What changed in this filing

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Item 1. Financial Statements

2026-01-14 compared with 2025-10-14 · 217 added, 135 removed, 976 unchanged (27% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended August 31, 2025

For the nine months ended November 30, 2025

(Unaudited - Expressed in U.S.

30 unchanged sentences

Authorized 200,000,000 shares;

issued and outstanding 59,408,429 shares and 57,141,186 issued and outstanding at August 31, 2025 and February 28, 2025 respectively

issued and outstanding 61,217,225 shares and 57,141,186 issued and outstanding at November 30, 2025 and February 28, 2025 respectively

Additional paid-in capital

13 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenue

38 unchanged sentences

$ ( 5,009,095 )

Net profit (loss) attributable to the non-controlling interest

Net loss attributable to the non-controlling interest

Net loss attributable to the Company’s stockholders

16 unchanged sentences

$ ( 5,103,319 )

NET PROFIT (LOSS) PER SHARE

NET LOSS PER SHARE

Loss Per Share - Basic

Loss Per Share - Diluted

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY

NET LOSS PER SHARE ATTRIBUTABLE TO THE COMPANY

Loss Per Share - Basic

29 unchanged sentences

( 37,736,950 )

Common stock issued for cash

Common stock issued for professional service

Common stock issued for purchase of software IP

Accumulated other comprehensive income

( 1,670,197 )

( 1,681,612 )

Balance at November 30, 2025

( 39,407,147 )

Paid-in capital

19 unchanged sentences

( 32,418,713 )

Common stock issued for cash

Accumulated other comprehensive income

( 1,660,801 )

( 1,662,712 )

Balance at November 30, 2024 (As restated)

( 34,079,514 )

The accompanying notes are an integral part of these unaudited condensed

2 unchanged sentences

Unaudited Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

$ ( 5,253,897 )

24 unchanged sentences

Proceed from loan payable

Advance from stock subscription receivable

Proceeds from issuance of common stock

2 unchanged sentences

Net change in cash

( 1,103,921 )

( 1,352,632 )

Cash at beginning of period

5 unchanged sentences

Conversion of customer deposit to shares

Common stock issued for purchase of software IP

The accompanying notes are an integral part of these unaudited condensed

1 unchanged sentence

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

9 unchanged sentences

In July 2017 the Company acquired all of the outstanding shares of Finger Motion Company

Limited (“FMCL”), a Hong Kong corporation formed on April 6, 2016, that is an information technology company which specialized

Limited (“FMCL”), a Hong Kong corporation formed on April 6, 2016, that is an information technology company which specialize

in operating and publishing mobile games.

1 unchanged sentence

effective July 13, 2017 (the “Share Exchange Agreement”, the Company agreed to exchange the outstanding equity stock of FMCL

held by the shareholders of FMCL for shares of common stock of the Company.

At the Closing Date, the Company issued 12,000,000 shares

of common stock to the FMCL shareholders.

held by the FMCL Shareholders for shares of common stock of the Company.

At the Closing Date, the Company issued 12,000,000 shares of

common stock to the FMCL shareholders.

In addition, the Company issued 600,000 shares to other consultants in connection with the transactions

36 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

14 unchanged sentences

Principles of Consolidation and Presentation

The consolidated financial statements have been prepared

in accordance with U.S.

The condensed consolidated financial statements have

been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

The consolidated financial statements include

the financial statements of the Company, and its wholly-owned subsidiaries.

All intercompany accounts, transactions, and profits have

been eliminated upon consolidation.

The consolidated financial statements

include the financial statements of the Company, and its wholly-owned subsidiaries.

All intercompany accounts, transactions, and profits

have been eliminated upon consolidation.

