What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-05-29 compared with 2025-05-29 · 57 added, 47 removed, 1065 unchanged (9% of the section changed)

21 unchanged sentences

Risks Related to the Business

We have a limited operating history and,

as a result, our past results may not be indicative of future operating performance.

We have a limited operating history and, as a result, our past

results may not be indicative of future operating performance.

We have a limited operating history, which makes

125 unchanged sentences

We have not experienced any system failures or

other events or conditions that have interrupted the availability or reduced or effected the speed or functionality of our offerings.

other events or conditions that have interrupted the availability or reduced or affected the speed or functionality of our offerings.

These events, were they to occur in the future, could adversely affect our business, reputation, results of operations and financial condition.

47 unchanged sentences

We may require additional funding to support

our business.

our business, and any failure to obtain such funding or to comply with the terms of any financing we obtain could materially and adversely

affect our business, financial condition and results of operations.

To grow our business, FingerMotion currently looks

to take advantage of the immense growth in the total variety of mobile services provided in China.

On February 1, 2022, the Xinhua News

Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with

the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology.

For the Company

to continue to grow, the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the

deposit we have with each Telecom.

We will need to raise additional capital to materially increase the amounts of these deposits with

the Telecoms and to support the rollout of our Command & Communications business.

If we raise additional funds through the issuance

of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common

stock, and our existing stockholders may experience dilution.

Any debt financing secured by us in the future could involve restrictive

covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for

us to obtain additional capital and to pursue business opportunities.

We cannot be certain that additional funding will be available to

us on favorable terms, or at all.

If we are unable to obtain adequate funding or funding on terms satisfactory to us, when we require

it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our

business, financial condition and results of operations could be adversely affected.

For the Company to continue to grow,

the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the deposit we have with

each Telecom.

We will need to raise additional capital to materially increase the amounts of these deposits with the Telecoms and to support

the rollout of our Command & Communications business.

If we raise additional funds through the issuance of equity, equity-linked or

debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders

may experience dilution.

Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising

activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue

business opportunities.

A failure to comply with the terms of any financing could result in an event of default, entitling our creditors

to exercise various remedies, including increasing interest rates, accelerating repayment of all outstanding amounts, or enforcing security

interests over our assets, any of which could adversely affect our business, financial condition and results of operations.

be certain that additional funding will be available to us on favorable terms, or at all.

If we are unable to obtain adequate funding

or funding on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business

challenges could be significantly limited, and our business, financial condition and results of operations could be adversely affected.

Claims by others that we infringed their

28 unchanged sentences

Any of these events could adversely affect our business, financial condition and results of operations.

Geopolitical Tensions Between the United States

and China Could Adversely Affect Our Operations and Business Environment.

Geopolitical Tensions Between the United

States and China Could Adversely Affect Our Operations and Business Environment.

Although our services are not directly affected

184 unchanged sentences

There could also be conflicts that arise between us and JiuGe Technology that would require our shareholders and

JiuGe Technology’s shareholders to vote on corporate actions necessary to resolve the conflict.

JiuGe Technology’s shareholder to vote on corporate actions necessary to resolve the conflict.

There can be no assurance in any

74 unchanged sentences

Department of Treasury

on certain officials of the Hong Kong Special Administrative Region and the PRC central government and the executive orders issued by

government in November 2020 that prohibit certain transactions with certain China-based companies and their respective subsidiaries.

Rising political tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the

two major economies.

Such tensions between the United States and China, and any escalation thereof, may have a negative impact on the

general, economic, political, and social conditions in China and, in turn, adversely impacting our business, financial condition, and

results of operations.

on certain officials of the Hong Kong Special Administrative Region and the PRC central government, export control restrictions imposed

Department of Commerce on Chinese entities and the executive orders issued by the U.S.

government in November 2020 that prohibit

certain transactions with certain China-based companies and their respective subsidiaries.

Responding to the restrictions aforementioned,

the PRC central government also issued several countermeasures, including but not limited to counter-sanctions and export control rules

Rising political tensions could reduce levels of trade, investments, technological exchanges, and other economic activities

between the two major economies.

Such tensions between the United States and China, and any escalation thereof, may have a negative impact

on the general, economic, political, and social conditions in China and, in turn, adversely impacting our business, financial condition,

and results of operations.

Regulations were introduced which includes but not limited to Article 177 of the PRC Securities Law which states

109 unchanged sentences

or to our shareholders.

Adverse regulatory developments in China

may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC

in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like

us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

Adverse regulatory developments in China may subject us to additional

regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related

to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based

operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

The recent regulatory developments in China, in

152 unchanged sentences

or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

PRC regulation of loans and direct investment

by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC

subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.

PRC regulation of loans and direct investment by offshore holding

companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated

entities, which could harm our liquidity and our ability to fund and expand our business.

As an offshore holding company of our PRC subsidiary,

196 unchanged sentences

of our other public announcements has been reviewed or otherwise been scrutinized by any local regulator.

Certain PRC regulations, including those

relating to mergers and acquisitions and national security, may require a complicated review and approval process which could make it

more difficult for us to pursue growth through acquisitions in China.

Certain PRC regulations, including those relating to mergers

and acquisitions and national security, may require a complicated review and approval process which could make it more difficult for us

to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of

19 unchanged sentences

control arrangement, are strictly prohibited.

The Regulations on Foreign Investment Security

Assessment (the “ Security Assessment Rules ”) which became effective in January 2021, requires that if foreign investors

intend to directly or indirectly invest in the PRC in key industries and obtaining actual control over the invested enterprise, including

important agricultural products, important energy and resources, major equipment manufacturing, important infrastructure, important transport

services, important cultural products and services, important information technology and internet products and services, important financial

services, key technologies, and other important areas, they shall proactively apply for approval to the working mechanism office (the

“ Security Assessment Office ”) before their implementation.

There is significant uncertainty regarding the

5 unchanged sentences

be materially and adversely affected.

In addition, if the MOFCOM determines that we should have obtained its approval for our entry into

contractual arrangements with our affiliated entities, we may be required to file for remedial approvals.

There is no assurance that we

would be able to obtain such approval from the MOFCOM.

In addition, if the MOFCOM or Security Assessment Office determines that we should have obtained

its approval for our entry into contractual arrangements with our affiliated entities, we may be required to file for remedial approvals.

There is no assurance that we would be able to obtain such approval from the MOFCOM or Security Assessment Office.

If the MOFCOM, the CSRC and/or other PRC regulatory

81 unchanged sentences

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-K

Item 1A. Risk Factors