SCHEDULE: Injective Foundation Takes 37% Stake in Pineapple Financial

Injective Foundation and Glenn Kennedy report a significant 36.99% beneficial ownership in Pineapple Financial Inc. following a strategic investment.

Summary

• Injective Foundation and Glenn Kennedy (Reporting Persons) now beneficially own 9,615,385 Common Shares of Pineapple Financial Inc.
• This ownership represents 36.99% of the Issuer's total 25,988,641 Common Shares issued and outstanding.
• The shares were acquired through the automatic exchange of Subscription Receipts, which were purchased for $4.16 per unit, paid in 2,877,697 INJ tokens.
• The investment is strategic, aligning with Pineapple Financial Inc.'s INJ digital asset treasury (DAT) strategy.
• Anthony Georgiades, nominated by the Foundation, was appointed to Pineapple Financial Inc.'s Board of Directors effective December 18, 2025.
• A lock-up agreement restricts the Foundation from selling shares for 12 months following the Effective Date, with partial releases triggered if the Common Share price reaches $7.588, $11.382, $15.176, or $18.970.
• Pineapple Financial Inc. is obligated to file a registration statement on Form S-1 to permit the resale of these Common Shares, with previous amendments extending the filing deadline.

Sentiment

Score: 8

Explanation: The filing indicates a significant strategic investment and partnership, with a major blockchain foundation taking a substantial stake and board representation in Pineapple Financial Inc. This suggests strong confidence in the Issuer's digital asset strategy and potential for future growth, despite minor delays in registration filings.

Positives

• Significant strategic investment by Injective Foundation, indicating strong confidence in Pineapple Financial Inc.'s digital asset treasury strategy.
• Appointment of a Foundation-nominated director to the board enhances strategic alignment and oversight, potentially guiding future corporate direction.
• The investment was paid in INJ tokens, demonstrating a deeper integration and commitment to the Injective ecosystem.
• The lock-up agreement provides a period of stability, preventing immediate large-scale selling pressure from this significant shareholder.

Risks

• Potential future selling pressure on Pineapple Financial Inc.'s Common Shares once the lock-up period expires or price-based release thresholds are met.
• The success of the investment is inherently tied to Pineapple Financial Inc.'s INJ digital asset treasury strategy, which carries market and operational risks associated with digital assets.
• The Issuer's ability to maintain the Registration Statement continuously effective for resale under Rule 415 is crucial for the Foundation's liquidity and could pose a risk if not managed effectively.

Future Outlook

The Reporting Persons intend to re-examine their investment periodically and may acquire or dispose of additional securities, or enter into derivative transactions, based on prevailing market conditions, other investment opportunities, liquidity requirements, or other investment considerations. Future actions are dependent on their evaluation of factors affecting the Issuer, including its prospects, general market and economic conditions, and the success of the digital asset treasury strategy.

Industry Context

This strategic investment by Injective Foundation, a prominent blockchain entity, into Pineapple Financial Inc., which is launching a 'digital asset treasury strategy,' highlights a growing trend of traditional financial companies integrating with or adopting blockchain and digital asset technologies. It suggests a move towards hybrid financial models leveraging decentralized finance (DeFi) infrastructure and reflects increasing institutional interest in the digital asset space.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased confidence due to a significant strategic investment and board representation from a major blockchain entity, potentially leading to share price appreciation. Future liquidity for the Foundation's shares once the lock-up expires could introduce selling pressure.
• Management/Board: The addition of a new board member nominated by a significant investor brings specific expertise and strategic alignment, potentially influencing corporate strategy and decision-making.
• Injective Foundation: Becomes a major shareholder with board representation, aligning its interests with Pineapple Financial Inc.'s digital asset strategy and gaining influence over its direction.

Next Steps

• Automatic exchange of Subscription Receipts for Common Shares following receipt by the subscription receipt agent of the Escrow Release Notice.
• Pineapple Financial Inc. is required to keep the Registration Statement continuously effective for resale of the Common Shares.
• Reporting Persons may engage in discussions with management and the board regarding business, operations, strategy, and future plans, especially concerning the DAT strategy.
• Reporting Persons may acquire or dispose of additional securities, or enter into derivative transactions, based on ongoing evaluation of market conditions and the Issuer's prospects.

Key Dates

Recommendation

The significant strategic investment by Injective Foundation, a prominent blockchain entity, into Pineapple Financial Inc., coupled with a substantial 36.99% ownership stake and a board appointment, signals strong confidence in the Issuer's digital asset treasury strategy. This partnership could unlock significant value and drive future growth, making it an attractive opportunity for investors aligned with the evolving digital finance landscape. While a lock-up period exists, the long-term strategic alignment and potential for innovation outweigh the short-term liquidity restrictions, suggesting a 'buy' for investors with a long-term horizon and an appetite for growth in the digital asset integration space.

Keywords

Pineapple Financial Inc., Injective Foundation, Glenn Kennedy, Schedule 13D, Common Shares, Subscription Receipts, Digital Asset Treasury, DAT strategy, INJ tokens, Board Appointment, Lock-up Agreement, Registration Rights, Strategic Investment, Beneficial Ownership, SEC Filing