Variable interest entity

25 unchanged sentences

The following assets and liabilities and of the VIE

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of August

and VIE’s subsidiaries are included in the accompanying condensed consolidated financial statements of the Company as of November

30, 2025 and February 28, 2025:

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

2 unchanged sentences

Schedule of variable interest entity

August 31, 2025

November 30, 2025

February 28, 2025

5 unchanged sentences

Assets and liabilities of the VIE’s Subsidiaries

August 31, 2025

November 30, 2025

February 28, 2025

5 unchanged sentences

Operating Result of VIE

For the Six Months Ended

August 31, 2025

For the Six Months Ended

August 31, 2024

For the Nine Months Ended

November 30, 2025

For the Nine Months Ended

November 30, 2024

Cost of revenue

4 unchanged sentences

( 1,217,379 )

( 1,559,299 )

Marketing cost

12 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

Operating Result of VIE’s Subsidiaries

For the Six Months Ended

August 31, 2025

For the Six Months Ended

August 31, 2024

For the Nine Months Ended

November 30, 2025

For the Nine Months Ended

November 30, 2024

Cost of revenue

31 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

26 unchanged sentences

adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Translation of amounts from RMB into USD has been

made at the following exchange rates for the respective periods:

Translation of amounts from RMB into USD has been made at the following exchange rates for the respective periods:

Schedule of foreign currency translation and transactions

Balance sheet items, except for equity accounts

August 31, 2025

November 30, 2025

RMB7.0772 to $1.00

2 unchanged sentences

Income statement and cash flows items

For the six months ended August 31, 2025

For the nine months ended November 30, 2025

RMB7.1826 to $1.00

For the six months ended August 31, 2024

For the nine months ended November 30, 2024

RMB7.1887 to $1.00

5 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

39 unchanged sentences

Refer to note 8 for allowances for credit losses recognized in profit or loss by

the Company during the six months ended August 31, 2025 and for the year ended February 28, 2025.

the Company during the nine months ended November 30, 2025 and for the year ended February 28, 2025.

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

5 unchanged sentences

To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.

For the six months ended August 31, 2025, the Company

sold about 79 % of its total revenue to one major customer and the amounts due from this company represent approximately 41 % of the total

accounts receivable as at August 31, 2025.

For the six months ended August 31, 2024, the Company

sold about 94 % of its total revenue to two major customers and the amounts due from these companies represent approximately 77 % of the

total accounts receivable as at August 31, 2024.

For the six months ended August 31, 2025, the Company

purchased about 78 % of its total purchase from one major supplier and the amounts due to this company represent approximately 44 % of the

total accounts payable as at August 31, 2025.

For the six months ended August 31, 2024, the Company

purchased about 98 % of its total purchase from two major suppliers and the amounts due to these companies represent approximately 83 %

of the total accounts payable as at August 31, 2024.

For the nine months ended November 30, 2025, two

customers each accounted for more than 10% of the Company’s total revenue, with individual contributions of 59 % and 24 % .

November 30, 2025, amounts due from these customers represented approximately 80 % of the Company’s total accounts

For the nine months ended November 30, 2024, three customers each accounted for more than 10% of the Company’s

total revenue, with individual contributions of 36 % , 30 % and 25 % .

As at November 30, 2024, amounts due from these customers represented

approximately 89 % of the Company’s total accounts receivable.

For the nine months ended November 30, 2025, two

suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 59 %

As at November 30, 2025, amounts due to these suppliers represented approximately 51 %

of the Company’s total accounts payable.

For the nine months ended November 30, 2024,

three suppliers each accounted for more than 10% of the Company’s total purchase, with individual contributions of 34 % , 32 %

As at November 30, 2025, amounts due to these suppliers represented approximately 43 %

of the Company’s total accounts payable.

Operating and finance lease right-of-use assets and

22 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

52 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

30 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

53 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

4 unchanged sentences

The Company had an accumulated deficit of $ 39,407,147 and

$ 34,187,384 as at August 31, 2025 and February 28, 2025 respectively, and had a net loss of $ 3,572,285 and $ 3,346,383 for the six months

ended August 31, 2025 and 2024, respectively.

$ 34,187,384 as at November 30, 2025 and February 28, 2025 respectively, and had a net loss of $ 5,253,897 and $ 5,009,095 for the nine months

ended November 30, 2025 and 2024, respectively.

The Company’s continuation as a going concern

9 unchanged sentences

We recorded $ 22,902,695 and $ 25,366,825 in revenue,

respectively, for the six months ended August 31, 2025 and 2024.

respectively, for the nine months ended November 30, 2025 and 2024.

