PAPL Pineapple Financial Inc. - 8-K

Item
4.01. Changes in Registrant’s Certifying Accountant.

On
June 1, 2026, MNP LLP (“MNP”) resigned as the independent registered public accounting firm of Pineapple Financial Inc. (the
“ Company ” ), effective immediately.

MNP’s report on the Company’s
consolidated financial statements for each of the fiscal years ended August 31, 2025, and August 31, 2024 did not contain any adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles,
except that MNP’s reports on the Company’s consolidated financial statements for each of the fiscal years ended August 31,
2025, and August 31, 2024 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue
as a going concern.

During
the Company’s most recent fiscal year ended August 31, 2025, and the subsequent interim period through June 1, 2026: (i) there
were no disagreements between the Company and MNP on any matters of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MNP, would have caused it to make reference
to the subject matter of the disagreements in connection with its report on the Company’s financial statements; and (ii) there
were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

The
Company has provided MNP with the disclosures under this Item 4.01(a) and has requested and received from MNP a copy of the letter addressed
to the Securities and Exchange Commission stating that MNP agrees with the above statements. A copy of the letter from MNP is attached
as Exhibit 16.1 to this Current Report on Form 8-K.

On
June 1, 2026, the Company, with the approval of the Board and its Audit Committee, appointed Davidson & Company LLP (“Davidson
& Co.”) as the Company’s new independent registered public accounting firm, effective immediately. During the Company’s
two most recent fiscal years ended August 31, 2025 and 2024, and the subsequent interim period through June 1, 2026, neither the Company
nor anyone acting on behalf of the Company had consulted Davidson & Co. regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements, nor did Davidson & Co. provide a written report or oral advice to the Company that Davidson & Co. concluded
was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues;
or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item
8.01 Other Events .

On
May 31, 2026, the Company’s Board and its Audit Committee approved the Management Services and Advisory Agreement
(“Agreement”), between the Company and Innovating Capital Management, LLC (the “Advisor”), pursuant to which
the Company appointed the Advisor to provide certain asset management, consulting and advisory services to the Company and its
subsidiaries, including the design, implementation and oversight of the Company’s digital asset treasury strategy. The
Agreement has an initial term of one year, subject to automatic renewal for successive one-year periods and may be terminated by
either party upon thirty days’ prior written notice. In connection with the foregoing, the Board also approved a Treasury
Reserve Policy, effective May 31, 2026, establishing the governance, approval, execution, custody, reporting, and risk-management
framework for the Company’s digital asset treasury strategy.

Item
9.01 Financial Statements and Exhibits

(a)
Exhibits

Number

Description

16.1*

Letter from MNP LLP to the Securities and Exchange Commission, dated June 3, 2026.

104

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* Filed herewith