revenue recognition against previously collected funds.~~Activities

~~Overall~~Net cash used in operating activities was $946,820 ~~these~~for ~~results~~the ~~highlight~~ fiscal year ended August 31, 2025, compared to $1,708,261 for the ~~Company’s~~fiscal year ~~strategic~~ended ~~focus~~August on31, ~~managing~~2024, an improvement of $761,441. The reduction in operating ~~expenses~~cash ~~and~~outflows ~~improving~~was driven by a smaller net loss, higher non-cash adjustments (including depreciation, amortization, and the ~~efficiency~~change in fair value of ~~its~~warrant ~~cash~~liabilities), ~~conversion~~and ~~cycle~~stronger working-capital performance. ~~Management~~In particular, higher accounts payable and accrued liabilities, combined with stable collections on trade ~~remains~~receivables, ~~committed~~contributed to ~~aligning~~improved ~~its~~liquidity. ~~cost~~Non-cash ~~structure~~items ~~with~~such ~~revenue~~as share-~~generating~~based ~~opportunities~~compensation, lease-related adjustments, and ~~ensuring~~fair-value remeasurements ~~adequate~~increased ~~liquidity~~the reconciliation to ~~support~~operating ~~long-term growth~~cash ~~initiatives~~but did not affect cash usage.

46Net Cash Provided by Financing Activities

~~During~~Net cash ~~the~~provided ~~six-month~~by ~~period ended~~financing ~~February~~activities ~~28,~~totaled ~~2025~~$3,458,306 ~~the~~in ~~Company~~fiscal ~~reported~~2025, ~~net~~compared ~~cash~~with ~~used~~$2,912,627 in ~~operating~~fiscal ~~activities~~2024. ofThe ~~$836,228,~~increase primarily areflects ~~significant~~additional ~~improvement~~borrowings obtained from ~~$1,566,642 in~~external ~~the~~lenders ~~prior~~and related parties to fund working-~~year~~capital ~~period.~~requirements ~~The~~and support ~~reduction~~continued investment in ~~cash~~technology ~~outflows~~and ~~reflects~~operations. ~~improved~~These ~~working~~borrowings ~~capital~~increased ~~management,~~interest-expense arecognition ~~decrease~~but inprovided ~~overall operating~~essential ~~expenses,~~liquidity ~~and~~during athe ~~more~~fiscal ~~efficient~~year. ~~allocation~~No ofequity ~~resources~~financing ~~across~~was completed during the ~~business~~year.

Net cash provided by financing activities amounted to $1,226,321, compared to $2,751,937 in the same period of the prior year. The decrease of $1,525,616 is attributed to reduced financing proceeds in the current period, despite continued access to capital through equity issuances and short-term loans. During the period, the Company completed equity financing via its shelf registration and secured director loans to support its ongoing operations and strategic initiatives.42

~~Net~~Table ~~cash used in investing activities totaled $539,410, slightly down from $562,602 in the comparable prior-year period. The decrease~~ of $23,192 reflects disciplined investment in proprietary software and other technology assets, as the Company continues to enhance its digital infrastructure to drive efficiency and long-term scalability.Contents

~~As of February 28, 2025,~~Net ~~the~~Cash ~~Company~~Used ~~had cash and cash equivalents of $493,607, compared to $1,339,618 at the end of the same period last year. The decrease~~ in ~~the~~ ~~cash~~Investing ~~position reflects the Company’s investment in technology and working capital, partially offset by equity financing.~~Activities

~~Management~~Net cash ~~remains~~used ~~focused on~~in ~~maintaining~~investing ~~sufficient~~activities ~~liquidity~~was to$944,187 ~~meet~~for ~~operational~~the ~~needs~~fiscal ~~and~~year ~~support~~ended ~~strategic~~August ~~priorities.~~31, ~~Future~~2025, ~~capital~~compared ~~requirements~~with ~~will~~$1,117,390 ~~depend on~~in the ~~pace~~prior year. The majority of ~~business~~the ~~expansion,~~outflows ~~technology~~relate ~~investments,~~to ~~and~~the ~~prevailing~~capitalization ~~market~~of ~~conditions.~~internally ~~The~~developed ~~Company~~software ~~continues~~and enhancements to ~~evaluate~~the ~~opportunities~~Pineapple Plus platform. ~~for~~These ~~both~~investments ~~non-dilutive~~are ~~and~~aligned ~~equity-based~~with ~~financing,~~management’s ~~while~~ongoing ~~carefully~~strategy ~~managing~~to ~~cash~~strengthen ~~flows~~the ~~and~~Company’s ~~costs~~digital toinfrastructure, ~~support~~expand automation, and improve long-term ~~growth and shareholder value~~scalability.

Overall Liquidity Position

As of August 31, 2025, the Company had a cash balance of $2.12 million, compared to $0.58 million at August 31, 2024, representing an increase of approximately $1.54 million. The year-over-year improvement reflects disciplined cost management, stronger working-capital inflows, and access to financing facilities. The Company’s capital structure includes common equity, additional paid-in capital, accumulated deficit, and warrant liabilities.

Management continues to monitor liquidity closely to ensure sufficient resources are available to fund operating requirements, service debt obligations, and support ongoing technology development. Although interest costs are expected to remain elevated due to the use of credit facilities, the Company expects to maintain adequate liquidity through disciplined working-capital management and access to non-dilutive financing sources.

Based on current forecasts, management believes existing cash resources are sufficient to meet operating needs for at least the next 12 months and to support the Company’s strategic growth initiatives.

The following table presents our liquidity:

As at:	February 28, 2025 ($)		August 31, 2024 ($)
Year Ended	August 31, 2025 ($)		August 31, 2024 ($)
Cash		~~493~~2,~~607~~117,371		580,356
Trade and other receivables		~~177~~92,~~781~~223		155,224
Prepaid expenses and deposit		~~199~~110,~~463~~001		157,~~911~~910
		870,851		893,491
		2,319,595		893,490

As of ~~February~~August 2831, 2025, ~~Pineapple~~ ~~Financial~~the ~~maintained~~Company’s atotal ~~liquidity~~current ~~position,~~assets ~~with~~increased to $~~493~~2,~~607 in cash~~319,595, ~~complemented~~compared byto ~~trade~~$893,490 ~~and~~as ~~other~~of ~~receivables~~August 31, ~~prepaid expenses~~2024, representing ~~and~~a ~~deposits. This reflects the Company’s ability to fulfill its short~~year-~~term~~over-year ~~obligations~~improvement ~~effectively.~~of ~~Cash~~approximately ~~decreased by~~ $~~86,749~~1.43 ~~compared~~million. toThe ~~August~~increase ~~31,~~was ~~2024,~~driven primarily ~~driven~~ by ~~higher~~a ~~revenue~~significant ~~generation,~~strengthening of ~~disciplined~~the ~~expense~~Company’s ~~management,~~cash ~~and additional financing activities~~position.

InCash increased ~~the~~to ~~Greater~~$2,117,371 ~~Toronto~~as ~~Area (GTA)~~of August 31, ~~home~~2025, ~~sales~~compared ~~increased~~to ~~for~~$580,356 in the ~~month~~prior ofyear. ~~October~~This ~~and~~improvement ~~November~~reflects ~~2024~~proceeds byfrom financing activities, tighter operating-cost management, and more ~~than~~efficient 40cash ~~percent~~planning during the fiscal year~~-over-year~~.

~~Despite these positive developments,~~Trade ~~Pineapple~~and ~~Financial~~other ~~continues~~receivables decreased to ~~prioritize~~$92,223, ~~prudent~~from ~~financial management~~$155,224 ~~focusing~~as onof ~~optimizing~~August ~~resource~~31, ~~allocation~~2024. toThe ~~sustain~~decrease ~~growth initiatives~~is ~~while~~mainly ~~maintaining~~due ~~adequate liquidity~~ to reversal ~~meet~~of ~~ongoing~~Govt ~~operational~~Incentives ~~and~~during ~~strategic~~the ~~commitments~~year.

~~Summary~~Prepaid expenses ofand deposits totaled $110,001, compared to $157,910 in the ~~Year~~prior ~~Ended~~year, ~~August~~reflecting 31the timing of annual software, ~~2024~~insurance, and service contracts that require advance payment.

~~During fiscal year ended August 31~~Overall, ~~2024, we generated~~ $the ~~1.529~~Company’s ~~billion~~enhanced inliquidity ~~residential~~position ~~mortgage~~demonstrates ~~loans~~strengthened ~~compared to $1.399 billion in the previous~~ financial ~~year~~flexibility, ~~which~~supported ~~ended~~by ondisciplined ~~August 31~~spending, ~~2023.~~operational ~~This~~efficiencies, ~~amount~~and ~~represents~~strategic anuse ~~increase~~ of ~~$130.462~~financing ~~million or 9.33% compared~~ to ~~the~~fund ~~same~~technology ~~period~~development ~~that~~and ~~ended~~working-capital ~~on August 31, 2023~~requirements. ~~Our~~Management ~~net~~believes ~~loss~~that ~~stood~~current atliquidity, ~~$4.102~~combined ~~million~~with ~~for~~expected ~~the~~operating ~~year~~cash ~~ended August 31~~flows, ~~2024,~~is assufficient ~~compared~~ to ~~the~~meet ~~$2.809~~all ~~million~~short-term ~~recorded~~obligations inand ~~the~~support ~~same period on August 31,~~near-term ~~2023~~growth initiatives.

4743

~~Key~~Table ~~Performance~~of ~~Indicators~~Contents

As part of our business operations, we closely track several key performance indicators (KPIs) that help us measure our performance. We can evaluate our ability to generate revenue by monitoring our loan production KPIs and comparing our performance to the mortgage origination market. Additionally, we use KPIs related to our technology setup and underwriting processes to assess our performance further.

	Year Ended August 31,
	2024		2023		2022
Mortgage volume		1,528,926,510		1,398,464,338		1,785,424,632
Gross billing		16,264,172		15,026,896		19,497,519
Commission expense		14,895,885		13,931,836		16,780,133
Net sales revenue		1,368,287		1,095,060		2,717,385
Underwriting revenue		153,757		148,080		266,731
Subscription revenue		738,697		736,708		616,734
Other income		428,246		522,416		266,731

Our sources of revenue include commissions from lenders, underwriting revenue, membership fees from mortgage agents, and other income.

Gross Billing Revenue:

Gross billing revenue refer to commission collected from financial institutions with whom it has contracts in place. The Company’s gross billing is based on a percentage of mortgage amount funded between individual referred by the Company and financial institutions funding the mortgage. We are an agent in these deals as we provide the platform for other parties to provide services to the end-user. For each contract with a customer, the Company identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. The Company recognizes revenue when: a contract exists with a lender party and an agent broker, the contract identifies the use of the platform service to close a mortgage deal, the mortgage deal has been closed with the lending financial institution, and commissions paid by the lending financial institution based on various criteria of the mortgage deal including but not limited to interest rates available at that time, term, seasonality, collateral, income, purpose, etc. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business. Revenue is recognized at the end of the deal upon completion of all the actions listed above. A typical transaction attracts a commission fee payable to Pineapple Financial Inc.

Subscription Revenue:

Users access and use our technology platform, MyPineapple, for a flat monthly service fee of $117 In exchange for this fee, users of MyPineapple have access to a network management system that allows them to perform back- office procedures more efficiently and effectively. This platform will enable them to process the deal described above prepare, and complete the package for submission to be funded by the financial institution. We have a strong user base, which has experienced significant growth since our inception. Revenue is recognized at the beginning of the month when a user is invoiced and pays the fee.

Underwriting Fee:

Users can optionally use our expert risk pre-assessment service, which assists them in pre-underwriting their loans before submission to a lender for approval and funding. This service significantly reduces the time for the lender partners’ assessment of the deal. For mortgages of $390,000 and less, we charge an underwriting fee of $273; for mortgages greater than $300,000, the Company charges an underwriting fee of $390. The Company has undertaken a special program to educate and inform users of this service in further detail. Approximately 40% of the deals originated by users are using this service. This program is intended to further increase the number of deals and improve the services offered.

Other Income:

Other income includes a technology setup fee and sponsorship fee.

Components of operating expenses

Salaries and commissions and team member benefits

All payroll expenses include our team members’ salaries, commissions, and benefits.

Selling, general and administrative expenses

Selling, general and administrative expenses include software subscriptions, license fees, professional services, marketing expenses, and other operating expenses.

Share-based compensation

Share-based compensation comprises equity awards and is measured and expensed accordingly under Accounting Standards Codification (“ASC”) 718 Compensation-Stock Compensation.

Comparison of the years ended August 31, 2024 and 2023

Year Ended	August 31, 2024 ($)			August 31, 2023 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Revenue		2,688,987			2,502,264			186,723			7.46
Expenses
Selling, general and administrative		2,382,225			2,170,149			212,076			9.77
Advertising and Marketing		860,047			844,797			15,250			1.81
Salaries, wages and benefits		2,436,783			2,330,127			106,656			4.48
Interest expense and bank charges		93,472			56,316			37,156			65.98
Depreciation		838,843			441,159			397,684			90.15
Share-based compensation		-			33,091			(33,091	)		(100.00	)
Government Incentive		(97,646	)		(591,480	)		(493,834	)		(83.49	)
Total expense		6,513,724			5,284,159			1,229,562			23.27
Loss from operations		(3,824,737	)		(2,781,895	)		1,042,842			37.49
(Loss) Gain on extinguishment of liability		(156,339	)		(27,143	)		129,196			475.98
Foreign exchange gain (loss)		(38,836	)					(38,836	)		100.00	)
Gain(loss) on change in fair value of warrant liability		63,769			-			63,769			100.00
Gain(loss) on change in fair value of conversion feature liability		76,543			-			76,543			100.00
Accretion expense		(223,059	)		-			(223,059	)		100.00
Loss before income taxes		(4,102,659	)		(2,809,037	)		(1,293,622	)		46.05
Loss after income taxes		(4,102,659	)		(2,809,037	)		(1,293,622	)		46.05

Revenue

Gross billings increased from $15.027 million for the fiscal year ending August 31, 2023, to $16.264 million for the fiscal year ending August 31, 2024, representing a year-over-year increase of 8.23%. To address high inflation, the Bank of Canada increased its policy rate from 2.5% on September 1, 2022, to 5.0% by August 31, 2023. However, beginning June 5, 2024, the Bank of Canada initiated rate reductions, decreasing the policy rate by 125 basis points to 3.75%. While this reduction has the potential to bolster consumer confidence, the real estate market remains subdued, contributing to decreased real estate transactions and a corresponding decline in mortgage activity.

Revenue for the year ended August 31, 2024, increased to $2,688,988 from $2,502,264 in the year ended August 31, 2023, representing a 7.46% year-over-year growth. This increase is primarily attributed to the Company’s efforts in enhancing its software offerings, which improved customer retention and attracted new agents. Additionally, strategic investments in marketing and operational efficiency during a challenging economic environment contributed to this positive performance despite the broader contraction in the mortgage origination market. This growth reflects the resilience of the Company’s business model and its ability to adapt to fluctuating market conditions.

Cost of gross billing

During the fiscal year ended August 31, 2024, the cost of revenue increased to $14.895 million, compared to $13.932 million in the prior fiscal year ended August 31, 2023. This increase aligns with the growth in gross billing and reflects higher transaction volumes. Additionally, the cost increase is attributed to the company’s strategic focus on leveraging high-volume agents to drive business, who typically operate at lower margins but generate higher transaction volumes, resulting in increased variable costs.

Selling, General and Administrative Expenses.

The breakdown of selling, general and administrative expenses are as follows:

Year Ended	August 31, 2024 ($)		August 31, 2023 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Software subscription		898,870		816,913			81,957			10.03
Office and general		199,756		187,818			11,938			6.36
Professional fee		414,482		661,265			(201,783	)		(30.52	)
Dues and subscription		269,106		58,366			210,740			361.07
Rent		207,560		165,750			41,810			25.22
Consulting fee		62,598		210,063			(147,465	)		(70.20	)
Travel		160,643		97,372			63,271			64.98
Donations		7,449		46,002			(38,553	)		(83.81	)
Lease expense		71,148		7,534			63,614			844.36
Insurance		90,613		(80,934	)		171,547			(211.96	)
		2,382,225		2,170,149			212,076			9.77

Selling, general, and administrative expenses increased by $212,076, or 9.77%, from $2,170,149 during the fiscal year ended August 31, 2023, to $2,382,225 during the fiscal year ended August 31, 2024. This increase reflects the company’s disciplined approach to maintaining essential expenses amidst a depressed economic environment. Adjusting for inflation, expenses effectively decreased in real terms, demonstrating the company’s commitment to cost efficiency and prudent financial management while ensuring sustained support for core operations and strategic initiatives.

Software subscription expenses increased by $81,957, or 10.03%, from $816,913 for the year ended August 31, 2023, to $898,870 for the year ended August 31, 2024. This increase is primarily attributable to the continued development and enhancement of our proprietary software, which necessitated the use of complementary third-party subscription tools. These tools have been critical in ensuring the software meets industry standards and client expectations. Once our proprietary software is fully developed, reliance on external subscriptions is expected to decrease significantly, leading to long-term cost savings and improved operational efficiency.