Schedule of revenue

For the six months ended

August 31, 2025

August 31, 2024

For the nine months ended

November 30, 2025

November 30, 2024

Telecommunication Products & Services

2 unchanged sentences

Note 5 – Equipment

At August 31, 2025 and February 28, 2025, the company

At November 30, 2025 and February 28, 2025, the company

has the following amounts related to tangible assets:

Schedule of property, plant and equipment

August 31, 2025

November 30, 2025

February 28, 2025

2 unchanged sentences

No significant residual value is estimated for the equipment.

expenses for the six months ended August 31, 2025 and 2024 totaled $ 13,007 and $ 13,521 respectively.

expenses for the nine months ended November 30, 2025 and 2024 totaled $ 14,973 and $ 19,893 respectively.

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 6 – Intangible Asset

At August 31, 2025 and February 28, 2025, the company

At November 30, 2025 and February 28, 2025, the company

has the following amounts related to intangible assets:

Schedule of intangible assets

August 31, 2025

November 30, 2025

February 28, 2025

Mobile applications

Mobile applications / Software

accumulated amortization

2 unchanged sentences

intangible assets.

Amortization expenses for the six months ended August 31, 2025 and 2024 totaled $ 5,312 and $ 10,233 , respectively.

Amortization expenses for the six months ended November 30, 2025 and 2024 totaled $ 138,310 and $ 15,422 , respectively.

Note 7 – Prepayment and Deposit

7 unchanged sentences

Schedule of prepaid expense

August 31, 2025

November 30, 2025

February 28, 2025

1 unchanged sentence

Schedule of accounts receivable

August 31, 2025

November 30, 2025

February 28, 2025

1 unchanged sentence

allowance for credit losses

The Company normally allows credit terms to customers

( 1,022,133 )

The Company generally extends credit terms to customers

ranging from 90 to 150 days.

4 unchanged sentences

Schedule of allowance for credit losses

August 31, 2025

November 30, 2025

February 28, 2025

2 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 9 – Other Receivables

At August 31, 2025 and February 28, 2025, the company

At November 30, 2025 and February 28, 2025, the company

has the following amounts related to other receivables:

Schedule of other receivables

August 31, 2025

November 30, 2025

February 28, 2025

15 unchanged sentences

All operating lease expense

is recognized on a straight-line basis over the lease term in the six months ended August 31, 2025.

is recognized on a straight-line basis over the lease term in the nine months ended November 30, 2025.

Information related to the Company's right-of-use

1 unchanged sentence

Schedule of operating leases assets and liabilities

August 31, 2025

November 30, 2025

February 28, 2025

6 unchanged sentences

Remaining lease term and discount rate

August 31, 2025

November 30, 2025

Weighted-average remaining lease term

1 unchanged sentence

The following table summarizes the future minimum

lease payments due under the Company’s operating leases as of August 31, 2025:

lease payments due under the Company’s operating leases as of November 30, 2025:

Schedule of future minimum lease payments due

Twelve months ended August 31,

Twelve months ended November 30,

imputed interest

1 unchanged sentence

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

27 unchanged sentences

of its common stock at a price of $ 1.88 per share to one entity pursuant to the exercise of warrants.

As of August 31, 2025 there were 59,408,429 shares

On September 30, 2025, the Company, its indirect wholly

owned subsidiary, Shanghai JiuGe Business Management Co., Ltd.

(“JiuGe Management”), and Shanghai Jihaohe Information Technology

(“Shanghai Jihaohe”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant

to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions,

software in source code or object code, trademarks, copyrights and trade secrets) underpinning the Company’s DaGe platform, in consideration

of the issuance by the Company to Shanghai Jihaohe of 1,500,000 shares of common stock in the capital of the Company.

The Asset Purchase

Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance

price of $ 1.57 per share.

On October 17, 2025, the Company issued 60,000 shares

of its common stock at a deemed price of $ 1.67 per share to one individual pursuant to a settlement agreement.

On October 17, 2025, the Company issued 7,500 shares

of its common stock at a deemed price of $ 1.86 per share to one entity pursuant to a consulting agreement.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 11 - Common Stock (continued)

On October 23, 2025 the Company entered into a Sales

Agreement (the “Sales Agreement”) with R.F.

