FingerMotion, Inc.

FingerMotion, Inc. is a Delaware-incorporated holding company headquartered in Singapore that provides technology-enabled platforms and services primarily in the People’s Republic of China and selected international markets. The Company’s offerings include mobile payment and recharge solutions, data analytics services, and platform-based digital applications and solutions, with operations conducted through subsidiaries and contractual arrangements with affiliated entities in the PRC, including a variable interest entity, Shanghai JiuGe Information Technology Co., Ltd. The Company organizes its operations across four primary areas: telecommunications products and services, marketplace platform and digital commerce infrastructure solutions, data and analytics platform solutions, and advanced technology and platform solutions. The telecommunications products and services segment has historically represented a significant portion of the Company’s revenue, contributing $23,937,558 for the fiscal year ended February 28, 2026, representing 99.2% of total revenue ¹. The Company’s business model focuses on delivering transaction-based services, platform solutions, and data-driven applications to telecommunications carriers, enterprise customers, and other commercial partners.

During fiscal 2026, the Company continued its strategic transformation from a telecommunications-focused operating business to a diversified technology and platform enterprise. Key developments included the expansion of the marketplace platform and digital commerce infrastructure solutions segment through the acquisition of intellectual property assets related to the DaGe Platform, which as of February 28, 2026 had integrated approximately 86,000 charging stations and approximately 12,500 vendors and service providers ². The Company also launched the JiuGe Procurement Platform during fiscal 2026, which as of February 28, 2026 was being piloted with select regional operations of China Mobile and Juneyao Airlines ³. Additionally, the Company continued development and commercialization activities related to the Advanced Mobile Integrated C2 Platform, and as of February 28, 2026, ten vehicles equipped with the C2 Platform had been deployed for beta testing and operational use ⁴.

The Company’s revenue for the fiscal year ended February 28, 2026 was $24,132,261, a decrease of $11,475,353 or 32% compared to the prior fiscal year ⁵. This decrease was primarily attributable to a decline of $11,459,097 in revenue from the Telecommunication Products & Services segment, with revenue from sales of mobile devices amounting to $7,410,130 compared to $17,964,650 in the prior year ⁶. The Company generated a net loss attributable to stockholders of $6,997,770 for the fiscal year ended February 28, 2026, compared to a net loss of $5,112,804 in the prior year ⁷. As of February 28, 2026, the Company had an accumulated deficit of $41.2 million ⁸.

The Company’s gross profit for the fiscal year ended February 28, 2026 was $693,845, a decrease of $2,069,862 or 75% compared to the prior year ⁹. Total operating expenses were $7,633,882 for the fiscal year ended February 28, 2026, compared to $8,712,708 in the prior year ¹⁰. The Company recorded amortization and depreciation of $351,204 for intangible assets and fixed assets for the fiscal year ended February 28, 2026, an increase of $194,707 or 124% compared to the prior year, resulting from the purchase of software IP ¹¹.

The Company’s operations are primarily carried out through its VIE structure, and it relies on distributions and other payments from its subsidiaries and VIE to fund its operations. The Company has never declared or paid any cash dividends on its capital stock and does not anticipate paying cash dividends in the foreseeable future ¹². As of February 28, 2026, the Company had 48 total employees, of whom all were full-time, with 40 employees in China, 4 employees in Malaysia, 2 employees in Hong Kong, 1 employee in Taiwan and 1 employee in Canada ¹³.

Management’s forward-looking statements in the filing indicate that the Company’s strategic focus is to continue operating and optimizing its telecommunications products and services business while expanding its higher-margin, technology-driven platform offerings. These offerings include the development and commercialization of its marketplace platforms, data analytics solutions, and critical infrastructure technology platforms. The Company is also focused on enhancing its underlying technology capabilities, including platform scalability, data processing, and system integration, to support growth across multiple industry verticals. The timing and extent of growth in these areas will depend on factors such as market adoption, competitive conditions, regulatory developments, and the Company’s ability to execute its platform development and commercialization strategies.

The Company’s long-term growth strategy focuses on scaling its existing business capabilities, enhancing its technology platforms, and expanding into adjacent markets. Key elements include strengthening core operations by improving operational efficiency, platform reliability, and technological capabilities within existing markets in the PRC. The Company seeks to support the growth of its telecommunications-related services by increasing transaction volumes, strengthening operator integrations, and broadening service offerings through its operating subsidiaries. The Company intends to further develop its data analytics capabilities and platforms to address evolving market demand and create additional revenue streams, including enhancing the Sapientus Platform to expand data processing capabilities, analytical modeling, and enterprise reporting solutions.

The Company intends to scale its mobile-first, online-to-offline marketplace platforms through increased user adoption, expansion of service provider networks, and higher transaction volumes across its digital commerce ecosystem. Growth initiatives will include enhancing platform functionality, optimizing user experience, and expanding into additional service categories and geographies. The Company also plans to expand its advanced technology and platform solutions offerings, including its C2 Platform, into additional areas of critical infrastructure and business critical operations, such as public safety systems, transportation networks, emergency response coordination, and other large-scale operational environments.

The Company plans to adapt its existing intellectual property, data analytics models, and platform capabilities, including its Sapientus Platform and mobility platforms, for deployment in selected regional markets. The Company also seeks to identify and pursue strategic partnerships, joint ventures, and acquisition opportunities that enhance its distribution capabilities, expand its service offerings, and support long-term value creation. The Company intends to continue investing in research and development across its segments, including developing its messaging platform using 5G infrastructure, refining proprietary data models for insurtech and fintech applications, enhancing the DaGe platform’s data processing and analytics capabilities, and improving the C2 Platform’s system reliability and integration capabilities.

The Company’s ability to generate revenue from its Marketplace Platform and Digital Commerce Infrastructure services will depend on factors such as market adoption, platform scalability, competitive conditions, regulatory developments, and the Company’s ability to execute its commercialization strategy. The DaGe Platform is at early stages of development and may require ongoing investment and may not generate significant revenue in the near term. The C2 Platform is currently in the commercialization stage and is being introduced to enterprise and public-sector customers through pilot deployments, procurement processes, and direct engagement activities, with the timing and extent of future revenue generation depending on customer adoption, procurement cycles, competitive conditions, and the successful scaling of deployments.

The Company’s ability to pay dividends is primarily dependent on receiving distributions of funds from the VIE, and such payments are subject to PRC taxes, including VAT of approximately 6% and enterprise income tax of 25% ¹⁴. PRC regulations permit the WFOE to pay dividends to its offshore parent only out of registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations. The Company currently intends to retain all available funds and any future consolidated earnings to support operations and the growth of its business and, accordingly, does not anticipate paying cash dividends in the foreseeable future ¹⁵.

The Company faces material risks related to its reliance on the VIE structure, as the PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations, and if the PRC government disallows the VIE structure, the Company could lose its ability to consolidate the financial results of the VIE, potentially leading to a significant decline in the value of the Company’s common stock. The Company has a history of net losses, generating net losses of approximately $7.0 million, $5.1 million and $3.8 million for the years ended February 28, 2026, 2025 and 2024, respectively, and as of February 28, 2026 had an accumulated deficit of $41.2 million ¹⁶. The Company’s concentration of earnings from two telecommunications companies, China Unicom and China Mobile, represents a significant risk, as the Company currently derives a substantial amount of its total revenue through contracts secured with these entities. The Company is subject to risks associated with doing business in China, including uncertainties with respect to the PRC legal system, restrictions on currency exchange, and the potential for the PRC government to exert more oversight and control over offerings conducted overseas and foreign investment in China-based issuers. The Company faces risks related to cybersecurity and data security, as its business involves the processing and transmission of users’ personal and other sensitive data, and any actual or perceived security or privacy breach could interrupt operations, harm the Company’s brand, and result in significant legal, regulatory and financial exposure. The Company may require additional funding to support its business, as to continue to grow, the deposit with the Telecoms needs to increase, and the Company will need to raise additional capital to materially increase the amounts of these deposits with the Telecoms and to support the rollout of its Command & Communications business.

The tone of management’s message to shareholders emphasizes the Company’s strategic transformation from a telecommunications-focused operating business to a diversified technology and platform enterprise. Management’s initiatives during the fiscal year were focused on expanding platform-based capabilities, enhancing technology infrastructure, strengthening strategic positioning across multiple business segments, and pursuing scalable growth opportunities. The three strategic priorities emphasized are: expanding marketplace platform and digital commerce infrastructure solutions through the DaGe Platform and JiuGe Procurement Platform, advancing the C2 Platform for mission-critical communications and infrastructure solutions, and continuing development of the Sapientus data analytics platform for the telecommunications and insurance industries. Management believes the acquisition of DaGe Platform intellectual property assets enhances the Company’s position within the intelligent mobility and digital commerce ecosystem, and that the advanced technology and platform solutions segment may represent a long-term, higher-margin growth opportunity. Management views the Sapientus platform as a strategic long-term initiative that may support future growth opportunities in both domestic and regional markets, although the current revenue contribution from this segment remains limited.