Pineapple Financial Inc 2024年度报告

FORM 10-K/A(Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 001-41738 PINEAPPLE FINANCIAL INC. (Exact Name of Registrant as Specified in Its Charter) Unit 200, 111 Gordon Baker RoadNorth York, Ontario M2H 3R1(Address of principal executive offices, including ZIP code) (416) 669-2046(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: Name of exchange on which registeredNYSE American Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes☐No☒ As of August 31, 2025 (the last business day of the registrant’s most recently completed year end), the aggregate market value of theregistrant’s common shares held by non-affiliates of the registrant was approximately $5.391 million, based on the closing price onthat date as reported on the NYSE American LLC. Number of shares of common shares outstanding as of December 12, 2025, was 1,345,941. Documents Incorporated by Reference: None. EXPLANATORY NOTE On December 03, 2025, Pineapple Financial Inc. (the “Company”) filed with the Securities and Exchange Commission its AnnualReport on Form 10-K for the year ended August 31, 2025 (the “Original Form 10-K”). This Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend and restate item 9A Controlsand Procedures of the Original Form 10-K in its entirety. Upon further evaluation, and in light of the Company’s untimely filing of theForm 10-K and the identification of material weaknesses in internal control over financial reporting, management has reconsidered itsoriginal regarding the effectiveness of its disclosure controls and procedures, and determined that the Company’s disclosure controlsand procedures were not effective as of August 31, 2025. This Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s AnnualReport on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, thisAmendment does not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. ThisAmendment does not reflect events th