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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended April 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-39530

MindWalk Holdings Corp.

(Exact name of Registrant as specified in its charter)

British Columbia

(Jurisdiction of incorporation or organization)

Industrious 823 Congress Ave Suite 300 Austin, Texas 78701, United States

(Address of principal executive offices)

R. Scott Areglado,701-404-1043, sareglado@mindwalkai.com

Industrious 823 Congress Ave Suite 300 Austin, Texas 78701, United States

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Shares, no par valueHYFTThe Nasdaq Stock Market, LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:46,711,866 Common Shares

Indicate by check mark if the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the Company is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Company 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 Company has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☒Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the Company has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued By the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to previous question, indicate by check mark which financial statement item the Company has elected to follow. Item 17☐ Item 18☐

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

INTRODUCTION4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5
STATUS AS AN EMERGING GROWTH COMPANY6
Foreign Private Issuer Filings6
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS8
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8
ITEM 3.KEY INFORMATION8
A.Reserved8
B.Capitalization and Indebtedness8
C.Reasons for the Offer and Use of Proceeds8
D.Risk Factors8
ITEM 4.INFORMATION ON THE COMPANY20
A.History and Development of the Company20
B.Business Overview26
C.Organizational Structure34
D.Property, Plants and Equipment35
ITEM 4A.UNRESOLVED STAFF COMMENTS35
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS35
A.Operating Results35
B.Liquidity and Capital Resources40
C.Research and Development, Patents and Licenses, etc42
D.Trend Information42
E.Critical Accounting Estimates42
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES43
A.Directors and Senior Management43
B.Compensation45
C.Board Practices53
D.Employees54
E.Share Ownership54
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS55
A.Major Shareholders55
B.Related Party Transactions55
C.Interests of Experts and Counsel55
ITEM 8.FINANCIAL INFORMATION55
A.Consolidated Statements and Other Financial Information55
B.Significant Changes56
ITEM 9.THE OFFER AND LISTING56
A.Offer and Listing Details56
B.Plan of Distribution56
C.Markets56
D.Selling Shareholders56
E.Dilution56
F.Expenses of the Issue56
ITEM 10.ADDITIONAL INFORMATION56
A.Share Capital56
B.Memorandum and Articles of Association56
C.Material Contracts60
D.Exchange Controls60
E.Taxation60
F.Dividends and Paying Agents68
G.Statement by Experts68
H.Documents on Display68
I.Subsidiary Information69
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK69
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES69
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES70
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS70
ITEM 15.CONTROLS AND PROCEDURES70
A.Disclosure Controls and Procedures70
C.Attestation Report of Registered Public Accounting Firm71
D.Changes in Internal Controls Over Financial Reporting71
ITEM 16.[RESERVED]71
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT71
ITEM 16B.CODE OF ETHICS72
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES72
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES72
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS73
ITEM 16F.CHANGE IN COMPANY’S CERTIFYING ACCOUNTANT73
ITEM 16G.CORPORATE GOVERNANCE74
ITEM 16H.MINE SAFETY DISCLOSURE75
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS75
ITEM 16J.INSIDER TRADING POLICY75
ITEM 16K.CYBERSECURITY75
ITEM 17.FINANCIAL STATEMENTS77
ITEM 18.FINANCIAL STATEMENTS77
ITEM 19.EXHIBITS78
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.