Lafferty & Co., Inc.

as sales agent (the “Sales Agent”), under

which the Company may, from time to time, sell shares of its common stock, par value $ 0.0001 per share (the “Placement Shares”),

having an aggregate offering price of up to $ 50,000,000 through the Sales Agent (the “ATM Offering”).

From October 23, 2025 to November 30, 2025, the Company

issued 51,296 shares of its common stock under the Sales Agreement for gross cash proceeds of $ 80,087 .

The total issuance costs were $ 2,002 ,

all of which were related to compensation paid to the Sales Agent.

On November 14, 2025, the Company issued 190,000 shares

of common stock at a price of $ 1.50 per share to one individual due to the closing of a private placement for gross proceeds of $ 285,000 .

As of November 30, 2025 there were 61,217,225 shares

of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

A continuity schedule of

outstanding stock purchase warrants as at August 31, 2025, and the changes during the period, is as follows:

outstanding stock purchase warrants as at November 30, 2025, and the changes during the period, is as follows:

Schedule of outstanding share purchase warrants

Weighted Average

Exercise Price

Balance, February 28, 2025

( 1,149,743 )

Balance, August 31, 2025

Adjustment to Exercise Price

Balance, November 30, 2025

On December 20, 2024, the

21 unchanged sentences

from the Placement Agent.

On October 21, 2025, the Company issued an aggregate

of 4,000,000 common stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement with

respect to investor relations services.

3,000,000 of the Warrants entitle the holder to purchase up to 3,000,000 shares of common stock

(each, a “Warrant Share”) at an exercise price of $1.65 per Warrant Share until April 20, 2027, and 1,000,000 of the Warrants

entitle the holder to purchase up to 1,000,000 Warrant Shares at an exercise price of $2.15 per Warrant Share until April 20, 2027.

November 4, 2025, 28,312 stock purchase warrants having an exercise price of $ 8.22 per share expired.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

On November 5, 2025, the Company issued 300,000 common

stock purchase warrants (the “Warrants”) to a consultant pursuant to a consulting services agreement.

The Warrants entitle

the holder to purchase up to 300,000 shares of common stock (each, a “Warrant Share”) at an exercise price of $ 1.65 per Warrant

Share until April 27, 2027.

In connection with the issuance of shares of common

stock under the Sales Agreement, the number of warrants remaining under the Placement Agent Warrant has been increased by 25,333 due to

the adjustment provisions to the exercise price contained within the Placement Agent Warrant, with the remaining number of warrants thereunder

entitling the Placement Agent to purchase 125,333 shares of common stock at a price of $ 1.50 per share.

On November 21, 2025, 10,000 stock

purchase warrants having an exercise price of $ 6.70 per share expired.

A summary of stock purchase warrants outstanding

and exercisable as at August 31, 2025 is as follows:

and exercisable as at November 30, 2025 is as follows:

Schedule of share purchase warrants outstanding and exercisable

Exercise Price

November 4, 2025

November 21, 2025

December 23, 2029

April 20, 2027

April 27, 2027

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

32 unchanged sentences

Schedule of valuation assumptions

August 31, 2025

November 30, 2025

February 28, 2025

5 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

1 unchanged sentence

A continuity schedule of

outstanding stock options as at August 31, 2025, and the changes during the period, is as follows:

outstanding stock options as at November 30, 2025, and the changes during the period, is as follows:

Schedule of stock option activity

2 unchanged sentences

Cancelled/Forfeited

Balance, August 31, 2025

Balance, November 30, 2025

A continuity schedule of

outstanding unvested stock options at August 31, 2025, and the changes during the six months periods, is as follows:

outstanding unvested stock options at November 30, 2025, and the changes during the six months periods, is as follows:

Schedule of unvested restricted stock

Stock Options

Balance, February 28, 2025

Vested – July 28, 2025

Balance, August 31, 2025

As at August 31, 2025, the

aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $ 0 as the current price as of

August 31, 2025 is $ 1.51 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options granted

on July 28, 2023 is $ 0 as the current price as of August 31, 2025 is lower than the strike price.

Balance, November 30, 2025

As at November 30, 2025,

the aggregate intrinsic value of the outstanding stock options granted on December 28, 2021 was estimated at $ 0 as the current price as

of November 30, 2025 was $1.35 which is lower than the strike price while the aggregate intrinsic value of the outstanding stock options

granted on July 28, 2023 is $ 0 as the current price as of November 30, 2025 was lower than the strike price.