Office and general expenses increased by $11,938 or 6.36%, from $187,818 for the fiscal year ended August 31, 2023, to $199,756 for the fiscal year ended August 31, 2024. This increase reflects the cost increase due to inflation.

Professional fees decreased by $201,783, or 30.52%, from $661,265 for the fiscal year ended August 31, 2023, to $414,482 for the fiscal year ended August 31, 2024. This significant decrease is primarily attributable to the completion of IPO-related activities on November 3, 2023, which resulted in a reduction in legal, accounting, and advisory expenses. During the prior year, the company incurred substantial costs to achieve the IPO milestone. The decrease also reflects the transition to a steady-state operating environment post-IPO, with reduced reliance on external consultants and professional services.

Dues and subscriptions increased significantly from $58,366 during the year ended August 31, 2023, to $269,106 for the year ended August 31, 2024, representing a 361.07% increase. This substantial rise is primarily attributable to additional regulatory and listing fees incurred following the Company’s IPO, including NYSE subscription fees and other compliance-related charges. These fees are essential to maintaining our public listing and ensuring compliance with the regulatory requirements of a publicly traded company.

Consulting fees decreased significantly by $147,465, or 70.20%, from $210,063 for the fiscal year ended August 31, 2023, to $62,598 for the fiscal year ended August 31, 2024. This decline is primarily attributed to the completion of IPO-related activities, which required substantial consulting support in the prior year. The decrease also reflects the company’s strategic shift toward utilizing in-house resources for post-IPO operations and a focus on optimizing recurring expenses to align with the company’s long-term cost management initiatives.

Travel expenses increased by $63,271, or 64.98%, from $97,372 for the fiscal year ended August 31, 2023, to $160,643 for the fiscal year ended August 31, 2024. This increase reflects higher management travel to attend investor conferences and engage with stakeholders to present the company’s vision and growth strategy, a critical activity following the IPO. Additionally, the company prioritized in-person meetings with institutional investors and partners to strengthen relationships, which are expected to drive long-term value creation.

Expenses

Year Ended	August 31, 2024 ($)			August 31, 2023 ($)			Increase/ (Decrease) ($)			Increase/ (Decrease) %
Advertising and marketing		860,047			844,797			15,250			1.81
Salaries, wages and benefits		2,436,783			2,330,127			106,656			4.58
Interest expense and bank charges		93,472			56,316			37,156			65.98
Depreciation		838,843			441,159			397,684			90.15
Share based compensation		-			33,091			(33,091	)		(100.00	)
Government incentive		(97,646	)		(591,480	)		(493,834	)		(83.49	)

Advertising, marketing, and promotions expenses increased by $15,250, or 1.81%, from $844,797 for the year ended August 31, 2023, to $860,047 for the year ended August 31, 2024. This increase reflects the company’s strategic efforts to retain agents and sustain sales revenue amidst challenging economic and real estate market conditions. Additional investments were made to enhance brand visibility and strengthen relationships with key stakeholders to maintain market share during this period of economic uncertainty. These initiatives are expected to position the company for growth as market conditions improve.

Salaries, wages, and benefits increase by $106,656, or 4.58%, from $2,330,127 for the fiscal year ended August 31, 2023, to $2,436,783 for the fiscal year ended August 31, 2024. This nominal increase reflects the company’s efforts to align compensation with inflation while maintaining a disciplined approach to expense management. The nominal increase also supports retaining key talent and ensuring competitive employee benefits during a challenging economic environment, which is essential for sustaining business continuity and future growth.

Depreciation and Amortization

Pineapple Financial continues to actively invest in the development of its proprietary software to enhance functionality and meet market demands. During the fiscal year ended August 31, 2024, $1.112 million was capitalized as intangible assets, primarily representing salaries, wages, and benefits of staff directly involved in the development process. This strategic investment underscores the Company’s commitment to innovation and long-term growth. The increase in intangible assets has contributed to higher amortization expenses during the year, reflecting the progressive utilization of these investments in delivering value to our operations and clients.

Government based incentive

During the fiscal year ended August 31, 2023, the Company successfully claimed and received Scientific Research and Experimental Development (SR&ED) tax credits from the CRA for the fiscal years ended August 31, 2022, and August 31, 2021. These claims provided a valuable source of non-dilutive funding to support the Company’s innovation initiatives. However, following the completion of our IPO on November 3, 2023, the Company no longer qualifies for SR&ED tax credits under CRA regulations, resulting in a decrease in credit recognition for the fiscal year ended August 31, 2024. This change reflects the Company’s transition to a publicly traded status, and we are actively exploring alternative funding opportunities to support ongoing research and development efforts.

Liquidity and Capital Resources

Our primary liquidity needs encompass working capital and capital expenditures, specifically those associated with technological enhancements, investments in skilled personnel, and marketing services. These three categories have constituted a significant portion of our liquidity and capital resource demands throughout the year. We primarily utilize cash on hand and cash flows generated from our operations to meet these requirements.

The following table summarizes our cash flows from operating, investing and financing activities:

Year Ended	August 31, 2024 ($)			August 31, 2023 ($)			Increase/ (Decrease) ($)
Cash (used) provided in operating activities		(1,708,261	)		(2,116,105	)		407,843
Cash (used) provided by financing activities		2,912,627			349,008			2,563,619
Cash (used) provided in investing activities		(1,117,390	)		(1,362,298	)		244,908
Cash at the end of the period		580,356			720,365			(140,009	)

Net cash flow from (used in) operating activities

	Year Ended
Description	August 31, 2024 ($)			August 31, 2023 ($)
Operating activities
Net loss		(4,102,659	)		(2,809,037	)
Adjustments for the following non-cash items:
Depreciation of property and equipment		87,803			67,674
Amortization of intangible assets		616,532			265,150
Depreciation on right of use asset		134,508			108,335
Interest expense on lease liability		62,604			56,316
Share-based compensation		-			33,091
Write-down of investment		-			27,143
Change in fair value of warrant liabilities		63,769			-
Accretion expense		223,059			-
Loss on extinguishment of liability		156,339
Foreign exchange gain (loss)		38,836			-
Chang in fair value of conversion feature liability		(76,543	)		-
Net changes in non-cash working capital balances:
Trade and other receivables		603,764			(26,242	)
Prepaid expenses and deposits		60,239			265,545
Accounts payable and accrued liabilities		519,943			(174,795	)
Income taxes receivable		-			70,715
Deferred Government Grant		(208,376	)		-
Deferred revenue		111,921			-
		(1,708,261	)		(2,116,105	)

Our primary source of cash flow comes from our core business operations.

During the year ended August 31, 2024, the Company’s net cash used in operating activities decreased to $1,708,261 from $2,116,105 in the previous year ended August 31, 2023. This decrease of outflow of cash was primarily due to lower cash expenses as compared to the previous year.

Net cash flow from (used in) financing activities

During the fiscal year ended August 31, 2024, the Company successfully closed its Initial Public Offering (IPO) on November 3, 2023, generating net proceeds of $2,751,937. These funds have strengthened the Company’s financial position and provided critical capital to support strategic initiatives, including investments in proprietary software development, expansion of operational capabilities, and enhancing shareholder value. The successful IPO marks a significant milestone in the Company’s growth journey, enabling access to broader capital markets and positioning the business for future opportunities. In addition, company issued share capital through conversion note and equity purchase agreement with Brownstone.

Net cash flow from (used in) investing activities

During the fiscal year ended August 31, 2024, the Company invested $1,112,399 in developing proprietary software designed to streamline and enhance the accuracy of mortgage application processes for field agents. This investment reflects the Company’s commitment to leveraging technology to improve operational efficiency and provide a competitive edge in the mortgage industry. The enhanced software is expected to not only attract new mortgage agents but also improve agent retention by offering a comprehensive and user-friendly solution, positioning the Company for sustainable growth in a competitive market.

As of August 31, 2024, the Company’s cash balance was $580,356, a decrease from $720,365 on August 31, 2023.

The Company’s capital structure consists of contributed common shares, accumulated deficit, additional paid-in capital, and other comprehensive losses. Its primary sources of liquidity are cash generated through operations and capital raised from investors through the issuance of common shares. The Company remains committed to meeting all financial and operational obligations as they come due, maintaining a disciplined approach to liquidity management.

Future capital requirements will depend on several factors, including planned investments in technology, market expansion initiatives, and overall growth trajectory. While the Company continues to actively manage controllable factors, external variables such as interest rates and real estate market conditions remain potential challenges. By aligning its financial strategies with operational priorities, the Company is well-positioned to navigate these uncertainties and achieve sustainable long-term growth.

The following table presents our liquidity:

Year Ended	August 31, 2024 ($)		August 31, 2023 ($)
Cash		580,356		720,365
Trade and other receivables		155,224		758,988
Prepaid expenses and deposit		157,910		218,150
		893,490		1,697,503

As of August 31, 2024, Pineapple Financial maintained a liquidity position with $580,356 in cash and along with trade and other receivables, prepaid expenses, and deposits, demonstrating the Company’s ability to meet its short-term obligations. However, cash decreased by $140,009 compared to August 31, 2023. This decrease was primarily driven by strategic investments in the expansion of operations and technology development to strengthen the Company’s competitive position.

Additionally, broader macroeconomic challenges, including a depressed Canadian real estate market and economic headwinds, have impacted liquidity during the year. Despite these challenges, Pineapple Financial remains focused on prudent financial management, ensuring that resources are allocated efficiently to support growth while maintaining sufficient liquidity to meet ongoing obligations.

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of the financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of Revenue and expenses during the reported period. Per U.S. GAAP, we base our estimates on historical experience and various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to making effective judgments and estimates in preparing our financial statements.

Revenue Recognition

The Company has adopted ASC 606, Revenue from Contracts with Customers, which provides a single comprehensive model for revenue recognition. The core principle of the standard is that Revenue should be recognized when goods or services are transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. It establishes a five-step model to account for ~~Revenue~~ revenue arising from contracts with customers. Under this standard, Revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise ~~judgement~~ Judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers. Additionally, the standard specifies the accounting for incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

When the Company transfers goods or services to a customer, Revenue is recognized at an amount that reflects the consideration expected to be received.

The Company operates an online platform ~~powered by Salesforce~~, that enables brokers and agents to efficiently close deals.

The Company’s subsidiary, Pineapple Insurance Inc., generates Revenue by charging premiums for insurance policies and services. Pineapple Insurance is affiliated with a major insurance company, from which it earns commissions for providing services, primarily mortgage insurance. Mortgage insurance is a ~~requirement~~offered for each mortgage. Pineapple Insurance acts as the agent that supplies insurance services to the consumer and is paid a commission from the premiums collected by the insurance company whose products and services it provides to the end consumer. ~~Additionally, Pineapple Insurance has adopted ASC 606.~~

Basis of presentation, functional and presentation currency

The Company’s headquarters is in Ontario, Canada, and the functional currency is in Canadian Dollars (CAD) with the presentation currency being US Dollars (USD). The Company’s subsidiaries have a functional currency of CAD and presentation currency of USD which have been applied consistently.

There will be a foreign currency translation undertaken to report under US GAAP which will be the basis of presentation.

56Foreign Currency Transactions and Translation

Although the Company conducts substantially all of its operating activities and generates nearly all revenues and expenses in Canadian dollars (“CAD”), it engages in certain financing and vendor transactions that are denominated in U.S. dollars (“USD”). These USD-denominated balances include equity proceeds raised in USD, payments to U.S.-based service providers, and other non-operating expenditures.

Foreign currency transactions are translated into CAD at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in USD are remeasured at the closing exchange rate at each reporting date, and the resulting foreign exchange gains or losses are recognized in the consolidated statements of operations.

In addition, because the Company reports its consolidated financial statements in U.S. dollars, CAD-denominated assets, liabilities, revenues, and expenses are translated into USD using appropriate period-end or average exchange rates. These translation adjustments are recorded within other comprehensive income (loss) and do not impact the Company’s underlying cash flows or economic performance.

Lease Accounting

The relevant criteria applicable is ASC 842. We assess at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognize lease liabilities to make lease payments and right-of- use assets representing the right to use the underlying assets. At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the lease, if the lease term reflects us exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Table of Contents

At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the lease, if the lease term reflects us exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

We recognize right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

Investments

We invested in a commercial mortgage firm, MCommercial, based in Montreal and Toronto, Canada representing 5% of the total issued and outstanding shares. This strategic partnership allows Pineapple residential mortgage agents to have access to a leading commercial mortgage firm and experts, which will expand their product offerings, service levels and corporate Revenue through increased transactions.

The Company entered into a share purchase agreement with 9142-2964 Quebec Inc. pursuant to which the Company acquired five Class A Shares of 7326904 Canada Inc. (dba as Mortgage Alliance Corporation) (“Alliance”), representing 5% of the total issued and outstanding shares of Alliance. Alliance is a mortgage brokerage firm based in Ontario, Canada with locations in Calgary, Vancouver and Halifax.

The total amount of both investments was recorded at fair value, and any impairment loss is recognized in profit and loss account.

57Share-Based Compensation

~~Share~~The Company ~~Based~~accounts for share-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires the recognition of the fair value of equity awards granted to employees, directors, and consultants as compensation expense over the vesting period. The fair value of share options and restricted share units (“RSUs”) is determined at the grant date and expensed on a straight-line basis over the service period, net of estimated forfeitures.

~~Stock-based compensation is accounted for based on~~Equity ~~the~~Incentive requirements of the Share-Based Payment Topic of ASC 718, “Compensation - Stock Compensation” (“ASC 718”), which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee, non- employee, and director services received in exchange for an award based on the grant-date fair value of the award.Plans

~~The Company has a share option plan (the “Plan”)~~Pineapple toFinancial ~~attract,~~Inc. ~~retain~~maintains ~~and~~two ~~motivate~~equity-based ~~qualified~~compensation directors, officers, employees, and consultants whose present and future contributions are important to the success of the Company by offering them an opportunity to participate in the Company’s future performance through the award of share options.plans:

Each share option converts into one common share of Pineapple Financial Inc. on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither right to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

	1.	the 2021 Stock Option Plan, and
	2.	the 2022 Omnibus Equity Incentive Plan.

~~In 2017~~Together, these plans authorize the ~~Plan~~issuance ~~was~~of ~~amended~~awards ~~such~~representing ~~that~~up ~~the~~to ~~total number~~10 % of the Company’s issued and outstanding common shares ~~reserved~~at ~~and~~any given ~~available~~time. ~~for~~Awards ~~grant~~may ~~and~~be ~~issuance~~granted ~~pursuant~~as tostock ~~the~~options, ~~Plan~~RSUs, isor toother ~~equal~~equity-linked ~~10%~~instruments ofintended ~~the~~to ~~issued~~attract, retain, and ~~outstanding~~motivate ~~common~~qualified ~~shares~~directors, ofofficers, employees, and consultants whose performance contributes to the Company’s success.

Options granted on June 14, 2021, vest over a 2-year period whereby 25% of the options granted vested on the date of grant, and the remaining unvested options vest in equal instalments every 6-months thereafter. The fair value of stock options granted was $1,317,155. These options were fully vested in year ended August 31, 2023.45

OnTable ~~July~~of 6, 2023, we completed a 1-for-3.9 reverse stock split, or the Reverse Split, effective immediately. Consequently, all the share numbers, shares prices, and exercise prices have been retroactively adjusted in these condensed interim consolidated financial statements for all periods presented.Contents

582025 Grants

On July 16, 2025, the Board of Directors approved the grant of an aggregate 120,007 RSUs and stock options under the above plans, in accordance with the Board resolution dated June 26, 2025.

These awards were made to recognize past contributions and to further align management and employee interests with those of shareholders.

These RSU awards were fully vested at the date of grant and issued in recognition of historical performance, subject to statutory tax withholdings and required regulatory filings. The fair value of these awards was determined based on the market price of the Company’s common shares on the grant date. No cash consideration was received upon issuance, and the RSUs carry no voting or dividend rights prior to settlement.

Prior Awards

Stock options granted under the 2021 Legacy Plan in prior fiscal years remain outstanding and are exercisable at prices adjusted for the 1-for-20 reverse stock split completed in July 2025. Those awards were fully vested as of August 31, 2023.

Accounting Impact

For the fiscal year ended August 31, 2025, total share-based compensation expense recognized in the consolidated statement of operations amounted to $235,006, reflecting the fair-value recognition of RSU and option grants under ASC 718.

The Company expects future share-based compensation expense to remain modest relative to revenue as the current pool of awards covers key management for the next fiscal cycle.

Controls and Procedures

~~While the Company is not currently required to maintain~~Disclosure anControls ~~effective internal controls system, we recognize the importance of strong internal controls~~ and ~~have proactively initiated steps to establish and enhance our control environment. These measures include:~~Procedures

~~● Employing skilled staff in financial, accounting, and external reporting roles, focusing on segregation~~ As of ~~duties.~~August ~~● Conducting regular reconciliations to ensure accurate recording~~31, ~~correct classification~~2025, ~~and~~under ~~balanced~~the ~~books.~~supervision ~~● Ensuring timely~~ and ~~accurate recording of expenses, liabilities, and other accounting entries in accordance~~ with the ~~matching~~participation ~~principle.~~of ●our ~~Maintaining~~Chief aExecutive ~~detailed~~Officer ~~fixed~~and ~~assets~~Chief ~~register~~Financial ~~to track users~~Officer, ~~departments,~~management conducted ~~and~~an ~~assets.~~evaluation ●of ~~Requiring~~the ~~internal~~effectiveness ~~review and approval~~ of ~~accounting~~the ~~transactions~~Company’s bydisclosure atcontrols ~~least~~and ~~two~~procedures ~~independent~~as ~~personnel.~~defined ●in ~~Documenting~~Rules ~~processes, assumptions,~~ 13a-15(e) and ~~conclusions~~15d-15(e) ~~related~~under tothe ~~significant~~Securities ~~estimates.~~Exchange ●Act ~~Establishing comprehensive documentation~~ of ~~accounting policies and procedures~~1934.

AsBased on ofthis evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of August 31, ~~2024~~2025, ~~under~~in ensuring that information required to be disclosed by the ~~supervision~~Company ~~and~~in ~~with~~the reports that it files or submits under the ~~participation~~Exchange ofAct ~~management~~is (i) recorded, ~~including~~processed, ~~our~~summarized, ~~principal~~and ~~executive~~reported ~~officer~~within the time periods specified by the SEC’s rules and forms, ~~principal~~and ~~financial~~(ii) ~~officer~~accumulated and communicated to management, weincluding ~~conducted~~the anCEO ~~evaluation~~and CFO, as appropriate, to allow timely decisions regarding required disclosure, primarily as a result of the ~~effectiveness~~late filing of our ~~internal~~Annual ~~control~~Report ~~over~~on ~~financial~~Form ~~reporting.~~10-K ~~Based~~for onthe ~~this~~fiscal ~~assessment~~year ended August 31, ~~management~~2025 ~~concluded~~and ~~that~~the existence of a material weakness in our ~~disclosure~~Internal Control Over Financial Reporting. The Company’s ~~controls~~management ~~and~~is ~~procedures~~seeking ~~were~~to ~~effective~~remedy asthe ineffectiveness of ~~August~~our ~~31,~~disclosure ~~2024~~controls and procedures.

~~Improvements made during the year include implementing~~Management’s ~~independent~~Report ~~reviews,~~on ~~approval~~Internal ~~processes~~Control ~~for~~Over ~~transactions~~Financial and reconciliations, and hiring additional personnel to strengthen our control environment. Plans are underway to further enhance controls by segregating duties and improving processes, ensuring robust and effective internal controls that support the integrity of our financial reporting.Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control framework is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

While the Company, as an emerging growth company, is not currently required to maintain or formally attest to an effective system of internal control under Section 404(b) of the Sarbanes-Oxley Act, management recognizes the importance of strong controls and has taken proactive steps to enhance its control environment. These measures include:

	●	Employing qualified accounting and financial reporting personnel with clear segregation of duties.
	●	Conducting regular reconciliations and reviews to ensure accurate classification and reporting of transactions.
	●	Implementing dual-authorization procedures for significant accounting entries and payments.
	●	Maintaining a comprehensive fixed-asset register and supporting documentation for material balances.
	●	Establishing documentation for key estimates, judgments, and accounting policies.
	●	Enhancing oversight and review of financial information by senior management and the Audit Committee.

As of August 31, 2025, management evaluated the effectiveness of the Company’s internal control over financial reporting and concluded that a material weakness existed related to segregation of duties within the finance function due to the limited number of personnel involved in financial reporting.

Notwithstanding this material weakness, management believes the consolidated financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial position, results of operations and cash flows in conformity with GAAP.

The Company is taking steps to enhance its internal control environment and expects to strengthen segregation of duties as additional resources become available.

Specific Remediation Plan

We have developed the following specific, actionable remediation plan to address the segregation of duties issue and mitigate the associated risk:

Remedial Measure	Description & Implementation Detail	Target Control
1. Independent Review & Approval (Compensating Control)	We are implementing mandatory, documented independent review and sign-off on all critical financial processes. This involves having [CEO/CFO/Independent Audit Committee Member] review and approve all non-routine journal entries, significant account reconciliations, and complex estimates.	Enhanced Oversight
2. Formal Control Checklist	A comprehensive, written quarter-end close checklist has been established. This checklist explicitly defines the preparer, the required compensating control (independent reviewer), and requires dated signatures to document evidence of the review.	Formalization of Process
3. External Expert Augmentation	We are engaging a qualified employee/consultant to assist with the independent review and verification of high-risk areas, such as complex accounting entries and quarterly financial statements, thereby providing true segregation of duties through an external party.	Independence & Separation
4. System Access Restriction	Access to our financial system will be formally limited based on function. For example, the individual responsible for cash disbursement processing will not have permissions to approve disbursements or perform bank reconciliations.	System-Level Control

Table of Contents

Changes in Internal Control Over Financial Reporting

During the fiscal year ended August 31, 2025, the Company implemented several improvements to strengthen its control environment. These included (i) independent review and approval processes for journal entries and account reconciliations, (ii) enhancements to segregation of duties through staffing changes and workflow automation, and (iii) updated documentation of accounting policies and procedures. There were no changes during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Financial Instruments

As on August 31, ~~2024~~2025, the Company’s financial instruments consist of cash, trade and other receivables, investments, accounts payable and accrued liabilities.

As per ASC 820, Fair value measurement establishes a fair value hierarchy based on the level of independence, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorizing within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

i) Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

ii) Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e., as prices) or indirectly (i.e., derived from prices); and

iii) Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following table provides the fair values of the financial assets in the Company’s consolidated statements of financial position, categorized by hierarchical levels and their related classifications.

As of August 31, 2024

Level 1

Level 2

Level 3

Total

As of August 31, 2025

Level 1

Level 2

Level 3

Total

Assets:

Cash

~~580~~2,~~356~~117,371

Investment

109,~~042~~733

Risks and Uncertainties

The Company’s business is subject to numerous risks and uncertainties, including those described elsewhere in this MD&A, as well as general economic and market risks. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company.

~~Item 7A.~~ Quantitative and Qualitative Disclosures about Market Risk

As part of our regular business operations, we face various risks that can impact our profitability and operations. These risks can be broadly categorized as interest rate risk, credit risk, counterparty risk, and risks associated with the pandemics like COVID-19.

Interest rate risk

We do not face interest rate risk as we do not have any variable-rate loans or borrowings.

60Credit risk

Credit risk is the risk of financial loss to the Corporation if a counterparty to a financial instrument fails to meet its contractual obligations. The Corporation’s credit risk is mainly attributable to its cash and trade and other receivables.

~~Credit~~The Corporation ~~risk~~has isdetermined ~~the~~that ~~risk~~its ofexposure ~~financial loss~~ to ~~the~~credit ~~Corporation if~~risk aon ~~counterparty~~its tocash ais ~~financial~~minimal ~~instrument~~as ~~fails~~the ~~to meet its contractual obligations. The~~ Corporation’s ~~credit~~cash ~~risk~~ is ~~mainly~~held ~~attributable~~with financial toinstitutions ~~its~~in ~~cash and trade and other receivables~~Canada.

~~The~~Our primary ~~Corporation~~source ~~has~~of ~~determined~~credit ~~that~~risk ~~its~~relates ~~exposure~~ to the possibility of Core Business Operation’s brokerages or other customers not paying receivables. Core Business Operations manages its credit risk by performing credit risk evaluations on its ~~cash~~brokerages isand ~~minimal~~agents and monitoring overdue trade and other receivables. As of August 31, 2025, $64,163 of our trade receivables are greater than 90 days outstanding, as ~~the~~compared ~~Corporation’s~~to ~~cash~~$33,942 isfor ~~held~~August ~~with~~31, ~~financial~~2024. ~~institutions~~A decline in ~~Canada~~economic conditions or other adverse conditions experienced by brokerage and agents could impact the collectability of the Corporation’s accounts receivable.

Our maximum ~~primary~~exposure ~~source~~to of credit risk ~~relates~~approximates to the ~~possibility of~~carrying ~~Core~~value ~~Business~~of ~~Operation’s~~the ~~brokerages~~assets ~~or other customers not paying receivables. Core Business Operations manages its credit risk by performing credit risk evaluations~~ on ~~its~~the ~~brokerages~~Corporation’s ~~and~~consolidated ~~agents~~statements ~~and monitoring overdue trade and other receivables. As~~ of ~~August 31,~~financial ~~2024, $37,800 of our trade receivables are greater than 90 days outstanding, as compared to $2,572 for August 31, 2023~~position. ~~A decline in economic conditions or other adverse conditions experienced by brokerage and agents could impact the collectability of the Corporation’s accounts receivable.~~

Our maximum exposure to credit risk approximates the carrying value of the assets on the Corporation’s consolidated statements of financial position.

Year Ended	August 31, 2025 ($)		August 31, 2024 ($)
Cash		2,117,371		580,356
Trade and other receivables		92,223		155,224
Prepaid expenses and deposit		110,001		157,910
		2,319,595		893,491

Year Ended	August 31, 2024 ($)		August 31, 2023 ($)
Cash		580,356		720,365
Trade and other receivables		155,224		758,988
Prepaid expenses and deposit		157,910		218,150
		893,490		1,697,503

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, by continuously monitoring actual and forecasted cash flows. As of August 31, 2025, the Company’s contractual cash flow obligations and their maturities are as follows:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, by continuously monitoring actual and forecasted cash flows. As of August 31, 2024, the Company’s contractual cash flow obligations and their maturities are as follows:

	Cash flow under contract ($)		Within 1 year		Greater than 1 year ($)
Accounts payable and accrued liabilities		2,125,160		2,125,160		-
Lease obligations		699,959		138,859		561,100
Loan		629,120		629,120

	Cash flow under contract ($)		Within 1 year		Greater than 1 year ($)
Accounts payable and accrued liabilities		1,125,477		1,125,477		-
Lease obligations		977,107		161,508		815,599

61Table of Contents

BUSINESS

~~Overview~~General

WePineapple Financial ~~are~~is a Canadian~~-based~~ mortgage technology and brokerage company. ~~that~~We ~~provides~~provide mortgage brokerage services and technology solutions to Canadian mortgage agents, brokers, sub-brokers, brokerages and consumers. Through data-driven systems ~~together~~and ~~with~~ cloud-based tools, we believe we offer competitive advantages in the Canadian mortgage industry relative to ~~alternative~~traditional ~~mortgage~~ broker arrangements.

We also provide back -office ~~services,~~and ~~together with~~ pre-underwriting support services (~~collectively~~together, the “Brokerage Services”) to Canadian mortgage brokerages (the “Brokerages”). In connection with the provision of the Brokerage Services, we employ and engage ~~several~~ licensed mortgage brokers and agents (collectively, “Field Agents”). WeAs ~~have~~of athe ~~total~~date of ~~full-time~~this ~~employed~~filing, ~~staff~~we ofhave ~~55.~~39 full-time employees. In addition, we ~~also~~ enter into affiliation agreements with certain licensed mortgage brokers (~~collectively,~~ “Affiliate Brokers” and, together with Field Agents and Brokerages, the “Users”), ~~pursuant~~under to which ~~the~~we ~~Company and the Affiliate Broker enter into an affiliation relationship with the intention of~~ jointly ~~marketing~~market mortgage brokerage and other financial services as affiliated entities,. ~~sometimes~~This ~~referred to as~~ “white ~~labelling~~-label”~~, which~~ model allows ~~the~~ Affiliate ~~Broker~~Brokers to ~~sell~~offer amortgages ~~mortgage~~under ~~that~~their isown ~~branded~~brand ~~with~~to ~~its~~their client ~~company~~base ~~name~~while tooperating ~~its~~on ~~own~~our ~~client~~platform ~~base~~and within our controls.

~~Our~~We offer ~~services~~Brokerage ~~distribution~~Services for both residential and ~~fee~~commercial ~~structure~~mortgage ~~for~~opportunities ~~each~~through our proprietary technology platform, Pineapple+ ~~stream~~[and isrelated ~~detailed~~tools, ~~hereunder:~~together, the “Platform”]. The Platform supports the mortgage life cycle from lead intake and pre-qualification through underwriting support, documentation, compliance, and funded-deal analytics.

1.In ~~The~~connection ~~fee~~with ~~for~~ the ~~subscription~~Private ~~service~~Placement, we ~~revenue~~have ~~stream~~established isa ~~$117~~digital ~~for~~asset ~~use~~treasury ofstrategy ~~our~~(the ~~platforms~~“Treasury byStrategy”) ~~our~~focused ~~agents~~primarily toon ~~complete~~holding ~~the~~INJ ~~mortgage~~tokens, in ~~deal~~addition ~~from initiation~~ to ~~funding~~other bycryptocurrency ~~the lender partner~~ and isdigital ~~about 3% of total gross revenue~~assets. 2.The ~~Our~~Treasury ~~pre-risk assessment services revenue is about 1.3% of our total gross revenue and the structure for this service is $390 per deal for a mortgage funded amount of $390~~Strategy,~~000~~ ~~and~~once ~~over.~~fully ~~For~~implemented aupon ~~mortgage~~consummation ~~funded amount under $390,000 the fee is $273. 3. The balance~~ of ~~our total gross revenue at 95% comes from our lender partner service commissions and~~ the ~~structure~~transactions contemplated ~~varies~~ by ~~rate and amount based on~~ the ~~season,~~Securites ~~special~~Purchase ~~promotions at that particular time~~Agreement, ~~bonus~~diversify ~~applicable,~~our ~~funded~~balance ~~volume,~~sheet ~~etc.~~through ~~The~~cryptocurrency ~~lender~~staking ~~partners comprise of banks~~rewards, ~~trust~~among ~~companies, mortgage loan companies, building societies and~~ other ~~lending financial institutions, including but not limited to the Bank of Nova Scotia (Scotiabank), Manulife Bank of Canada, Toronto-Dominion Bank (TD Bank), The Mortgage Alliance Company of Canada Inc~~things. ~~(MCAP), First National Financial LP, Home Trust Company, The Equitable Trust Company (Equitable Bank), ICICI Bank Canada and Desjardins Mortgage Financing Services.~~

~~We currently operate exclusively in Canada, specifically~~Revenue in the provinces of Ontario, Newfoundland and Labrador, New Brunswick, Nova Scotia, British Columbia, Prince Edward Island, Manitoba and Alberta. We launched our first brokerage in Ontario in November 2016. We have been approved by each of the applicable provincial mortgage regulators to operate in 11 provinces and territories namely Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, Quebec, and Yukon, and 1 provinces to follow is Saskatchewan. We launched our first brokerage office in Alberta on July 1, 2021. We also launched our first brokerage office in Newfoundland and Labrador, Nova Scotia, New Brunswick, and Prince Edward Island on May 4, 2022. We launched our first British Columbia brokerage office in 2024. We provide our Brokerage Services to both residential and commercial mortgage opportunities and, in each case, through a proprietary technology called MyPineapple, as discussed in further detail below.Model

62Our revenue model is diversified across platform subscriptions, pre-risk assessment services and lender partner commissions. Percentages below are approximate and subject to period-to-period variation.

~~MyPineapple~~1. Subscription services. Agents who use the Platform to manage the life cycle of a mortgage from initiation to funding pay subscription fees of $141.50 per month. This stream represents approximately 3% of total gross revenue.

~~At the heart of our Brokerage Services is an innovative~~2. ~~technology~~Pre-risk ~~system,~~assessment ~~MyPineapple,~~services. ~~that~~We ~~provides~~charge ~~real~~a ~~time data management and reporting, lead generation opportunities, customer relationship management,~~ per-deal ~~processing,~~fee ~~education~~for ~~and~~pre-underwriting ~~knowledge center, payroll, regulatory compliance, data analytics, document collection and storage, automated onboarding, lender access, back office~~ support and ~~direct~~documentation ~~underwriting support, all in one~~preparation. ~~MyPineapple~~For ~~offers network management~~mortgages ~~capabilities~~with ~~for~~a ~~Users,~~funded ~~including~~amount ~~hundreds~~ of ~~qualified~~$390,000 ~~Field~~and ~~Agents~~over, ~~to create an efficient marketplace for~~ the ~~provision~~fee ofis ~~mortgage lending~~$390 ~~and~~per ~~insurance industry services~~deal. ~~MyPineapple~~For ~~integrates~~mortgages ~~directly~~under ~~with Salesforce~~$390, ~~Equifax~~000, ~~OneSpan,~~the Gfee ~~Suite~~is ~~and~~$273 ~~Filogix~~per ~~and manages Users’ day-to-day business through automated triggers and tasks, ensuring nothing falls through the cracks~~deal. ~~Backed by Salesforce,~~This ~~pursuant~~stream torepresents ~~the~~approximately Salesforce Agreement (defined herein), and built with proprietary code deep data analytics, MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications on marketing communications, and more1.3% ~~MyPineapple~~of istotal agross ~~sophisticated and fundamental tool for~~ revenue ~~growth and relationship development~~. ~~It plays a significant role in what we believe makes our Brokerage Services distinct and cutting-edge.~~

~~MyPineapple was created to address key issues within~~3. ~~the~~Lender ~~mortgage~~partner ~~brokerage~~service ~~industry~~commissions. WeThe ~~built~~balance ~~MyPineapple~~of tototal ~~create~~gross arevenue, ~~long-term~~approximately ~~competitive~~95%, ~~advantage~~is ~~relative~~derived tofrom ~~traditional~~commissions ~~service providers,~~and ~~who have comparatively high~~volume-~~touch,~~based ~~labor~~compensation ~~intensive~~from ~~and~~lender ~~costly operations~~partners. WeCommission ~~believe~~structures ~~that,~~vary ~~through~~by ~~MyPineapple~~rate, weamount, ~~are~~promotional ~~able~~programs, tobonus ~~deliver~~eligibility ~~faster services~~ and ~~with~~funded ~~fewer errors~~volume. Our ~~MyPineapple~~lender ~~platform~~partners isinclude ~~completely automated~~banks, ~~simplifying~~trust ~~the~~companies, mortgage ~~process~~finance ~~while~~companies ~~providing efficiencies to~~ and ~~alleviating~~other ~~pressure~~financial ~~on Users’ staff in completing traditional administrative tasks~~institutions, ~~which in turn reduces the~~ ~~Users’~~including ~~cost~~but ~~structure~~not ~~and~~limited ~~results~~to; inBank ~~increased~~of ~~profit~~Nova ~~margins~~Scotia ~~and~~(Scotiabank), ~~scalability.~~Manulife ~~MyPineapple~~Bank ~~reduces~~of ~~manual~~Canada, ~~processes~~Toronto-Dominion ~~through robust quality control mechanisms~~Bank, ~~logistics management capabilities~~MCAP, ~~capacity~~First ~~planning tools and end-to-end transaction management. MyPineapple~~National ~~also~~Financial ~~includes~~LP, aHome ~~leading~~Trust ~~education~~Company, ~~technology~~Equitable ~~platform~~Bank, ~~which~~Community ~~enables~~Trust, ~~Users~~Bank toof ~~continuously~~Montreal ~~stay~~(BMO) ~~informed~~ and ~~educated~~Desjardins onMortgage ~~what mortgage~~Financing ~~solutions and market conditions could impact Canadian consumers~~Services.

~~Our~~Geographic Footprint ~~primary objectives~~ and ~~goals include, but are not limited to, the following:~~Licensing

●We currently ~~Grow~~operate ~~our~~in ~~mortgage~~Canada, ~~broker~~with ~~distribution~~active ~~channel~~brokerage tooperations ~~gain~~in ~~further~~Ontario, ~~market~~Newfoundland ~~share~~ and ~~consumer~~Labrador, ~~adoption~~New Brunswick, ~~including~~Nova ~~increasing~~Scotia, ~~organic~~British Columbia, ~~(non-acquisition~~Prince ~~related)~~Edward ~~market~~Island, ~~share~~Manitoba and toAlberta. ~~achieve~~We ~~growth~~launched onour ~~the~~first ~~number~~brokerage ofin ~~mortgages~~Ontario ~~funded~~in ~~annually;~~November ●2016, ~~Become~~opened ~~the~~our ~~go-to~~Alberta office ~~mortgage~~on ~~experience~~July ~~platform~~1, ~~for~~2021, ~~mortgage~~expanded ~~agents,~~into ~~lenders~~Newfoundland and ~~homebuyers;~~Labrador, ●Nova ~~For~~Scotia, ~~Pineapple~~New ~~Insurance~~Brunswick toand ~~provide~~Prince anEdward ~~insurance~~Island ~~option~~on ~~for~~May ~~all~~4, 2022, and opened our ~~mortgage~~first ~~approvals;~~British ●Columbia Tobrokerage ~~ensure~~office ~~that~~in we2024. ~~are~~We ~~providing~~have abeen ~~well-rounded~~approved ~~and~~by ~~custom-tailored~~applicable ~~approach~~provincial mortgage regulators to operate ~~insurance~~in ~~solutions~~the ~~that~~following ~~may~~provinces ~~best~~and ~~suit~~territories: ~~the~~Alberta, ~~clients’~~British ~~needs;~~Columbia, ●New ToBrunswick, ~~leverage~~Newfoundland ~~the~~and ~~power~~Labrador, ofNorthwest ~~our~~Territories, Nova ~~growing~~Scotia, ~~database~~Nunavut, Prince Edward Island, Quebec and ~~brand~~Yukon, ~~recognition~~and towe ~~open~~are ~~further~~pursuing ~~insurance~~additional ~~opportunity~~licensing ~~channel;~~in ~~and~~Saskatchewan.

~~Streamline the insurance approval and application process for mortgage clients using technology.~~48

63Table of Contents

~~Services and Products~~Technology

~~Brokerage~~Our Platform ~~Services~~integrates lead routing, CRM, document collection, compliance workflows, lender connectivity and analytics. By centralizing workflow and data, we aim to improve agent productivity, reduce turnaround times and enhance compliance monitoring. The Platform is cloud-hosted with role-based access controls, audit trails and data security protocols that are designed to meet or exceed applicable regulatory expectations.

~~The following is a detailed description of the Brokerages~~Digital ~~Services~~Asset ~~that~~Treasury ~~we offer:~~Strategy

1.In fiscal ~~Mortgage Brokering: We employ and engage a number of licensed Field Agents who originate clients~~2025, ~~provide~~we ~~mortgage~~established ~~consultation~~our ~~services,~~Treasury ~~advise~~Strategy ~~clients~~as ~~on the various mortgage products offered by financial institutions in Canada, offer clients access to rate information and mortgage options from~~ a ~~range~~component of ~~lenders,~~our ~~including~~corporate ~~major~~treasury ~~banks~~ and ~~lending~~strategic ~~institutions~~partnership ~~and~~program. The ~~assist~~Treasury ~~clients~~Strategy inpermits ~~selecting~~ the ~~most appropriate and effective mortgage solution for their particular needs. 2. Technology: MyPineapple is a full spectrum~~Company, ~~robust~~subject ~~and comprehensive technology system, which allows Users~~ to ~~conduct~~internal ~~their brokerage services more effectively and efficiently. Amongst other things~~policies, ~~MyPineapple~~board ~~syncs~~oversight ~~up with Users’ calendar~~ and ~~emails,~~applicable ~~produces robust reporting~~law, ~~advanced analytics, and real-time notifications for email opens, and link clicks. MyPineapple also provides Users with cloud storage. We also provide marketing support~~ to ~~Users~~hold in order to systematically manage the marketing process, segmentation and client conversions. We ensure that all clients stay well informed with highly relevant information; it also increases the conversion ratios and engagement metric for its Users. This provides Users the ability to focus on higher probability clients and deliver a ~~high~~capped ~~level~~ allocation of ~~value~~liquid ~~and~~digital ~~service~~assets ~~while~~to ~~the system manages the relationship with others. 3. Back Office Support Services: Through MyPineapple, we offer our Users back office~~ support ~~services,~~research ~~including digital~~ and ~~automated onboarding and set up~~development, ~~loan~~ecosystem ~~packaging~~partnerships and ~~processing,~~potential ~~digital~~future ~~document~~integrations collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing. 4. Pre-Underwriting Support: Technology enabled and together with ~~back-office support, we offer~~ our ~~Users~~mortgage technology ~~pre-underwriting~~stack. ~~support~~As ~~services~~of ~~that~~the ~~establish~~date ~~appropriate~~of ~~qualifying~~this ~~processes in a mortgage application~~filing, ~~providing borrowers a digital environment ensuring mortgage agents has~~ the ~~necessary~~Treasury ~~data~~Strategy ~~and~~is ~~providing~~managed ~~borrowers~~separately ~~with~~from anbrokerage ~~instant pre-qualification~~operations. WeThe ~~use~~Treasury Strategy ~~our~~is ~~diverse~~subject ~~exposure~~ to ~~the~~strict ~~mortgage~~custody, ~~industry~~risk, toaccounting ~~save~~and ~~Users~~compliance ~~from~~policies, ~~spending~~including ~~valuable~~segregation ~~resources on mortgage applications that have fewer chances~~ of ~~reaching approval. In particular~~assets, wevolatility ~~offer our Users the following pre-underwriting services~~limits, impairment ~~aimed~~monitoring ~~at speeding up the underwriting process~~ and ~~helping~~disclosure ~~mortgage lenders make accurate decisions:~~controls.

● Credit Review: We verify all information that is supplied by the client in vital loan documents and other personal information. Thereafter, we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to make monthly payments for the mortgage. We follow checklistOn-~~based~~Chain Mortgage system to ensure that all the critical aspects pertaining to underwriting are covered. ● Data Validation: Our pre-underwriting support services include recording and digitizing our findings in the data validation process. By digitizing these vital information sets about the client, we are able to establish the accuracy and speed needed to expedite the underwriting process. ● Fraud Analysis and Compliance: We pride ourselves in diligently checking for identity fraud and ensuring that applications are compliant and contain complete information. Our mortgage experts have the experience and acumen to spot missing or mala fide information. This obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting process. Our fraud analysis encompasses all aspects of the client file review process including running third-party reports. This ensures the underwriter has to focus only on decision-making. ● Appraisal Ordering and Review: We take charge of title ordering and dispatching verified property information to the appraiser to boost the turnaround times of the appraisal process. Once the appraisal is over, we carefully review the appraisal report to ensure that the process has been completed in a fair and error-free manner. ● Data Analytics: Through MyPineapple, we are able to use data to analyze customer benefit opportunities as they become available. In particular, MyPineapple allows us to utilize the data that has been acquired through the mortgage approval process along with real time real estate and credit data to thereby reduce costs and overall debt process timelines.Development

64We are conducting research and development to explore the application of distributed ledger and smart-contract technologies to selected elements of the mortgage lifecycle (“On-Chain Mortgage Development”). Areas of exploration include, among others, identity and document attestations, collateral and lien data registries, payment and remittance workflows, servicing data integrity, and potential future pathways for asset issuance and investor reporting. These initiatives are currently in development and do not contribute material revenue. Any commercial deployment will require successful technical validation, market acceptance, appropriate regulatory permissions and the establishment of robust compliance, privacy and security controls. We may pursue pilot programs with ecosystem partners and service providers to evaluate feasibility and cost-benefit outcomes.

~~Insurance~~Compliance and ~~Products~~Regulatory

~~Pineapple Insurance Inc. is a wholly owned subsidiary~~Our ofbrokerage ~~Pineapple~~activities ~~Financial~~are ~~Inc.~~subject ~~This entity is~~ to ~~serve~~provincial ~~the insurance needs of our brand~~ mortgage ~~brokers~~brokerage laws and ~~agents~~regulations, ~~across~~consumer ~~Canada.~~protection ~~Pineapple~~requirements, anti-money ~~Insurance~~laundering isand toanti-terrorist ~~act~~financing asobligations, anprivacy ~~Managing~~and ~~General~~data ~~Agent~~protection ~~(MGA)~~laws ~~supported~~and byrelated ~~Industrial Alliance~~guidance. ~~This~~We ~~entity~~maintain ~~will~~policies, ~~create both a revenue channel~~procedures, ~~and~~training ~~retention strategy for borrowers that live within our database. This will also allow a growth opportunity~~ and ansupervision ~~overall~~designed ~~holistic financial~~to ~~services~~promote ~~opportunity~~compliance, including for ~~us.~~third-party Weaffiliates ~~are~~who ~~currently~~operate inon ~~the~~our ~~early stages of development of Pineapple Insurance Inc~~Platform. ~~Operational~~Our ~~infrastructure~~Treasury Strategy and aOn-Chain ~~budget~~Mortgage ~~has~~Development ~~been~~are ~~prepared~~subject ~~alongside technology modifications~~ to ~~our~~additional ~~MyPineapple~~legal, ~~system~~accounting, intax ~~order~~and toregulatory ~~manage~~considerations. ~~the~~We ~~delivery of this product.~~evaluate Wethese ~~have~~programs ~~also~~with ~~created~~external alegal ~~sales~~counsel and ~~marketing~~advisors ~~plan alongside assets~~ and ~~materials~~implement governance, ~~which~~risk ~~will~~and becontrol ~~used~~frameworks ~~for~~that ~~initial~~we ~~launch.~~believe ~~Our~~are ~~next steps~~appropriate ~~are~~for ~~staffing~~their ~~and~~scope ~~human capital requirements in order to execute on the business plan~~ and ~~goals of developing Pineapple Insurance~~scale.

~~Pineapple Insurance provides the following services:~~MyPineapple

●At the Weheart ~~will~~of ~~complete~~our aBrokerage ~~needs~~Services ~~analysis~~is onan ~~each~~innovative ~~client~~technology tosystem, ~~ensure~~MyPineapple, ~~the~~that ~~most~~provides ~~suitable~~real ~~product~~time todata ~~meet~~management ~~both their needs~~ and ~~their~~reporting, lead ~~goals.~~generation Inopportunities, ~~our~~customer ~~product~~relationship ~~suite~~management, wedeal ~~will~~processing, ~~offer~~education ~~term~~and ~~life~~knowledge ~~insurance~~center, ~~which~~payroll, ~~will~~regulatory compliance, ~~provide~~data aanalytics, ~~low-cost~~document ~~coverage~~collection atand astorage, ~~fixed~~automated ~~rate~~onboarding, oflender ~~payments~~access, ~~for~~back aoffice ~~limited~~support ~~period~~and ofdirect ~~time~~underwriting support, ~~for~~all ~~the~~in ~~life of the mortgage~~one. ~~The~~MyPineapple ~~goal~~offers ofnetwork ~~this~~management ~~product~~capabilities isfor toUsers, ~~ensure~~including ~~that~~hundreds ~~in the event~~ of ~~the~~qualified ~~insurer’s~~Field ~~untimely~~Agents, ~~death~~to ~~with~~create an ~~their~~efficient ~~term~~marketplace ~~policy~~for ~~their beneficiaries will be covered in~~ the ~~amount~~provision of ~~the~~mortgage ~~policy~~lending ~~during~~and ~~the~~insurance ~~life~~industry ~~of the term~~services. NoMyPineapple ~~insurance~~integrates ~~will~~directly bewith Equifax, ~~paid~~OneSpan, toG ~~the~~Suite ~~beneficiary~~and ~~should~~Filogix ~~the~~and ~~insured~~manages ~~pass~~Users’ ~~away~~day-to-day ~~after~~business ~~the~~through ~~end~~automated oftriggers ~~the~~and ~~term~~tasks, orensuring ifnothing falls ~~the~~through ~~insured did not make~~ the ~~required payments~~cracks. ●MyPineapple ~~Whole~~syncs ~~Life~~up ~~Insurance~~with isUsers’ acalendar ~~life~~and ~~insurance~~emails, ~~policy~~produces ~~which~~robust isreporting, ~~guaranteed~~advanced ~~to remain in force for the insured’s entire lifetime~~analytics, and ~~provided~~real-time ~~required~~notifications ~~premiums~~on ~~are~~marketing ~~paid~~communications, orand ~~to the maturity date~~more. InMyPineapple ~~addition~~is ~~to paying~~ a ~~death~~sophisticated ~~benefit,~~and ~~whole~~fundamental ~~life~~tool ~~insurance~~for ~~also~~revenue ~~contains~~growth and arelationship ~~savings~~development. ~~component~~It inplays ~~which cash value may accumulate on~~ a ~~tax-advantaged~~significant ~~basis.~~role ~~The~~in ~~policies~~what ~~can~~we bebelieve ~~leveraged~~makes ~~as collateral or an asset with~~ our ~~lenders~~Brokerage ~~through~~Services ~~the~~distinct ~~Company~~and cutting-edge.

● For both our personal and our business clients, we offer permanent life insurance policies, which offer a death benefit and cash value. The death benefit is money that is paid to your beneficiaries when you pass away. Cash value is a separate savings component that you may be able to access while you are still alive. Permanent insurance can help cover the business owner for their entire life. And unlike term insurance, it includes the potential for a cash accumulation fund. Investments in the fund are tax-preferred, including at death when the tax-free death benefit is paid out to a named beneficiary. An additional benefit of permanent life insurance is that allocating funds in a corporation away from taxable investments to a permanent life insurance policy can help reduce overall annual taxable investment income. Permanent life insurance lasts from the time you buy a policy to the time you pass away, as long as you pay the required premiums. The policies can be leveraged as collateral or an asset with our lenders through the Company. ● Critical Illness Insurance provides additional coverage for medical emergencies like heart attacks, strokes, or cancer. Because these emergencies or illnesses often incur greater-than-average medical costs, these policies pay out cash to help cover those overruns where traditional health insurance may fall short and help cover living expenses while the client recovers. These policies come at a relatively low cost. However, the instances that they will cover are generally limited to a few illnesses or emergencies. The key element is to ensure that the mortgagor does not fall behind in their mortgage payments. ● Credit Insurance is a type of life insurance that can cover the remaining amount of your loan in the event of your death. Your insurance company will use the death benefit to pay down or pay off the remaining balance on the loan, up to a maximum amount outlined in the certificate of insurance. The money from your death benefit will go to your creditor. The money will not go to your family or beneficiaries.49

WeTable ~~offer a wide range~~ of investment options to suit clients risk tolerance and investment preferences. A financial advisor will review and assess the needs of each client to determine the short- and long-term goals for financial success. Such options may include segregated funds or mutual funds for registered (registered education savings plans (RESPs), registered retirement savings plans (RRSPs), tax-free savings accounts (TFSAs), etc.) and non-registered accounts. A segregated fund, or seg fund, is a type of investment fund administered by Canadian insurance companies in the form of individual, variable life insurance contracts offering certain guarantees to the policyholder such as reimbursement of capital upon death and mutual funds. As a regulatory requirement, all Canadian mortgage approvals being presented by the mortgage broker channel must include the option for a client to consider an insurance option in an effort to protect the liability in the case of death or disability. Pineapple Insurance Inc. will be presenting this insurance option for a client to accept or not via the products that we have available. This will be presented to all mortgage approvals being offered via our parent company, Pineapple Financial Inc.Contents

65MyPineapple was created to address key issues within the mortgage brokerage industry. We built MyPineapple to create a long-term competitive advantage relative to traditional service providers, who have comparatively high-touch, labor intensive and costly operations. We believe that, through MyPineapple, we are able to deliver faster services and with fewer errors. Our MyPineapple platform is completely automated, simplifying the mortgage process while providing efficiencies to and alleviating pressure on Users’ staff in completing traditional administrative tasks, which in turn reduces the Users’ cost structure and results in increased profit margins and scalability. MyPineapple reduces manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning tools and end-to-end transaction management. MyPineapple also includes a leading education technology platform, which enables Users to continuously stay informed and educated on what mortgage solutions and market conditions could impact Canadian consumers.

AsOur primary aobjectives ~~complementary~~and ~~service~~goals ~~to our parent company~~include, ~~Pineapple~~ ~~Financial~~but ~~Inc.,~~are ~~this~~not ~~insurance~~limited ~~subsidiary was created~~ to ~~easily serve the needs of the homeowners whose mortgages originate with us. With any mortgage product in Canada~~, ~~an insurance component is a requirement, hence~~ the ~~diversification and business development into insurance.~~following:

~~Our~~● Grow ~~insurance~~our ~~services~~mortgage ~~identified~~broker ~~above~~distribution ~~currently are~~channel ~~provided~~to bygain afurther ~~third-party~~market ~~insurance~~share ~~company,~~and ~~Industrial~~consumer ~~Alliance Inc.~~adoption, ~~with~~including ~~whom~~increasing weorganic ~~are affiliated as a managing general agent~~ (~~MGA).~~non-acquisition ~~We,~~related) ~~therefore,~~market ~~act~~share asand anto ~~agent~~achieve ~~earning~~growth ~~commissions~~on ~~from~~ the ~~premiums~~number ~~charged~~of bymortgages ~~the~~funded ~~insurance company.~~annually;

We● Become ~~believe~~ the ~~material steps for Pineapple Insurance~~ go-to ~~grow~~mortgage ~~form~~experience ~~its~~platform ~~early~~for ~~stages~~mortgage ofagents, ~~development~~lenders ~~are~~and ~~as follow:~~homebuyers;

	1.	To introduce the services offered by Industrial Alliance and to serve the Users on our platform, MyPineapple, is to market these services, create a knowledge base for them to understand and pass on the learning to their customers, create a support structure for both Users and Users’ customers.
	2.	Set up an internal infrastructure for the management and offering of these services i.e. hire a senior management person to manage the operational affairs and thereafter additional personnel, as needed when the business grows. The additional personnel will be mostly sales commissionable personnel with a retainer.

● For Pineapple Insurance to provide an insurance option for all our mortgage approvals;

~~Pineapple Insurance officially launched in October~~● ~~2024,~~To ~~marking~~ensure athat ~~significant~~we ~~milestone in Pineapple Financial’s diversification strategy. The costs anticipated for Pineapple Insurance~~ are ~~largely~~providing ~~tied~~a towell-rounded ~~marketing efforts, human capital,~~ and ~~platform~~custom-tailored ~~development.~~approach ~~Human~~to ~~capital~~insurance ~~costs~~solutions include a fixed expense for senior leadership, along with variable costs for additional personnel as the business scales. With the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless client experiences and operational efficiency. We estimate that ~~approximately~~may ~~15%~~best ofsuit the ~~proceeds from the shares offering will be allocated to support the continued growth and scaling~~clients’ ~~of this business vertical.~~needs;

~~The growth timeline for Pineapple Insurance is projected~~● atTo 12leverage ~~to 24 months post-launch, reflecting strong initial demand and~~ the ~~effectiveness~~power of our ~~comprehensive~~growing ~~go-to-market~~database ~~strategy. This timeline is contingent upon the effectiveness of marketing campaigns, customer adoption of the services offered by Industrial Alliance,~~ and ~~the~~brand ~~competitiveness~~recognition ~~of pricing and premiums. The early success of our launch indicates promising customer acceptance, supported by focused efforts~~ to ~~educate~~open ~~users~~further oninsurance ~~product~~opportunity ~~variations~~channel; and ~~benefits. These efforts are expected to accelerate market penetration and drive sustained growth for this subsidiary.~~

~~InsurTech~~Streamline the insurance approval and application process for mortgage clients using technology.

~~MyPineapple is a key reason for our success and has~~Services ~~the ability to drive interested~~ and ~~timely~~Products ~~insurance~~Brokerage prospects to a replicated module that we have built in order to streamline and manage the customer flow for insurance products. The process is designed to create a unique synchronicity between the client obtaining a mortgage approval and insurance approval.Services

~~Combined, the simplicity of the two platforms with~~The ~~its~~following ~~connectivity~~is ~~and~~a ~~integrations~~detailed ~~will~~description ~~allow~~of ~~Pineapple~~the ~~Insurance~~Brokerages toServices ~~successfully~~that ~~process~~we ~~and approve insurance applications.~~offer:

1. Mortgage Brokering: We ~~have~~employ ~~also~~and ~~created~~engage ~~client~~a ~~segmentations~~number ~~and~~of ~~retention~~licensed Field Agents who originate clients, provide mortgage consultation services, ~~programs~~advise clients on the various mortgage products offered by financial institutions in Canada, offer clients access to ~~ensure~~rate ~~that~~information and wemortgage ~~can~~options ~~maximize~~from ~~our~~a ~~database~~range of ~~over 150~~lenders,~~000~~ ~~potential~~including major banks and lending institutions and assist clients in selecting the most appropriate and effective mortgage solution for their particular needs.

662. Technology: MyPineapple is a full spectrum, robust and comprehensive technology system, which allows Users to conduct their brokerage services more effectively and efficiently. Amongst other things, MyPineapple syncs up with Users’ calendar and emails, produces robust reporting, advanced analytics, and real-time notifications for email opens, and link clicks. MyPineapple also provides Users with cloud storage. We also provide marketing support to Users in order to systematically manage the marketing process, segmentation and client conversions. We ensure that all clients stay well informed with highly relevant information; it also increases the conversion ratios and engagement metric for its Users. This provides Users the ability to focus on higher probability clients and deliver a high level of value and service while the system manages the relationship with others.

~~Growth~~3. Back ~~Strategy~~Office Support Services: Through MyPineapple, we offer our Users back office support services, including digital and automated onboarding and set up, loan packaging and processing, digital document collection and client portals, loan maintenance activities, payroll, lender communication, reporting requirements for regulators and business management, cloud services, expense collections, document preparation, compliance, training, administration and marketing.

~~Brokerage Services~~50

WeTable ~~aim to gain further market share and consumer adoption by focusing on the following areas~~ of ~~growth:~~Contents

14. Pre-Underwriting ~~Increase Agent Revenue From Optimized Analytics~~Support: WeTechnology ~~will~~enabled ~~continue to analyze past borrower data to determine opportunities to beneficially re-service them in the future, potentially creating revenue generating activities~~ and ~~significantly~~together ~~enhancing~~with ~~the borrower experience. 2. Added Product Suite~~ back-office ~~Insurance. As discussed above~~support, we ~~are~~offer ~~establishing~~our anUsers ~~insurance~~pre-underwriting ~~channel~~support services that ~~provides~~establish ~~borrowers~~appropriate ~~with~~qualifying aprocesses ~~full~~in ~~suite~~a ofmortgage ~~insurance products~~application, ~~which~~providing weborrowers ~~believe~~a ~~will~~digital ~~increase~~environment ~~revenue.~~ensuring 3.mortgage agents ~~National~~has ~~Expansion:~~the Wenecessary ~~expect~~data ~~to continue to expand our business~~ and ~~operations~~providing ~~into~~borrowers ~~current jurisdictions along~~ with ~~new~~an ~~provinces~~instant ~~such as British Colombia and Quebec. 4. Borrower~~pre-~~Facing Technology~~qualification. We ~~believe~~use ~~MyPineapple~~our ~~will~~diverse beexposure ato ~~marketplace~~the ~~where~~mortgage industry ~~clients~~to ~~can~~save ~~select~~Users from aspending ~~variety~~valuable ofresources on mortgage ~~products~~applications that ~~will~~have ~~suit~~fewer ~~their~~chances ~~individual~~of ~~needs~~reaching ~~while~~approval. ~~tracking~~In particular, we offer our Users the ~~progress~~following ~~and~~pre-underwriting ~~status~~services, ofaimed ~~the~~at ~~transaction~~speeding ~~for~~up the ~~life~~underwriting ofprocess ~~the~~and helping mortgage ~~and~~lenders make ~~beyond.~~accurate decisions:

~~Insurance~~● Credit ~~Products~~Review: We verify all information that is supplied by the client in vital loan documents and other personal information. Thereafter, we meticulously review client credit records and tax return documents to ensure the client has the required financial stability to make monthly payments for the mortgage. We follow checklist-based system to ensure that all the critical aspects pertaining to underwriting are covered.

In● Data ~~order~~Validation: toOur ~~achieve~~pre-underwriting ~~our~~support ~~objectives~~services include recording and ~~goals,~~digitizing ~~Pineapple~~our findings in the data validation process. ~~Insurance~~By ~~will~~digitizing ~~focus~~these onvital ~~four~~information ~~main~~sets ~~areas:~~about the client, we are able to establish the accuracy and speed needed to expedite the underwriting process.

	1.	Insurance originations: Our files will be obtained exclusively through the Pineapple Financial referral network. This will be achieved through technology integration where Pineapple Insurance agents are immediately notified of a mortgage approval which requires an insurance option. Our agents will be highly trained in an effort to service the growth of our referral network. Consistency in service level and approach is key to building our brand.
	2.	Emphasizing core values: Servicing our clients, maintaining relationships, ongoing and continued support, education and training, ongoing lines of communication between mortgage agent and insurance agent and ensuring a smooth and efficient closing process. We expect our agents to conduct themselves with the highest level of professionalism and carry out the fundamental and core values of Pineapple Insurance at all times.

● Fraud Analysis and Compliance: We pride ourselves in diligently checking for identity fraud and ensuring that applications are compliant and contain complete information. Our mortgage experts have the experience and acumen to spot missing or mala fide information. This obviates the need for the underwriter to send client files back for incomplete information and thereby speeds up the underwriting process. Our fraud analysis encompasses all aspects of the client file review process including running third-party reports. This ensures the underwriter has to focus only on decision-making.

	3.	Hiring and training insurance agents: We will follow and adhere to strict hiring and training policies as set out in our training manuals. Development of education and training programs working in conjunction with our partners. Ensuring that we are consistently working on recruiting top performing insurance agents that will be able to meet the growth and scale of the needs of the Company.
	4.	Technologies and relationship management tools: We will be replicating and customizing our robust MyPineapple system for data transfer and client management. This will be broken into the following areas:

● Appraisal Ordering and Review: We take charge of title ordering and dispatching verified property information to the appraiser to boost the turnaround times of the appraisal process. Once the appraisal is over, we carefully review the appraisal report to ensure that the process has been completed in a fair and error-free manner.

● Data ~~Operational Excellence~~Analytics: ~~notifying~~Through ~~insurance~~MyPineapple, ~~agents~~we atare ~~the~~able ~~optimal time~~ to ~~increase~~use ~~conversion~~data ~~metrics~~to ~~and~~analyze customer ~~satisfaction.~~benefit ~~Integration~~opportunities ofas ~~client~~they ~~data~~become ~~so the process is convenient for all involved parties~~available. ~~Visibility~~In ofparticular, MyPineapple ~~status~~allows ~~and~~us ~~automations~~to ofutilize ~~workflow~~the ~~and~~data ~~requirements;~~that ●has ~~Client~~been ~~Relationship~~acquired ~~Management~~through ~~(CRM):~~the ~~Advancing~~mortgage ~~client~~approval ~~relationships~~process ~~towards~~along ~~application~~with ~~indication,~~real ~~application~~time ~~completion~~real estate and ~~client~~credit ~~retention;~~data ~~and ● Acquisition: marketing funnels~~ to ~~leverage~~thereby ~~the~~reduce ~~overall~~costs ~~database~~ and ~~identity~~overall ~~opportunities~~debt ~~from~~process ~~older missed opportunities~~timelines.

67Insurance Products

~~Markets~~Pineapple Insurance Inc. is a wholly owned subsidiary of Pineapple Financial Inc. This entity is to serve the insurance needs of our brand mortgage brokers and agents across Canada. Pineapple Insurance is to act as a Managing General Agent (MGA) supported by Industrial Alliance. This entity will create both a revenue channel and retention strategy for borrowers that live within our ~~Services~~database. This will also allow a growth opportunity and an overall holistic financial services opportunity for us. We are currently in the early stages of development of Pineapple Insurance Inc. Operational infrastructure and a budget has been prepared alongside technology modifications to our MyPineapple system in order to manage the delivery of this product. We have also created a sales and marketing plan alongside assets and materials, which will be used for initial launch. Our next steps are staffing and human capital requirements in order to execute on the business plan and goals of developing Pineapple Insurance.

~~Brokerage Services~~51

~~The~~Table ~~clients for our Brokerage Services include mortgage agents, brokers, sub-brokers, brokerages and consumers. Our customer activity is intrinsically linked to the health~~ of ~~the real estate or commercial markets generally, particularly in Canada.~~Contents

~~Strong housing demand during 2020, 2021 and the first~~Pineapple ~~quarter~~Insurance ofprovides ~~2022 positively impacted~~ the ~~seasonal~~following variations. With the onset of inflationary pressures around the globe, not only the seasonality but the normal trends of the housing markets have declined with the increase of interest rates. Although our business may be negatively impacted, we believe our multiple channels of revenue helps to mitigate any such impact.services:

In● We ~~alignment~~will ~~with~~complete a needs analysis on each client to ensure the ~~Canadian~~most ~~government’s commitment~~suitable product to ~~improving~~meet ~~housing~~both ~~affordability~~their needs and ~~accessibility~~their goals. In our product suite, ~~several~~we ~~new~~will ~~housing~~offer ~~measures~~term ~~have~~life ~~been~~insurance ~~introduced~~which towill ~~support~~provide ~~homeowners and~~a ~~first~~low-~~time~~cost ~~buyers.~~coverage ~~These~~at ~~include~~a ~~enabling~~fixed ~~homeowners~~rate toof ~~refinance~~payments ~~their~~for ~~mortgages~~a tolimited ~~construct~~period of ~~secondary~~time ~~rental~~for ~~suites~~the ~~and~~life ~~borrowing up~~of the mortgage. The goal of this product is to ~~90%~~ensure that in the event of ~~their~~the ~~home~~insurer’s ~~value~~untimely death with their aterm ~~30-year~~policy ~~amortization~~their ~~period.~~beneficiaries ~~Additionally,~~will be covered in the ~~mortgage~~amount ~~insurance~~of ~~price~~the ~~limit~~policy ~~has~~during ~~been~~the ~~increased~~life of the term. No insurance will be paid to $2the ~~million,~~beneficiary ~~ensuring~~should ~~broader~~the ~~access~~insured topass ~~financing~~away ~~across~~after ~~Canada’s~~the ~~diverse~~end ~~housing~~of ~~markets~~the term or if the insured did not make the required payments.

~~The~~● Whole ~~government~~Life ~~has~~Insurance ~~also~~is ~~proposed~~a ~~consultations~~life ~~on taxing~~insurance ~~vacant~~policy ~~land~~which is guaranteed to ~~encourage~~remain ~~development~~in ~~and~~force ~~incentivize~~for ~~landowners~~the toinsured’s ~~build~~entire ~~homes.~~lifetime, ~~Collaboration~~provided required ~~with~~premiums ~~provinces,~~are ~~territories~~paid, ~~and municipalities~~or isto ~~underway~~the tomaturity ~~implement~~date. ~~these~~In ~~measures~~addition ~~effectively.~~to ~~Starting~~paying ~~December~~a ~~15,~~death ~~2024~~benefit, ~~two~~whole ~~key~~life ~~rules~~insurance ~~will~~also ~~further~~contains ~~aid~~a ~~affordability:~~savings ~~30-year~~component ~~mortgage~~in ~~amortizations~~which ~~will~~cash ~~become~~value ~~available~~may toaccumulate ~~all~~on ~~first~~a tax-~~time~~advantaged ~~homebuyers~~basis. ~~and~~The ~~buyers~~policies ofcan ~~new-build~~be ~~properties,~~leveraged ~~and~~as ~~the~~collateral ~~price~~or ~~cap for~~an ~~insured~~asset ~~mortgages~~with our ~~will~~lenders ~~rise~~through tothe $1Company.~~5 million from $1 million.~~

~~Moreover~~● For both our personal and our business clients, ~~the~~we ~~federal~~offer ~~government~~permanent ~~has~~life ~~expanded~~insurance policies, which offer a death benefit and cash value. The death benefit is money that is paid to your beneficiaries when you pass away. Cash value is a separate savings component that you may be able to access while you are still alive. Permanent insurance can help cover the business owner for their entire life. And unlike ~~Canada~~term ~~Public~~insurance, ~~Land~~it ~~Bank~~includes bythe ~~adding~~potential 14for ~~underused~~a ~~federal~~cash ~~properties~~accumulation fund. Investments in the fund are tax-preferred, ~~bringing~~including at death when the ~~total~~tax-free death benefit is paid out to 70a named beneficiary. ~~These~~An ~~properties~~additional ~~across~~benefit ~~major~~of ~~cities~~permanent ~~are~~life insurance is that allocating ~~slated~~funds ~~for~~in ~~affordable~~a ~~housing~~corporation ~~developments~~away from taxable investments to a permanent life insurance policy can help reduce overall annual taxable investment income. ~~This~~Permanent ~~initiative~~life ~~supports~~insurance lasts from the ~~government’s~~time ~~broader~~you ~~plan~~buy a policy to ~~unlock~~the ~~public~~time ~~lands~~you ~~for~~pass ~~housing and~~away, ~~address~~as long as you pay the ~~growing~~required ~~demand~~premiums. The ~~for~~policies ~~homes~~can ~~while~~be ~~strengthening~~leveraged ~~Canadian~~as ~~communities~~collateral or an asset with our lenders through the Company.

~~These~~● Critical ~~measures~~Illness Insurance provides additional coverage for medical emergencies like heart attacks, ~~alongside~~strokes, ~~the~~or ~~influx~~cancer. ofBecause ~~new~~these emergencies ~~immigrants~~or illnesses often incur greater-than-average medical costs, these policies pay out cash to help cover those overruns where traditional health insurance may fall short and help cover living expenses while the ~~rising~~client ~~demand~~recovers. ~~for~~These ~~home~~policies ~~renovations,~~come ~~refurbishments,~~at ~~and~~a ~~innovative~~relatively low ~~financing~~cost. ~~solutions~~However, ~~create~~the ainstances ~~favorable~~that ~~environment~~they ~~for~~will ~~Pineapple Financial~~cover ~~Inc~~are generally limited to a few illnesses or emergencies. The key element is to ensure ~~continue~~that ~~expanding~~the ~~its~~mortgagor ~~offerings~~does ~~and~~not ~~capitalizing~~fall onbehind ~~these~~in ~~growth~~their ~~opportunities~~mortgage payments.

● Credit Insurance ~~Products~~is a type of life insurance that can cover the remaining amount of your loan in the event of your death. Your insurance company will use the death benefit to pay down or pay off the remaining balance on the loan, up to a maximum amount outlined in the certificate of insurance. The money from your death benefit will go to your creditor. The money will not go to your family or beneficiaries.

~~The~~We offer ~~insurance~~a ~~market~~wide range of investment options to suit clients risk tolerance and investment preferences. A financial advisor will review and assess the needs of each client to determine the short- and long-term goals for ~~Pineapple~~financial ~~Insurance~~success. Such options may include segregated funds or mutual funds for registered (registered education savings plans (RESPs), registered retirement savings plans (RRSPs), tax-free savings accounts (TFSAs), etc.) and non-registered accounts. A segregated fund, or seg fund, is ~~focused~~a type of investment fund administered ~~around~~by ~~growth~~Canadian insurance companies in the form of individual, variable life insurance contracts offering certain guarantees to the policyholder such as reimbursement of capital upon death and mutual funds. As a regulatory requirement, all Canadian mortgage ~~landscape~~approvals asbeing ~~well~~presented by asthe ~~market~~mortgage ~~share~~broker ~~growth~~channel must include the option for a client to consider an insurance option in an effort to protect the liability in the case of death or disability. Pineapple Insurance Inc. will be presenting this insurance option for a client to accept or not via the products that we have available. This will be presented to all mortgage approvals being offered via our parent company, Pineapple Financial Inc.

●As a ~~Real~~complementary ~~estate~~service ~~investors: we are able~~ to ~~consolidate~~our ~~multiple~~parent ~~mortgage~~company, ~~amounts~~Pineapple ~~into~~Financial ~~one insurance policy to help minimize risk if an investor has multiple properties~~Inc. ~~● Residential Home purchase: with Canadian housing prices hitting all-time highs~~, wethis ~~will~~insurance ~~help~~subsidiary ~~clients~~was ~~provide~~created ~~insurance~~ to ~~fill~~easily serve the ~~gap~~needs of ~~between their current coverage and~~ the ~~mortgage~~homeowners ~~amount~~whose ●mortgages ~~Refinance:~~originate ~~can~~with ~~help~~us. ~~clients~~With ~~reduce~~any ~~existing~~mortgage ~~coverage~~product orin ~~apply/consolidate~~Canada, ifan ~~they~~insurance ~~require~~component ~~additional~~is ~~coverage.~~a ●requirement, ~~Reverse Mortgage: these clients can use~~ hence the ~~income~~diversification ~~from~~and ~~the~~business ~~reverse~~development ~~mortgage~~into ~~to help plan their final expense through~~ insurance ~~as well as enrich their retirement years~~.

68Our insurance services identified above currently are provided by a third-party insurance company, Industrial Alliance Inc., with whom we are affiliated as a managing general agent (MGA). We, therefore, act as an agent earning commissions from the premiums charged by the insurance company.

● Switch: transferring to another lender at renewal. The insurance we offer is not tied to the lender directly and can assist clients in locking in their rates long term when they can still qualify for insurance ● Renovation and construction: Clients will be able to access their cash values in their permanent insurance policies to help fund their renovations and construction projects. If additional financing is required, we can provide the added insurance coverage needed. ● Self-Employed: As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that can suit their needs since they generally do not have a company benefits plan. Income protection will also be a key component of our business here. ● Commercial Mortgages: We can provide the proper insurance to clients for the right amount of coverage and timeline for one or multiple investors. Coverages can go up to $20 million. ● Private Lending: Customized insurance can be provided to private lenders who may have a different set of circumstances in terms of investment type and timeline horizon. ● High Risk Health & Uninsurable: We can offer guaranteed issue insurance to clients who may have declining health or were previously declined for insurance in the past.52

~~Pineapple~~Table ~~Financial~~of ~~Inc. and Mortgage Market Dependency~~Contents

AsWe believe ofthe ~~November~~material ~~2024,~~steps ~~Canada’s~~for ~~mortgage~~Pineapple ~~market continues~~Insurance to ~~demonstrate~~grow ~~resilience~~form ~~despite~~its ~~ongoing~~early ~~challenges.~~stages ~~According to the Bank~~ of ~~Canada,~~development ~~the~~are total residential mortgage market is valued at over $1.6 trillion, driven by population growth, increasing borrower demand, and evolving consumer sentiment. This figure excludes mortgages held by provincially regulated entities such as ~~credit unions and mortgage investment corporations.~~follows:

~~Mortgage~~1. To ~~lenders~~introduce ~~offer~~the aservices ~~broad~~offered ~~range~~by ofIndustrial ~~products, including~~Alliance ~~fixed~~ and ~~variable~~to ~~rates,~~serve ~~varying terms, and flexible amortization periods. Recent interest rate cuts by~~ the ~~Bank~~Users ofon ~~Canada have~~our ~~rejuvenated~~platform, ~~the market~~MyPineapple, ~~improving~~is ~~affordability~~to ~~for~~market ~~new~~these ~~buyers~~services, create ~~and~~a ~~creating~~knowledge ~~opportunities~~base for ~~existing~~them ~~homeowners~~ to ~~refinance~~understand ~~or renew~~and atpass ~~more~~on ~~favorable~~the ~~terms.~~learning ~~The~~to ~~practice~~their ofcustomers, ~~negotiating~~create ~~discounted~~a ~~rates~~support ~~remains~~structure ~~prevalent,~~for ~~highlighting~~both ~~the importance of mortgage~~Users ~~brokers~~and inUsers’ ~~securing competitive deals for clients~~customers.

~~Mortgage brokers are critical intermediaries, leveraging~~2. ~~their~~Set ~~volume-based~~up ~~bargaining~~an ~~power~~internal toinfrastructure ~~erode~~for ~~lender~~the ~~price~~management ~~discrimination~~ and ~~secure~~offering ~~advantageous~~of ~~rates.~~these ~~These~~services, ~~professionals~~i.e. ~~are~~hire ~~provincially regulated~~a ~~and~~senior ~~must~~management ~~meet~~person ~~stringent~~to ~~licensing~~manage ~~and training requirements. While~~ the operational ~~barriers~~affairs toand ~~entry~~thereafter ~~remain~~additional ~~relatively low~~personnel, ~~successful~~as ~~brokers rely~~needed onwhen ~~experience,~~the ~~negotiating~~business ~~skills,~~grows. ~~and~~The ~~technological~~additional ~~support~~personnel towill ~~thrive~~be inmostly ansales commissionable ~~increasingly~~personnel ~~competitive~~with ~~market~~a retainer.

~~Key~~Pineapple Insurance ~~trends~~officially ~~currently~~launched ~~influencing~~in ~~the~~October ~~market~~2024, marking a significant milestone in Pineapple Financial’s diversification strategy. The costs anticipated for Pineapple Insurance are largely tied to marketing efforts, human capital, and platform development. Human capital costs include: a fixed expense for senior leadership, along with variable costs for additional personnel as the business scales. With the strategic integration of Pineapple Insurance into the MyPineapple platform, our development costs are aimed at ensuring seamless client experiences and operational efficiency.

●The growth ~~Renewals~~timeline ~~Surge:~~for ~~Over~~Pineapple ~~30%~~Insurance ofis ~~Canadian~~projected ~~mortgages~~at ~~are~~12 ~~expected~~ to ~~renew~~24 ~~within~~months ~~the~~post-launch, ~~next~~reflecting 12strong ~~months,~~initial ademand ~~significant~~and ~~driver~~the effectiveness of our comprehensive go-to-market ~~activity~~strategy. ●This ~~Housing~~timeline ~~Shortages:~~is Acontingent ~~growing~~upon ~~population,~~the ~~combined~~effectiveness ~~with~~of ~~limited~~marketing ~~housing supply~~campaigns, ~~has~~customer ~~led~~adoption of ~~to increased pressure on~~ the ~~market,~~services ~~with~~offered ~~demand~~by ~~consistently~~Industrial ~~outstripping available inventory. ● Government Policies: Recent adjustments~~Alliance, ~~such~~and as the ~~introduction~~competitiveness of apricing ~~30-year amortization period for insured mortgages~~ and ~~incentives~~premiums. ~~for~~The ~~affordable~~early ~~housing,~~success ~~have~~of ~~bolstered~~our ~~consumer~~launch ~~confidence~~indicates promising ~~and~~customer ~~created new opportunities. ● Consumer Sentiment: Improved confidence~~acceptance, ~~spurred~~supported by ~~rate~~focused ~~cuts~~efforts ~~and~~to ~~stabilizing~~educate ~~economic~~users ~~conditions,~~on ~~has~~product ~~increased~~variations ~~buyer~~and ~~activity despite affordability challenges~~benefits. ●These ~~Technology~~efforts ~~Adoption: Platforms like MyPineapple~~ are ~~transforming~~expected to ~~the~~accelerate ~~brokerage~~market ~~landscape~~penetration ~~by streamlining processes~~ and ~~providing~~drive ~~brokers~~sustained ~~with~~growth ~~data-driven~~for ~~tools~~this ~~to enhance efficiency and client satisfaction~~subsidiary.

69InsurTech

~~Industry~~MyPineapple is ~~Growth~~a ~~Strategy~~key reason for our success and has the ability to drive interested and timely insurance prospects to a replicated module that we have built in order to streamline and manage the customer flow for insurance products. The process is designed to create a unique synchronicity between the client obtaining a mortgage approval and insurance approval.

~~Our~~Combined, the ~~growth~~simplicity ~~strategy~~of ~~focuses~~the ontwo ~~organic~~platforms ~~expansion, targeting~~with ~~increased~~its ~~market~~connectivity ~~share~~and ~~through:~~integrations will allow Pineapple Insurance to successfully process and approve insurance applications.

~~1. Recruitment:~~ We have successfully recruited a significant number of Field Agents and Users, driving a growth rate higher than many competitors. By leveraging detailed insights into competitive models, we have tailored our value proposition to attract and retain top talent. 2. Technological Integration: Our proprietary platform, MyPineapple, empowers brokers with tools to increase sales volume, productivity, and efficiency. This system also ~~supports~~created ~~the~~client ~~seamless~~segmentations ~~integration of complementary services, such as insurance products, creating additional revenue streams~~ and ~~enhancing~~retention ~~the~~programs ~~overall client experience. 3. Policy Alignment: By aligning our offerings with government initiatives~~ to ~~support~~ensure ~~housing~~that ~~affordability and address shortages,~~ we ~~have~~can ~~positioned~~maximize ~~ourselves~~our asdatabase ~~a key player in addressing critical market needs. 4. Focus on Renewals and Refinances: With a large portion~~ of ~~the~~over ~~mortgage market up for renewal in the next year~~150,000 wepotential ~~have tailored solutions to help brokers optimize their client retention and capitalize on refinancing opportunities~~clients.

~~Our strategy is underpinned by a commitment to delivering~~Growth superior value, leveraging data and insights to support broker success, and maintaining flexibility to adapt to evolving market conditions. This approach ensures we remain a leader in the Canadian mortgage and brokerage industry.Strategy

~~Recent Development~~Brokerage Services

~~On May 10, 2024, the Company entered into an equity~~We ~~purchase~~aim ~~agreement (the “EPA”) with Brown Stone Capital Ltd., a corporation organized under the laws of England and Wales (the “Selling Shareholder”) pursuant~~ to ~~which~~gain ~~the~~further ~~Company~~market ~~shall~~share ~~issue~~ and ~~sell~~consumer toadoption the Selling Shareholder, from time to time as provided herein, and the Selling Shareholder shall purchase up to Fifteen Million Dollars ($15,000,000.00) of the Company’s common shares and issue 200,000 Company’s common shares as a commitment fee under the EPA to the Selling Shareholder (collectively as the “EPA Shares”) at purchase price to be determined as per the terms and conditions of the EPA. The Company shall have the right, but not the obligation, to direct the Selling Shareholder, by ~~its~~focusing delivery to the Selling Shareholder of a put notice from time to time, to purchase the EPA Shares (i) in a minimum amount not less than $10,000.00 and (ii) in a maximum amount up to the lesser of (a) $1,000,000 or (b) 150% of the average trading volume of the Company’s common shares on the ~~NYSE~~following ~~American~~areas ~~during the five (5) Trading Days immediately preceding the respective put notice date multiplied by the lowest daily volume weighted average price~~ of the Company’s common shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date. The Company’s right to issue a put notice for the EPA Shares is subject to general terms and conditions as stipulated under the EPA, including there being an effective registration statement covering the EPA Shares.growth:

~~Pursuant~~1. Increase toAgent ~~the~~Revenue ~~EPA,~~From weOptimized ~~may~~Analytics: ~~issue~~We ~~and~~will ~~sell~~continue up to ~~$15 million~~analyze ofpast ~~Common~~borrower ~~Shares~~data to ~~the~~determine ~~Selling~~opportunities ~~Shareholder.~~to ~~The price at which we may issue and sell shares will be 95% of the lowest daily volume~~beneficially ~~weighted~~re-service ~~average~~them ~~price of the Company’s Common Shares on the NYSE American during the five (5) trading days immediately preceding the respective put notice date,~~ in ~~each case as reported by Quotestream or other reputable source designated by~~ the ~~Selling Shareholder (the “Market Price”). Assuming that (a) we issue and sell the full $15 million of Common Shares under the EPA to the Selling Shareholder~~future, ~~(b)~~potentially nocreating ~~beneficial~~revenue ~~ownership~~generating ~~limitations,~~activities and ~~(c)~~significantly ~~purchase~~enhancing ~~price for such sales is $0.40 or $0.50 per share, such additional issuances would represent in~~ the ~~aggregate~~borrower approximately 37,500,000 or 30,000,000 additional Common Shares, respectively, or approximately 81% or 77% of the total number of Common Shares outstanding as of the date hereof, after giving effect to such issuanceexperience. ~~If the beneficial ownership limitation is not waived, we may issue approximately 269,480 Common Shares, or approximately 19.99% of the total number of Common Shares outstanding as of the date hereof.~~

~~The Market Price of our Common Shares on December 13, 2024, was $0~~2.~~45. Assuming this is the Market Price used as a basis for the calculations for the put notice under the EPA, the price~~ ~~per~~Added ~~share~~Product ~~for~~Suite ~~sales~~- ~~to the Selling Shareholder would be $0~~Insurance.43 ~~(95%~~As ofdiscussed ~~the Market Price)~~above, ~~and~~ we ~~would~~are beestablishing ~~able~~an toinsurance ~~sell~~channel ~~269,480~~that ~~shares~~provides ~~to the~~borrowers ~~Selling Shareholder (~~with ~~beneficial~~a ~~ownership~~full ~~limit), and receive gross proceeds of $115,876 such number of shares would comprise~~suite ~~approximately 19.99%~~ of ~~our~~insurance ~~issued and outstanding Common Shares~~products, which ~~would~~we ~~result~~believe inwill ~~additional~~increase ~~dilution of our shareholders~~revenue.

703. National Expansion: We expect to continue to expand our business and operations into current jurisdictions along with new provinces such as British Colombia and Quebec.

In4. Borrower-Facing ~~relation~~Technology. toWe ~~the~~believe ~~EPA~~MyPineapple ~~Shares~~will ~~the~~be ~~Company has entered into~~ a ~~registration~~marketplace ~~rights~~where ~~agreement~~clients ~~dated~~can ~~May~~select ~~10,~~from ~~2024~~a ~~(the~~variety ~~“RRA”)~~of ~~with~~mortgage ~~the Selling Shareholder, requiring the Company to~~products ~~register~~that ~~the~~will ~~EPA~~suit ~~Shares~~their ~~issued~~individual ~~under~~needs ~~the~~while ~~EPA.~~tracking ~~Pursuant to~~ the ~~RRA,~~progress ~~the~~and ~~Company~~status ~~has~~of ~~agreed to file one or more registration statements with~~ the ~~Securities~~transaction ~~and~~for ~~Exchange Commission covering~~ the ~~registration~~life of the ~~EPA~~mortgage ~~Shares~~and beyond.

~~As per terms of the agreement, issuer of convertible~~Insurance ~~debt exercise their right and the total principal portion $300,000 plus the interest accrued thoron $4,437 was converted into common shares by issuing 501,874 common shares.~~Products

~~The equity line of credit has had no immediate impact~~In onorder ~~our business. However, it positions us~~ to ~~draw~~achieve ~~capital for growth initiatives as~~ our ~~share~~objectives ~~price~~and ~~increases~~goals, ~~enhancing~~Pineapple ~~our~~Insurance ~~ability~~will ~~to fund~~focus ~~strategic~~on ~~investments~~four ~~and~~main ~~operational expansions. No assurances can be given that the stock price will increase.~~areas:

~~Conditions~~1. Insurance ~~Precedent~~originations: toOur files will be obtained exclusively through the ~~Right~~Pineapple Financial referral network. This will be achieved through technology integration where Pineapple Insurance agents are immediately notified of ~~the~~a ~~Company~~mortgage approval which requires an insurance option. Our agents will be highly trained in an effort to ~~Deliver~~service athe ~~Put~~growth ~~Notice~~of our referral network. Consistency in service level and approach is key to building our brand.

~~Selling~~2. Emphasizing ~~Shareholders’~~core ~~obligation~~values: toServicing ~~accept~~our ~~Put Notices~~clients, ~~that~~maintaining ~~are~~relationships, ~~timely~~ongoing ~~delivered~~and bycontinued ussupport, ~~under~~education ~~the EPA~~ and totraining, ~~purchase~~ongoing lines of ~~our~~communication ~~Common~~between ~~Shares~~mortgage ~~under~~agent ~~the~~and ~~EPA,~~insurance ~~are~~agent ~~subject~~and toensuring ~~satisfaction of~~a ~~the~~smooth ~~conditions~~and ~~precedent~~efficient ~~thereto~~closing ~~set~~process. ~~forth~~We inexpect our agents to conduct themselves with the ~~EPA,~~highest ~~all~~level of ~~which~~professionalism ~~are~~and ~~entirely~~carry ~~outside~~out ofthe ~~Selling~~fundamental ~~Shareholders’~~and ~~control,~~core ~~which conditions~~values ~~include~~of ~~the~~Pineapple ~~following:~~Insurance at all times.

●3. Hiring ~~the~~and ~~accuracy~~training ininsurance ~~all~~agents: ~~material~~We ~~respects~~will offollow ~~the~~and ~~representations~~adhere to strict hiring and ~~warranties~~training policies as set out in our training manuals. Development of ~~the~~education ~~Company~~and ~~included~~training programs working in conjunction with our partners. Ensuring that we are consistently working on recruiting top performing insurance agents that will be able to meet the ~~EPA~~growth asand scale of the ~~Put~~needs ~~Date;~~of the Company.

●4. Technologies ~~the~~and ~~Company~~relationship ~~having~~management ~~paid~~tools: ~~the~~We ~~cash~~will ~~commitment~~be ~~fee~~replicating orand ~~issued~~customizing ~~the~~our ~~Commitment~~robust ~~Shares~~MyPineapple tosystem anfor ~~account~~data ~~designated~~transfer and byclient ~~Selling~~management. ~~Shareholder;~~This will be broken into the following areas:

● Operational ~~the~~Excellence: ~~registration~~notifying ~~statement~~insurance ~~that~~agents ~~includes~~at ~~this prospectus (and any one or more additional registration statements filed with~~ the ~~SEC~~optimal ~~that~~time ~~include~~to ~~Common~~increase ~~Shares~~conversion ~~that~~metrics ~~may be issued~~ and ~~sold~~customer bysatisfaction. ~~the~~Integration of ~~Company~~client todata ~~Selling~~so ~~Shareholder under~~ the ~~EPA)~~process ~~having~~is ~~been~~convenient ~~declared~~for ~~effective~~all ~~under~~involved ~~the~~parties. ~~Securities~~Visibility ~~Act~~of bystatus ~~the SEC,~~ and ~~Selling~~automations ~~Shareholder being able to utilize this prospectus (and the prospectus included in any one or more additional registration statements filed with the SEC under the RRA) to resell all~~ of ~~the~~workflow ~~Common Shares included in this prospectus (~~and ~~included in any such additional prospectuses)~~requirements;

● Client ~~the~~Relationship ~~Company~~Management ~~obtaining~~(CRM): ~~all~~Advancing ~~permits~~client ~~and~~relationships ~~qualifications~~towards ~~required~~application byindication, ~~any~~application ~~applicable~~completion ~~state for the offer~~ and ~~sale of all Common Shares issuable pursuant to such Put Notice, or will have the availability of exemptions therefrom~~client retention; and

● Acquisition: ~~the~~marketing ~~Board~~funnels ofto ~~Directors~~leverage ~~approving~~ the ~~transactions~~overall ~~contemplated~~database ~~by the EPA~~ and ~~RRA,~~identity ~~which~~opportunities ~~approval~~from ~~will~~older ~~remain~~missed ~~in full force;~~opportunities.

71Markets for our Services

● there will not have occurred any event and there will not exist any condition or state of facts, which makes any statement of a material fact made in the registration statement that includes this prospectus (or in any one or more additional registration statements filed with the SEC that include Common Shares that may be issued and sold by the Company to Selling Shareholder under the EPA) untrue or which requires the making of any additions to or changes to the statements contained therein in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of this prospectus or the prospectus included in any one or more additional registration statements filed with the SEC under the RRA, in the light of the circumstances under which they were made) not misleading;Brokerage Services

●The clients ~~the~~for ~~Company~~our ~~performing~~Brokerage Services include mortgage agents, ~~satisfying~~brokers, sub-brokers, brokerages and ~~complying~~consumers. inOur ~~all~~customer ~~material~~activity ~~respects~~is intrinsically ~~with~~linked ~~all~~to ~~covenants,~~the ~~agreements~~health ~~and~~of ~~conditions~~the ~~required~~real byestate ~~the~~or ~~EPA;~~commercial markets generally, particularly in Canada.

●Strong housing demand during 2020, 2021 and the ~~absence~~first quarter of ~~any~~2022 ~~statute,~~positively ~~regulation,~~impacted ~~order,~~the ~~decree,~~seasonal ~~writ,~~variations. ~~ruling~~With orthe ~~injunction~~onset byof ~~any~~inflationary pressures ~~court~~around orthe ~~governmental~~globe, ~~authority~~not only the seasonality but the normal trends of ~~competent~~the ~~jurisdiction~~housing ~~which~~markets ~~prohibits~~have declined with the ~~consummation~~increase of interest orrates. ~~that~~Although ~~would~~our ~~materially~~business ~~modify~~may orbe ~~delay~~negatively ~~any~~impacted, ofwe ~~the~~believe ~~transactions~~our ~~contemplated~~multiple bychannels ~~the~~of ~~EPA~~revenue orhelp ~~the~~to ~~RRA;~~mitigate any such impact.

●In alignment ~~trading~~with in the ~~Common~~Canadian ~~Shares~~government’s ~~will~~commitment ~~not~~to ~~have~~improving ~~been~~housing ~~suspended~~affordability byand ~~the SEC~~accessibility, ~~Nasdaq~~several ornew ~~FINRA,~~housing ~~the~~measures have ~~Company~~been ~~will~~introduced ~~not~~to ~~have~~support ~~received~~homeowners ~~any final~~ and ~~non~~first-~~appealable~~time ~~notice~~buyers. ~~that~~These ~~the~~include ~~listing~~enabling orhomeowners ~~quotation~~to ofrefinance ~~the~~their ~~Common~~mortgages ~~Shares~~to onconstruct secondary ~~Nasdaq~~rental ~~will~~suites beand ~~terminated~~borrowing onup ~~a date certain (unless, prior~~ to ~~such~~90% ~~date,~~of ~~the~~their ~~Common~~home’s ~~Shares~~value iswith ~~listed~~a or30-year ~~quoted~~amortization onperiod. ~~any other Principal Market~~Additionally, ~~as such term is defined in~~ the ~~EPA),~~mortgage insurance ~~and~~price ~~there~~limit ~~will~~has bebeen noincreased ~~suspension~~to ~~of,~~$2 ~~or restriction on~~million, ~~accepting~~ensuring ~~additional~~broader ~~deposits~~access ofto ~~the~~financing ~~Common~~across ~~Shares,~~Canada’s ~~electronic~~diverse ~~trading~~housing ~~or book-entry services by The Depository Trust Company with respect to the Common Shares;~~markets.

●The government ~~the~~has ~~Company~~also ~~will~~proposed ~~have~~consultations ~~authorized~~on ~~all~~taxing ofvacant ~~the~~land ~~Common~~to ~~Shares~~encourage ~~issuable~~development ~~pursuant~~and incentivize landowners to ~~the~~build ~~applicable~~homes. Collaboration ~~Put~~with ~~Notice~~provinces, byterritories, and municipalities is underway to implement these measures effectively. Starting December 15, 2024, two key rules will further aid affordability: 30-year mortgage amortizations will become available to all ~~necessary~~first-time ~~corporate~~homebuyers and ~~action~~buyers of ~~the~~new-build ~~Company;~~properties, and the price cap for insured mortgages will rise to $1.5 million from $1 million.

●Moreover, the federal government has expanded the ~~accuracy~~Canada inPublic ~~all~~Land ~~material~~Bank ~~respects~~by ofadding ~~the~~14 ~~representations~~underused ~~and~~federal ~~warranties~~properties, ofbringing the ~~Company~~total ~~included~~to in70. These properties across major cities are slated for affordable housing developments. This initiative supports the ~~applicable~~government’s broader ~~Put~~plan ~~Notice~~to asunlock ofpublic lands for housing and address the ~~applicable~~growing ~~Put~~demand ~~Date~~for homes while strengthening Canadian communities.

NoThese measures, ~~Short-Selling~~alongside orthe ~~Hedging~~influx byof ~~Selling~~new ~~Shareholder~~immigrants and the rising demand for home renovations, refurbishments, and innovative financing solutions, create a favorable environment for Pineapple Financial Inc. to continue expanding its offerings and capitalizing on these growth opportunities.

Selling Shareholder has agreed that none of Selling Shareholder, its sole member, any of their respective officers, or any entity managed or controlled by Selling Shareholder or its sole member will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sales of the Common Shares or hedging transaction that establishes a net short position in the Common Shares during the term of the EPA.54

~~Effect~~Table of ~~Sales of our Common Shares under the EPA on our Shareholders~~Contents

~~The Commitment Shares that we issued, and the EPA~~Insurance Shares to be issued or sold by us, to the Selling Shareholder under the EPA that are being registered under the Securities Act for resale by the Selling Shareholder in this offering are expected to be freely tradable. The resale by the Selling Shareholder of a significant amount of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Shares to decline and to be highly volatile. Sales of our Common Shares, if any, to the Selling Shareholder under the EPA will depend upon market conditions and other factors to be determined by us.Products

~~If and when we do sell Common Shares to the Selling~~The ~~Shareholder~~insurance ~~pursuant~~market to the EPA, after the Selling Shareholder has acquired such shares, the Selling Shareholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase the shares from the Selling Shareholder in this offering at different times will likely pay different prices for ~~those~~Pineapple ~~shares,~~Insurance ~~and~~is ~~so may~~focused ~~experience~~around ~~different~~growth ~~levels of dilution, and~~ in ~~some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in~~ the ~~value~~Canadian ofmortgage ~~the~~landscape ~~shares~~as ~~they~~well ~~purchase from the Selling Shareholder in this offering~~ as amarket ~~result of~~share ~~future~~growth ~~sales made by us to the Selling Shareholder at prices lower than the prices such investors paid~~ for ~~their shares in this offering.~~ InPineapple addition, if we sell a substantial number of Common Shares to the Selling Shareholder under the EPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Shareholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such salesFinancial.

72● Real estate investors: we are able to consolidate multiple mortgage amounts into one insurance policy to help minimize risk if an investor has multiple properties.

~~Because~~● Residential ~~the~~Home ~~per share~~ purchase: ~~price~~with ~~that~~Canadian ~~the~~housing ~~Selling Shareholder~~prices ~~will~~hitting ~~pay~~all-time ~~for~~highs, ~~the EPA Shares in any put notice that~~ we ~~may elect to effect pursuant to the EPA~~ will behelp ~~determined~~clients byprovide ~~reference to~~insurance ~~the VWAP during the applicable commitment period on the applicable put date for such put notice, as of the date of this prospectus, it is not possible for us~~ to ~~predict~~fill the ~~number of Common Shares that we will sell to the Selling Shareholder under the EPA, the actual~~gap ~~purchase~~between ~~price~~their ~~per~~current ~~share~~coverage toand ~~be paid by~~ the ~~Selling~~mortgage ~~Shareholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any.~~amount

~~As of August 31, 2024, there were 8,425,352 Common~~● ~~Shares~~Refinance: ~~outstanding. Company has already issued 741,499 shares against EPA out of the total 13,910,991 shares only 13,169,492 shares~~ can ~~further~~ behelp ~~offered.~~clients Ifreduce ~~all~~existing ofcoverage ~~the~~or ~~13,169,492~~apply/consolidate ~~shares~~if ~~offered~~they ~~for~~require ~~resale~~additional by the Selling Shareholder under this prospectus were issued and outstanding, such shares would represent approximately 150% of the total number of outstanding Common Shares and approximately 249% of the total number of outstanding Common Shares held by non-affiliates of our company, in each case as of August 31, 2024coverage.

~~Although the EPA provides that we may sell up to $15.0~~● ~~million~~Reverse ofMortgage: ~~our~~these ~~Common~~clients ~~Shares~~can touse the ~~Selling~~income Shareholder, only 13,910,991 shares (which includes the 200,000 Commitment Shares, for which we have not and will not receive any cash consideration) are being registered under the Securities Act for resale by the Selling Shareholder under the registration statement that includes this prospectus. If we were to issue and sell all of such 13,910,991 shares to the Selling Shareholder at an assumed purchase price per share of $0.97 (without taking into account the 19.99% Exchange Cap limitation), representing the closing sale price of our Common Shares on Nasdaq on June 18, 2024, we would only receive approximately $13.4 million in aggregate gross proceeds from the ~~sale~~reverse ofmortgage ~~such EPA Shares~~ to ~~the~~help ~~Selling~~plan ~~Shareholder~~their ~~under~~final ~~the~~expense ~~EPA.~~through ~~Depending~~insurance onas ~~the market prices of our Common~~well ~~Shares~~as onenrich ~~the~~their ~~put~~retirement dates on which we elect to sell such EPA Shares to the Selling Shareholder under the EPA, we may need to register under the Securities Act additional Common Shares for resale by the Selling Shareholder in order for us to receive aggregate proceeds equal to the Selling Shareholders’ $15years.~~0 million maximum aggregate purchase commitment available to us under the EPA.~~

~~If we elect to issue and sell to the Selling Shareholder~~● ~~more~~Switch: ~~Common~~transferring ~~Shares than the amount being registered, we must file with the SEC one or more additional registration statements~~ to ~~register such~~another ~~additional~~lender ~~shares,~~at ~~which~~renewal. ~~the~~The ~~SEC~~insurance ~~must declare effective, in each case before~~ we ~~may~~offer ~~elect~~is tonot ~~sell~~tied ~~any additional shares~~ to the ~~Selling Shareholder.~~lender ~~For~~directly ~~example,~~and ifcan ~~the~~assist ~~market~~clients ~~price of our Common Shares falls below $0.97, assuming no beneficial ownership limitations, we~~in ~~will~~locking bein ~~required~~their torates ~~issue~~long ~~more~~term ~~shares~~when ~~than~~they ~~are~~can ~~currently~~still ~~being~~qualify ~~registered,~~for ~~necessitating the filing of a new registration statement.~~insurance

~~The issuance of our Common Shares to the Selling Shareholder~~● ~~pursuant~~Renovation toand ~~the~~construction: ~~EPA~~Clients will ~~not~~be ~~affect~~able ~~the~~to ~~rights~~access ortheir ~~privileges~~cash ofvalues ~~our~~in ~~existing~~their ~~shareholders,~~permanent ~~except~~insurance ~~that~~policies ~~the~~to ~~economic~~help ~~and~~fund ~~voting interests~~their ofrenovations ~~each~~and ofconstruction ~~our existing shareholders will be diluted~~projects. ~~Although~~If ~~the~~additional ~~number~~financing ofis ~~Common~~required, ~~Shares~~we ~~that~~can ~~our~~provide ~~existing shareholders own will not decrease,~~ the ~~Common~~added ~~Shares~~insurance ~~owned~~coverage ~~by our existing shareholder will represent a smaller percentage of our total outstanding Common Shares after any such issuance~~needed.

73● Self-Employed: As large numbers of Canadians move into business for themselves, we have found a great need for an insurance product that can suit their needs since they generally do not have a company benefits plan. Income protection will also be a key component of our business here.

~~The following table sets forth the amount of gross~~● ~~proceeds~~Commercial weMortgages: ~~would~~We ~~receive~~can ~~from~~provide the ~~Selling~~proper ~~Shareholder~~insurance ~~from our sale of Common Shares~~ to ~~the~~clients ~~Selling~~for ~~Shareholder under~~ the ~~EPA~~right atamount ~~varying purchase~~of ~~prices~~coverage and ~~subject~~timeline tofor ~~the~~one ~~limitation~~or ofmultiple investors. ~~the~~Coverages ~~number~~can ofgo ~~shares~~up ~~being~~to ~~registered~~$20 ~~at this time:~~million.

Assumed Average Purchase Price Per Share			Number of Registered Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to Selling Shareholder(2)			Gross Proceeds from the Sale of Shares to Selling Shareholder Under the EPA
$	0.88	(3)		13,169,492		59.93	%	$	11,589,153
$	1.00			13,169,492		59.93	%	$	13,169,492
$	1.50			13,169,492		59.93	%	$	19,754,238
$	2.00			13,169,492		59.93	%	$	26,338,984
$	2.50			13,169,492		59.93	%	$	32,923,730

● Private Lending: Customized insurance can be provided to private lenders who may have a different set of circumstances in terms of investment type and timeline horizon.

~~(1)~~● High ~~Although~~Risk ~~the~~Health ~~EPA~~& ~~provides~~Uninsurable: ~~that~~We wecan ~~may~~offer ~~sell~~guaranteed upissue toinsurance ~~$15,000,000 of our Common Shares~~ to ~~the~~clients ~~Selling~~who ~~Shareholder,~~may wehave ~~only~~declining ~~registered~~health ~~13,910,991 shares under the registration statement that includes this prospectus, which may~~ or ~~may~~were ~~not~~previously declined ~~cover~~for ~~all~~insurance ~~of the shares we ultimately sell to the Selling Shareholder under the EPA. The number of shares to be issued as set forth~~ in ~~this column is without regard to~~ the ~~Exchange Cap or Beneficial Ownership Limitation, but is limited to the actual number of shares being registered at this time~~past. ~~Company already issued 741,499 shares under EPA during August 2024 and this includes 200,000 Commitment Shares we issued to the Selling Shareholder only 13,169,492 shares can further be issued.~~

~~(2)~~Pineapple Financial ~~The~~Inc. ~~denominator is based on 8,807,020 Common Shares outstanding as of December 19, 2024 (which, for these purposes, includes the 200,000 Commitment Shares we issued to the Selling Shareholder~~ and ~~541,499~~Mortgage ~~shares~~Market issued during August 2024), adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to the Selling Shareholder, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable under the EPA at the corresponding assumed average purchase price set forth in the first column.Dependency

~~(3)~~As of ~~The~~November ~~closing~~2024, ~~sale~~Canada’s ~~price~~mortgage market continues to demonstrate resilience despite ongoing challenges. According to the Bank of ~~our~~Canada, ~~Common~~the ~~Shares~~total onresidential ~~NYSE~~mortgage ~~American~~market onis ~~August~~valued 31at over $1.6 trillion, ~~2024~~driven by population growth, increasing borrower demand, and evolving consumer sentiment. This figure excludes mortgages held by provincially regulated entities such as credit unions and mortgage investment corporations.

OnMortgage lenders ~~November~~offer ~~13,~~a ~~2024~~broad ~~the~~range ~~Company~~of ~~entered~~products, ~~into~~including afixed ~~securities purchase~~and ~~agreement~~variable ~~(the~~rates, ~~“Purchase~~varying ~~Agreement”)~~terms, ~~with~~and anflexible ~~institutional~~amortization ~~investor,~~periods. ~~pursuant~~Recent interest torate ~~which~~cuts by the ~~Company~~Bank ~~issued~~of ~~and~~Canada ~~sold to~~have rejuvenated the ~~investor~~market, inimproving aaffordability ~~registered~~for ~~direct~~new ~~offering,~~buyers ~~382,667~~and ~~(the~~creating ~~“RD~~opportunities for ~~Shares”)~~existing ofhomeowners ~~the~~to ~~Common~~refinance ~~Shares~~or renew at amore ~~price~~favorable ~~of $0~~terms.60 ~~per~~The ~~share, and~~practice ~~pre-funded~~of ~~warrants~~negotiating todiscounted ~~purchase~~rates upremains ~~to 1~~prevalent,~~284,000~~ highlighting ~~Common~~the ~~Shares~~importance ~~at a price~~ of ~~$0.5999~~mortgage ~~per~~brokers ~~share~~in ~~and~~securing ancompetitive ~~exercise~~deals ~~price~~for ~~of $0~~clients.~~0001 per Common Share.~~

The securities to be issued in the registered direct offering were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-282629), initially filed by the Company with the Commission on October 15, 2024, as amended on October 25, 2024, and declared effective on October 29, 2024. The offering closed on November 14, 2024 for approximately $1.0 million in gross proceeds.55

74Table of Contents

~~Industry~~Mortgage brokers ~~Overview~~are critical intermediaries, leveraging their volume-based bargaining power to erode lender price discrimination and secure advantageous rates. These professionals are provincially regulated and must meet stringent licensing and training requirements. While the barriers to entry remain relatively low, successful brokers rely on experience, negotiating skills, and technological support to thrive in an increasingly competitive market.

~~The~~Key trends ~~Canadian~~currently ~~Mortgage~~influencing ~~and~~the ~~Mortgage~~market ~~Brokerage Industry~~include:

~~According to the Bank of Canada, as of May 1, 2022,~~● ~~Canada’s~~Renewals ~~chartered~~Surge: ~~banks~~Over ~~held~~30% ~~over $1.523 trillion~~ of ~~residential~~Canadian mortgages (which amount does not include mortgages held by provincially regulated entities such as credit unions or mortgage investment corporations). Mortgage lenders typically offer a range of products, with options for fixed or variable rates, varying terms and amortization periods, as well as differing ancillary terms for pre-payment, incentives or other matters. Interest rates are ~~typically~~expected ~~renegotiated~~to ~~every~~renew ~~three~~within ~~(3) years. While mortgage lenders post both fixed and variable interest rates at which~~ the ~~lender~~next ~~offers~~12 ~~mortgages of varying terms~~months, ~~typically most lenders are willing to negotiate interest rates lower than those posted,~~ a ~~practice~~significant ~~referred~~driver ~~to as “discounting”. The practice began in Canada in the early 1990s and is considered the norm in today’s mortgage market. The practice~~ of discounting permits mortgage lenders to improve their ability to price discriminate and offer different rates to different borrowers based on their willingness to pay. Price discrimination allows lenders to increase their profits through negotiating different rates with individual borrowers instead of offering a blanket reduction in rates. The advent of price discrimination in the Canadian mortgage market ~~has increased the importance of the mortgage broker in the lending negotiation process~~activity. In return for a fee (paid by the lending institution), the mortgage broker is typically able to negotiate a better rate than the consumer, or to efficiently reduce the time and effort required to be applied by the consumer to achieve similar results. Mortgage brokers are provincially regulated and subject to training and licensing requirements. See “Regulatory Environment” for details. However, there are relatively few barriers to entry in the mortgage brokerage market. Nevertheless, the ability of a given mortgage broker to erode lender price discrimination and secure rates at the lower end of the range at which lenders are prepared to lend is dependent upon a number of factors. While experience and negotiating ability are relevant factors, a key factor in the potential success of a mortgage broker in securing advantageous rates is the bargaining power of the mortgage broker, which varies directly with the volume of mortgages the broker is able to place with lenders.

~~Industry~~● Housing ~~Growth~~Shortages: ~~Strategy~~A growing population, combined with limited housing supply, has led to increased pressure on the market, with demand consistently outstripping available inventory.

~~Our overall aim has been to increase market share~~● ~~through~~Government ~~organic~~Policies: ~~(non-acquisition~~Recent ~~related)~~adjustments, ~~means~~such ~~and~~as ~~to achieve growth on~~ the ~~number~~introduction of ~~mortgages funded annually. In an effort to accomplish our growth goals, we maintain~~ a ~~consistent,~~30-year ~~focus~~amortization onperiod ~~recruiting~~for ~~Field~~insured ~~Agents~~mortgages and ~~overall Users. We have employed a significant number~~incentives offor ~~recruiters~~affordable ~~which has resulted in growth rate than most of our competitors. Secondly~~housing, with ongoing concentrated efforts towards recruiting, it has allowed us to gain a strong understanding of the competitive models that exist and also to continually enhance our offerings in the most effective way to recruit and retain qualified Field Agents. Additionally, through MyPineapple, we are able to support Field Agents growth in sales volume, productivity and efficiency in delivering mortgage solutions and increasing corporate revenue. Our aim has always been to have ~~the~~bolstered ~~leading~~consumer ~~model~~confidence ~~on which to recruit~~ and ~~support~~created ~~Field~~new ~~Agents, based on offering them a superior value-proposition~~opportunities.

~~Competitive~~● Consumer ~~Conditions~~Sentiment: Improved confidence, spurred by rate cuts and stabilizing economic conditions, has increased buyer activity despite affordability challenges.

~~Mortgage~~● Technology ~~Brokerage~~Adoption: ~~Market~~Platforms ~~Conditions~~like MyPineapple are transforming the brokerage landscape by streamlining processes and providing brokers with data-driven tools to enhance efficiency and client satisfaction.

~~Effective January 1, 2018, the Office of the Superintendent~~Industry ofGrowth Financial Institutions Canada (“OSFI”) adopted Guideline B-20 - Residential Mortgage Underwriting Practices and Procedures (the “Guideline B-20”). The revised Guideline B-20 applies to all federally regulated financial institutions. The changes to Guideline B-20 reinforce OSFI’s expectation that federally regulated mortgage lenders remain vigilant in their mortgage underwriting practices. As Guideline B-20 made mortgage borrowing more difficult for many Canadians, management believes more Canadians may have turned to mortgage brokers to help navigate the complex rules. Management expects that mortgage brokers will increase their market share in the coming years due to the following factors:Strategy

●Our growth ~~Mortgage~~strategy ~~regulations:~~focuses ~~Mortgage~~on ~~regulations~~organic ~~have become more stringent in recent years~~expansion, ~~affecting~~targeting ~~the~~increased number of individuals that can qualify for conventional bank mortgages. As a result, these individuals are turned away from banks and seek out mortgage brokers for assistance in obtaining a mortgage. ● Additional Offerings: With new products to offer, mortgage brokers will tend to appeal to a larger demographic/population base and also retain clients more effectively. ● Conditioning and Habits: Twenty years ago, only a minimal percentage of the Canadian population used mortgage brokers, as brokers were viewed generally as a last resort to obtaining a mortgage. Over the years, this perception has shifted, and Canadians are now using mortgage brokers to obtain better mortgage rates and to save money. The generation that was reaching a home-buying age when brokers had little or no market share ~~is aging and continually being replaced by younger, mortgage broker friendly Canadians.~~through:

751. Recruitment: We have successfully recruited a significant number of Field Agents and Users, driving a growth rate higher than many competitors. By leveraging detailed insights into competitive models, we have tailored our value proposition to attract and retain top talent.

●2. Technological ~~Complexity of Mortgages~~Integration: ~~Many~~Our ~~consumers~~proprietary ~~are not sufficiently financially literate to ask the right questions when applying for a loan at a bank. As financial products become more complicated~~platform, ~~more Canadians seek assistance to understand the complexities and alternatives. ● Increased Broker Business Sophistication: As mortgage broker business sophistication increases~~MyPineapple, ~~the~~empowers ~~Company~~brokers ~~expects~~with ~~the~~tools ~~volume of renewal business funded by mortgage brokers~~ to increase. ●sales ~~Interest~~volume, ~~Rates May Increase: As interest rates have been at historical lows for a significant period~~productivity, and ~~many believe that interest rates will increase in years to come~~efficiency. InThis asystem ~~higher~~also ~~interest~~supports ~~rate environment,~~ the ~~Company~~seamless ~~anticipates~~integration ~~that a growing proportion~~ of ~~consumers~~complementary ~~will~~services, ~~likely~~such ~~shop~~as ~~for~~insurance ~~the best mortgage opportunities~~products, ~~driving~~creating ~~the~~additional revenue ~~more~~streams ~~conservative “single-bank” mortgage consumers to use mortgage brokers. ● Technology: By utilizing MyPineapple~~ and ~~other~~enhancing ~~available technologies, mortgage brokers have~~ the ~~ability~~overall ~~to access~~ client ~~demographic and credit information and quickly and efficiently disseminate credit applications to various lenders across Canada~~experience. Technology provides the mortgage broker and clients with the ability to efficiently access home specific and third-party data such as appraisals, credit reports and related credit application information in a highly efficient and cost-effective manner.

~~Primary~~3. Policy ~~Competitors~~Alignment: By aligning our offerings with government initiatives to support housing affordability and address shortages, we have positioned ourselves as a key player in addressing critical market needs.

~~Our~~4. Focus ~~primary~~on ~~competitors~~Renewals ~~consist~~and Refinances: With a large portion of the ~~following~~mortgage 3market up for renewal in the next year, we have tailored ~~categories:~~solutions to help brokers optimize their client retention and capitalize on refinancing opportunities.

1.Our strategy ~~Traditional~~is ~~Mortgage~~underpinned ~~Brokerages:~~by ~~These mortgage companies provide clients~~ a ~~more~~commitment ~~traditional way of obtaining mortgages by sourcing business through referrals while processing loan applications with limited access~~ to ~~technology~~delivering ~~and~~superior ~~face-to-face meetings. As many of these organizations have been operating for decades~~value, ~~they~~leveraging ~~have~~data ~~had~~and ~~time~~insights to ~~cultivate~~support ~~relationships~~broker ~~and build strong portfolios of customers. They access Canada’s leading lenders for their products and services. Examples are: Dominion Lending Centres (TSX: DLCG)~~success, ~~Verico, Mortgage Alliance~~ and ~~Centum.~~maintaining flexibility 2.to ~~Digital~~adapt ~~Mortgage~~to ~~Companies:~~evolving Amarket ~~fairly new breed of mortgage company that is sprouting from the digital evolution currently taking place in our landscape~~conditions. ~~These~~This ~~companies~~approach ~~are~~ensures ~~focused~~we onremain a ~~direct-to-consumer~~leader ~~model by offering a digital mortgage experience, however, they are still using a more traditional structure~~ in the ~~back~~Canadian ~~office to fund~~ mortgage ~~solutions through Canada’s largest lenders. Examples are: Nesto, Homewise~~ and ~~Motus~~brokerage ~~Bank~~industry. 3. Mortgage Technology Providers: These are companies that provide software and technology solutions to some of the traditional mortgage brokerages and companies that have not invested or developed their own technology solutions. The providers are typically focused on specific problems and providing solutions to segments of mortgage workflow. They can be expensive and difficult for traditional companies to implement. Examples are: Finmo, Lenders and Lender Spotlight.

~~Competitive Advantages~~Recent Developments

WeSubsequent to ~~compete~~August ~~with~~31, a2025, ~~number~~the ofCompany ~~mortgage~~entered

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