A summary of stock options

outstanding and exercisable as at August 31, 2025 is as follows:

outstanding and exercisable as at November 30, 2025 is as follows:

Schedule of stock options

3 unchanged sentences

Outstanding at

August 31, 2025

Exercise Price

Contractual Term

at August 31,

Contractual Term

Exercisable at

$ 3.00 to $ 4.00

1 unchanged sentence

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

3 unchanged sentences

Schedule of basic and diluted earnings per common share

For the six months ended

August 31, 2025

August 31, 2024

For the nine months ended

November 30, 2025

November 30, 2024

Numerator - basic and diluted

13 unchanged sentences

federal corporate income tax of 21 % .

The Company generated a taxable loss for the six months

ended August 31, 2025 and 2024.

The Company generated a taxable loss for the nine months

ended November 30, 2025 and 2024.

Finger Motion Company Limited, Finger Motion (CN)

Limited and Finger Motion Financial Company Limited were incorporated in Hong Kong and Hong Kong’s profits tax rate is 16.5 % .

companies did not earn any income that was derived in Hong Kong for the six months ended August 31, 2025 and 2024.

companies did not earn any income that was derived in Hong Kong for the nine months ended November 30, 2025 and 2024.

The People’s Republic of China (PRC)

6 unchanged sentences

statutory rates and the effects of permanent and temporary differences.

The Company’s effective income tax rates for the six months

ended August 31, 2025 and 2024 are as follows:

The Company’s effective income tax rates for the nine months

ended November 30, 2025 and 2024 are as follows:

Schedule of effective income tax rate reconciliation

For the six months ended

August 31, 2025

August 31, 2024

For the nine months ended

November 30, 2025

November 30, 2024

statutory tax rate

3 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

4 unchanged sentences

is more likely than not that some portion or all of the deferred tax assets will not be realized.

At August 31, 2025 and February 28,

At November 30, 2025 and February 28,

2025, the valuation allowances were $ 4,027,115 and $ 3,188,969 , respectively.

2 unchanged sentences

Schedule of deferred tax assets and liabilities

August 31, 2025

February 28, 2025

Deferred tax assets

16 unchanged sentences

FINGERMOTION, INC.

Six months ended August 31, 2025 and 2024

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

46 unchanged sentences

On August 1, 2025, the Company repaid a short-term loan of SGD 500,000 .

On September 4, 2025 the Company and the Lender entered into an extension

of loan agreement of the final tranche of SGD$ 500,000 .

The new repayment date is due on March 4, 2026 and the interest rate has been increased

to 2 % per month.

FINGERMOTION, INC.

Nine months ended November 30, 2025 and 2024

Notes to the Unaudited Condensed Consolidated Financial

Note 16 - Subsequent Events

On September 30, 2025, the Company, JiuGe Management,

and Shanghai Jihaohe Information Technology Co., Ltd.

(“Shanghai Jihaohe”), entered into an asset purchase agreement pursuant

to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions,

software in source code or object code, trademarks, copyrights and trade secrets) underpinning our DaGe platform, in consideration of

the issuance by the Company to Shanghai Jihaohe on October 2, 2025, of 1,500,000 shares of common stock of the Company at a deemed issuance

price of $ 1.57 per share.

On December 15, 2025, the Company issued a news release

to announce that it has entered into a non-binding term sheet with a voice and messaging telecom service provider regarding the potential

acquisition by FingerMotion.

The term sheet outlines preliminary terms and enables both parties to proceed with mutual due diligence and

to negotiate a definitive acquisition agreement.

No binding agreement has been executed at this time,

and there can be no assurance that the parties will enter into a definitive agreement or that any transaction will be completed.

Any potential

acquisition remains subject to the negotiation and execution of final transaction documents, completion of due diligence, customary closing

conditions, and approval by the Company’s Board of Directors.

Subsequent to November 30, 2025, the Company issued

64,083 shares of its common stock under the Sales Agreement for gross cash proceeds of $ 98,942 .

The total issuance costs were $ 2,474 ,

all of which were related to compensation paid to the Sales Agent.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements