What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-29 compared with 2025-05-29 · 596 added, 543 removed, 232 unchanged (83% of the section changed)

16 unchanged sentences

2026 and February 28, 2025, with a particular emphasis on fiscal 2026, our most recently completed fiscal year.

The Company is a mobile data specialist company

incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.

As described elsewhere in

this Annual Report, our Company has been organized as a holding company and conducts a significant part of our operations through our

subsidiaries and through contractual arrangements with JiuGe Technology, a VIE based in China.

We indirectly own 100% of the equity of

JiuGe Management, a WFOE that has entered into the VIE Agreements which gives us operational control over JiuGe Technology.

The Company operates the following lines of business:

(i) Telecommunications Products and Services;

(ii) Value Added Products and Services (iii) Short Message Services (“ SMS ”)

and Multimedia Messaging Services (“ MMS ”);

(iv) a Rich Communication Services (“ RCS ”) platform;

(v) Big Data Insights;

and (vi) a Video Games Division (inactive).

The Company is a mobile services, data, and technology

company incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 283164.

As described elsewhere

in this Annual Report, the Company has been organized as a holding company and conducts a significant part of its operations through its

subsidiaries and through contractual agreements with JiuGe Technology, the VIE based in China.

The Company indirectly owns 100% of the

equity of JiuGe Management, a WFOE that has entered into the VIE Agreements which gives the Company operational control over JiuGe Technology

and consolidates its financial results.

The Company operates its business across four

primary segments:

· telecommunications products and services;

The Company’s current product mix consisting

of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles

mobile protection plans).

Chinese mobile phone consumers often utilize third-party e-marketing websites to pay their phone bills.

If the consumer connected directly to the telecommunications provider to pay his or her bill, the consumer would miss out on any benefits

or marketing discounts that e-marketers provide.

Thus, consumers log on to these e-marketer’s websites, click into their respective

phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk

To connect to the respective mobile telecommunications

providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment.

have been granted one of these licenses by China United Network Communications Group Co., Ltd.

(“ China Unicom ”) and

China Mobile Communications Corporation (“ China Mobile ”), each of which is a major telecommunications provider in China.

We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.

We conduct our mobile payment business through

JiuGe Technology, our VIE.

In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute

mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,

Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian.

In September 2018, JiuGe Technology launched and commercialized mobile payment and

recharge services to businesses for China Unicom.

In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian

to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.

The JiuGe Technology mobile payment and recharge

platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses.

We earn a rebate

from each telecommunications company on the funds paid by consumers to the telecommunications companies we process.

To encourage consumers

to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile

data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase

the mobile data and talk time provided to consumers through the use of our platform.

Accordingly, we earn income on the rebates we receive

from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.

FingerMotion started and commercialized its “Business

to Business” (“ B2B ”) model by integrating with various e-commerce platforms to provide its mobile payment and

recharge services to subscribers or end consumers.

In the first quarter of 2019 FingerMotion expanded its business by commercializing

its first “Business to Consumer” (“ B2C ”) model, offering the telecommunication providers’ products

and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers

of the e-commerce companies, such as PinDuoDuo.com, TMall.com and JD.Com.

The Company is planning to further expand its universal exchange

platform by setting up B2C stores on several other major e-commerce platforms in China.

In addition, we have been designated as one of

China’s Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.

Additionally, as previously disclosed, on July

7, 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology

is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various

goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart”

devices and related financial insurance.

The Cooperation Agreement provides that JiuGe Technology is required to construct and operate

the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear all expenses

in connection therewith.

As consideration for the service JiuGe Technology provides under the Cooperation Agreement, it receives a percentage

of the revenue received from all sales it processes for China Unicom on the platform.

The Cooperation Agreement expires three years from

the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by

(i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.

During the recent fiscal year, the Company expanded

its offering under their telecommunication product and services by increasing their product line revenue streams.

In March 2020, FingerMotion

secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.

In February 2021, we increased the mobile phones

sales to end users using all of our platforms.

This business will continue to contribute to the overall revenue for the group as part

of our offering to our customers.

Value Added Product and Services

These are new product and services that the Company

expects to secure and work with the telecommunication provider and all our e-commerce platform partners to market.

In February 2022, our

contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both China Unicom

and China Mobile to co-operate in the introduction of the Mobile Device Protection product which is incorporated into the Telecommunication

subscription plans in line with their roll out of new mobile phones and new 5G phones.

In mid-July 2022, we launched the Mobile Device

protection product with the roll out of the new mobile phones and 5G phones.

Complementing our hardware protection services, we have introduced

cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.

SMS and MMS Services

On March 7, 2019, the Company, acting through

JiuGe Technology, acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to

businesses looking to communicate with large numbers of their customers and prospective customers.

With this acquisition, the Company

expanded into a second partnership with the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and offering bulk

SMS services to end consumers with competitive pricing.

Beijing Technology retains a license from MIIT to operate the SMS and MMS business

Similar to the mobile payment and recharge business, Beijing Technology is required to make a deposit or bulk purchase in

advance and has secured business customers, including premium car manufacturers, hotel chains, airlines and e-commerce companies, that

utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly.

Beijing Technology has the capability

to manage and track the entire process, including guiding the Company’s customer to meet MIIT’s guidelines on messages composed,

until the SMS messages have been delivered successfully.

Rich Communication Services

In March 2020, the Company began the development

of an RCS platform, also known as Messaging as a Platform (“ MaaP ”).

This RCS platform will be a proprietary business

messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering

a better and more efficient user experience at a lower cost.

For example, with the new 5G RCS message service, consumers will have the

ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages.

This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize

third party apps or log onto the Internet, which will increase their user retention.

We expect this to open up a new marketing channel

for the Company’s current and prospective business partners.

Currently, the deployment of this RCS platform is under review, with

discussion ongoing among government bodies, major service providers, and telecommunication companies.

These deliberations aim to assess

the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform

may introduce to user interactions with existing services.

The discussion seeks to ensure that all stakeholders’ concerns are addressed

comprehensively.

Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our

service offerings and an expansion of our market reach.

Big Data Insights

In July 2020, the Company launched its proprietary

technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses

within the insurance, healthcare, and financial services industries.

The Company, acting primarily through its indirect wholly-owned subsidiary,

Finger Motion Financial Company Limited (“ FMFC ”) applies its vast experience in the insurance and financial services

industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial

Integrating diverse publicly available information, insurance and financial based data with technology and finally registering

them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate

the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling

fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more.

objective is to promote, enhance and deliver better value to our partners and customers.

The Company’s proprietary risk assessment

engine offers standard and customized scoring and appraisal services based on multi-dimensional factors.

The Company has the ability to

provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk

selection, precision marketing, product customization, and claims management (e.g., fraud detection).

The Company’s mission is to

deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more

accurate risk assessments, more efficient processes, and a more delightful user experience.

On or around January 25, 2021, FMFC entered into

a Sapientus services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite

of products and services.

In December 2021, the Company acting through JiuGe

Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity

and behavioral patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better

technology, product offerings and customer experience.

Our Video Game Division

The video game industry covers multiple sectors

and is currently experiencing a move away from physical games towards digital software.

Advances in technology and streaming now allow

users to download games rather than visiting retailers.

While publishers are expanding their direct-to-consumer models through mobile

gaming, eSports and virtual, the Company has exited the video game business and re-directed its resources towards new business opportunities

in China, particularly the mobile phone payment and data business.

Smart Mobility Solution

The C2 Platform, FingerMotion’s Advanced

Mobile Integrated Command and Communication solution, saw considerable advancements during the fiscal year.

Designed to support mission-critical

mobile communications for public safety agencies, emergency response teams, and industrial sectors, the C2 Platform is built on FingerMotion’s

telecommunications infrastructure, leveraging 5G connectivity and cloud-based technology to offer real-time data sharing, geospatial mapping,

and situational awareness.

During the year, we expanded the deployment of

the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial partners.

These partnerships

enabled us to showcase the platform's capabilities, including mobile video feeds, real-time GPS tracking, and AI-driven analytics for

improving public safety operations.

Our C2 Platform is positioned to serve both public sector agencies and private sector enterprises

in high-risk areas such as disaster management, fleet operations, and emergency response missions.

We expect these deployments to scale in the upcoming

fiscal year, with further geographic expansion planned for key markets in China.

These developments are expected to drive revenue growth

from enterprise sales, government contracts, and strategic partnerships.

· marketplace platform and digital commerce infrastructure solutions;

· data and analytics platform solutions;

· advanced technology and platform solutions.

The telecommunications products and services segment

includes the distribution of telecommunications-related products and the provision of communication services, such as SMS, MMS, and related

messaging solutions.

The marketplace platform and digital commerce infrastructure segment includes the Company’s mobile-first, online-to-offline

(“ O2O ”) marketplace platforms.

The data and analytics platform solutions segment includes the Company’s Sapientus

platform, which provides data-driven analytics solutions to enterprise customers, particularly in the insurance and financial services

The advanced technology and platform solutions segment includes the Company’s C2 Platform, designed to support real-time

communication, coordination, and operational management across enterprise and industry applications.

Historically, the Company’s revenue has

primarily derived from its telecommunications products and services segment.

However, the Company is increasingly focused on expanding

its higher-margin, technology-driven platform businesses, including enterprise communications, data analytics, and platform solutions.

The newer platform segments are in various stages of development and commercialization, and their future contributions to revenue and

profitability will depend on market adoption, technological advancements, and regulatory conditions.

Business Segments

The Company operates its business across four

primary segments:

· Telecommunications Products and Services

The Company’s telecommunications products

and services segment represents its core operating business, encompassing mobile recharge and top-up services, data plans, subscription

plans, mobile devices, and related value-added telecommunications services for consumers and enterprise customers in the PRC.

These services

are primarily delivered through strategic arrangements and integrations with major telecommunications operators, including China Mobile

and China Unicom.

· Marketplace Platform And Digital Commerce

Infrastructure Solutions

The Company’s marketplace platform and digital

commerce infrastructure segment comprises mobile-first, O2O marketplace and procurement platform solutions designed to facilitate digital

commerce transactions and service integration across various industry verticals.

This segment includes the DaGe Platform, which connects

automotive owners with providers of vehicle-related products and services, and the JiuGe Procurement Platform, an enterprise procurement

solution that supports supplier coordination and procurement workflows.

The Company continues to invest in platform development, scalability,

data analytics integration, and user experience enhancements to support long-term growth and monetization through transaction-based fees,

subscription services, advertising, and other value-added offerings.

· Data And Analytics Platform Solutions

The Company’s data and analytics platform

solutions segment operates under the Sapientus brand, offering AI-powered data analytics and enterprise intelligence solutions for the

telecommunications and insurance industries.

The platform leverages telecommunications and behavioural data to enhance precision marketing,

customer acquisition, risk assessment, product personalization, and analytics-driven business decision-making.

· Advanced Technology And Platform Solutions

The Company’s advanced technology and platform

solutions segment includes its C2 Platform, which integrates satellite communications, 5G networks, IoT systems, and AI-driven analytics

for emergency response vehicles and specialized commercial applications.

The platform is designed to support mission-critical communications,

operational coordination, and real-time data transmission in public safety, emergency response, transportation, and related infrastructure

environments.

Technology and Platform Strategy

The Company’s operations are supported by

proprietary and third-party technology platforms, including messaging infrastructure, digital commerce systems, and data analytics capabilities.

The Company continues to invest in enhancing these platforms to improve scalability, reliability, and performance across its operating

subsidiaries.

Customers and Markets

The Company serves enterprise customers, telecommunications

operators, and platform users primarily in the PRC.

The Company’s solutions are designed to support high-volume transactional environments

and data-driven enterprise use cases.

Key Business Developments

During fiscal 2026, the Company continued its

strategic transformation from a telecommunications-focused operating business to a diversified technology and platform enterprise.

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.

Expansion of Marketplace Platform and Digital

Commerce Infrastructure Solutions

During fiscal 2026, the Company expanded its marketplace

platform and digital commerce infrastructure solutions segment through the acquisition of intellectual property assets related to the

DaGe Platform.

The DaGe platform, FingerMotion’s integrated

marketplace for automotive products and services, continued its expansion in the fiscal year.

The platform offers a range of services,

such as vehicle maintenance, repair, tire replacement, and EV charging, catering to the growing EV market.

With the increasing adoption

of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe.

During the year, we expanded our network of service

providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations into the platform.

We also enhanced

user experience by offering location-based, proximity recommendations, real-time pricing, and seamless transaction processing, all within

the mobile app.

The increase in user engagement on the DaGe platform resulted in higher transaction volumes, which directly contributed

to revenue growth in this segment.

Additionally, we leveraged our existing telecommunications

infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business.

The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, further strengthening the

platform’s position in the market.

As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets

and forming strategic partnerships with both local and national service providers.

Recent Developments

On September 10, 2024,

we appointed CT International LLP as our new independent registered public accounting firm, succeeding our previous auditors, Centurion

On November 29, 2024,

Michael Chan resigned as a director of the Company.

On December 3, 2024,

following the resignation of Mr.

Chan as a director of the Company creating a vacancy on each of the Board’s audit committee and

the compensation committee, the Board appointed Hsien Loong Wong as a member of the audit committee of the Board and appointed Yew Poh

Leong as the chair of the audit committee of the Board.

In addition, the Board appointed Eng Ho Ng as a member of the compensation committee

of the Board.

On December 16, 2024,

the Company and Univest Securities, LLC mutually agreed to terminate the At-the-Market Issuance Sales Agreement, dated September 11, 2023,

between the Company and Univest, effective December 16, 2024.

On December 20, 2024,

the Company entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional

investors (the “ Purchasers ”), which provided for the issuance and sale, in a registered direct offering by the Company

of (i) 3,333,336 shares of its common stock, par value $0.0001 per share (the “ Common Stock ”) and (ii) warrants (the

“ Common Warrants ”) to purchase up to an aggregate of 5,000,004 shares of its common stock (the “ Offering ”)

at a combined purchase price of $1.50 per share and one and one-half Common Warrants.

Each share of Common

Stock was offered together with one and one-half Common Warrants, with each whole Common Warrant to purchase one share of Common Stock.

The Common Warrants have an exercise price of $1.50 per share of Common Stock.

The Common Warrants are exercisable upon issuance

and expire five years from the date of issuance.

The exercise price of the Common Warrants is subject to adjustment for share dividend,

share splits, share combinations and similar capital transactions, as further described in the Common Warrants.

In addition, the exercise

price of the Common Warrants is subject to reduction in the event of certain Common Stock and Common Stock equivalent issuances, other

than certain agreed exempt issuances, at a price lower than the exercise price of the Common Warrants then in effect.

Furthermore, if

at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other

similar transaction involving our common stock (each, a “ Share Combination Event ”) and the lowest daily volume weighted

average price during the period commencing five consecutive trading days immediately preceding and ending immediately after the five consecutive

trading days beginning on the date of such Share Combination Event, is less than the exercise price of the Common Warrants then in effect,

then the exercise price of the Common Warrants will be reduced to the lowest daily volume weighted average price during such period.

The Purchase Agreement

contains customary representations and warranties and agreements of the Company and the Purchasers, and customary indemnification rights

and obligations of the parties.

In addition, the Purchase Agreement includes a participation right in favour of the Purchasers under which

the Purchasers will be entitled, for a period of one year following closing, to participate in future equity financings of the Company

up to a participation rate of a maximum of 40% of such offering.

The Company has agreed not to enter into or complete certain equity financings,

subject to certain agreed exemptions, for a 60-day period from the date of closing of the Offering.

In addition, the Company has agreed

not to enter into any “Variable Rate Transactions”, as defined in the Purchase Agreement, for a period of six months following

closing of the Offering, provided that the Company is entitled to proceed with an “at-the-market offering” after the expiry

of the initial 60-day period following closing.

Certain directors, officers and 10% stockholders of the Company also entered into lock-up

agreements in connection with the Offering under which they have agreed not to sell or transfer any of their equity securities in the

Company for a period of 60 days, subject to certain customary exceptions.

In connection with the

Offering, the Company entered into a Placement Agency Agreement (the “ Placement Agency Agreement ”) on December

20, 2024 with Roth Capital Partners, LLC (the “ Placement Agent ”), as the exclusive placement agent in connection with

the Offering.

As compensation to the Placement Agent, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds

raised in the Offering and issued to the Placement Agent a placement agent warrant to purchase up to 250,000 shares of Common Stock at

an exercise price of $1.88 per share (the “ Placement Agent Warrant ”) for a term of five years from the date of commencement

of sales in the Offering.

The Placement Agent Warrant includes adjustment provisions equivalent to the adjustment provisions provided

to the Purchasers under the Common Warrants, as described above.

In addition, the Company has agreed to pay the Placement Agent up to

$110,000 for its expenses.

The shares of Common

Stock, the Common Warrants and the Placement Agent Warrants described above and the shares of Common Stock underlying each of the Common

Warrants and the Placement Agent Warrant were offered and sold pursuant to the Registration Statement on Form S-3 (File No.

which was declared effective by the Securities and Exchange Commission on September 29, 2023 (the “ Registration Statement ”).

The Company filed a prospectus supplement to the base prospectus incorporated in the Registration Statement with the SEC on December 23,

2024 in connection with the Offering, which closed on December 23, 2024.

The Company received

net proceeds of approximately $4.44 million from the Offering, after deducting the estimated offering expenses payable by the Company,

including the fees and expenses of the Placement Agent.

The DaGe Platform is an integrated digital marketplace

ecosystem that connects vehicle owners with automotive service providers, electric vehicle (EV) charging networks, and accessory vendors

through mobile applications and mini-program platforms.

As of February 28, 2026, the platform had integrated approximately 86,000 charging

stations and approximately 12,500 vendors and service providers.

Management believes the acquisition enhances the

Company’s position within the intelligent mobility and digital commerce ecosystem and supports the Company’s strategy of developing

scalable platform-based revenue models and diversified enterprise service capabilities.

In addition, the Company launched the JiuGe Procurement

Platform during fiscal 2026, the enterprise procurement and supplier management platform is designed to support employee benefits programs,

customer rewards initiatives, and promotional campaign management for enterprise customers.

As of February 28, 2026, the platform was

being piloted with select regional operations of China Mobile and Juneyao Airlines.

Management believes the procurement platform may

facilitate future expansion of enterprise-focused digital commerce infrastructure services and contribute to the diversification of the

Company’s marketplace-related revenue streams.

Advancement of Advanced Technology and Platform

During fiscal 2026, the Company continued its

development and commercialization activities related to the Advanced Mobile Integrated C2 Platform through JiuGe Technology.

The C2 Platform integrates satellite communications,

5G networks, IoT systems, high-definition video transmission, intelligent conferencing systems, and AI-driven analytics specifically designed

for emergency response vehicles and specialized operational environments.

Throughout the fiscal year, JiuGe Technology secured

contracts from government emergency response agencies in multiple Chinese cities through competitive public tender processes.

As of February

28, 2026, ten vehicles equipped with the C2 Platform had been deployed for beta testing and operational use.

Management believes that the advanced technology

and platform solutions segment may represent a long-term, higher-margin growth opportunity, expanding the Company’s exposure beyond

traditional telecommunications-related services into mission-critical communications and infrastructure solutions.

Development of Data and Analytics Platform

The Company continued to invest in its Sapientus

platform, which provides AI-powered data analytics and enterprise intelligence solutions for the telecommunications and insurance industries.

The platform leverages telecommunications-related

and behavioural data to facilitate precision marketing, analytics-driven customer acquisition, risk assessment, product personalization,

and enhanced enterprise decision-making capabilities.

Although the current revenue contribution from this segment remains limited, management

views the platform as a strategic long-term initiative that may support future growth opportunities in both domestic and regional markets.

JiuGe Procurement Platform Launch

On December 1, 2025, the Company launched the

JiuGe Procurement Platform, an enterprise procurement solution operated by JiuGe Technology and included within the Company’s Marketplace

Platform and Digital Commerce Infrastructure segment.

The platform is designed to support JiuGe Technology’s mobile recharge business

by centralizing supplier product catalogues and facilitating procurement workflows for employee benefits, customer rewards, and promotional

campaign distribution.

As of February 28, 2026, the platform was being

piloted with certain regional operations of China Mobile in Shanghai and Jiangxi, as well as with Juneyao Airlines.

The Company intends

to continue evaluating opportunities to expand the platform’s adoption and geographic reach as part of its strategy to broaden its

enterprise service offerings and diversify revenue sources.

Recent Financing

May 2026 Note Offering

On May 13, 2026 (the “ Closing Date ”),

we entered into a securities purchase agreement (the “ May 2026 Note Purchase Agreement ”) with an institutional investor

(the “ Note Investor ”), pursuant to which we issued to the Note Investor a senior secured convertible note (the “ Note ”)

with an original principal amount of $5,000,000 and an original issue discount of $700,000.

The Note bears no interest (except upon an

event of default) and, unless earlier converted or redeemed, will mature on the first anniversary of the Closing Date.

At closing, the

Company received $3,300,000, with the remaining $1,000,000 of the $4,300,000 aggregate subscription amount to be released to the Company

upon the SEC declaring effective a resale registration statement covering the resale of a number of shares of Common Stock equal to 200%

of the maximum number of Conversion Shares issuable upon conversion of the Note (constituting the “ Registrable Securities ”

as more fully defined in the Registration Rights Agreement, which is filed as an exhibit hereto).

The Note is convertible, at any time at the Note

Investor’s option, into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”

and such shares issuable upon conversion, the “ Conversion Shares ”), at an initial fixed conversion price of $0.94 per

share (the “ Fixed Conversion Price ”), which is subject to adjustment for stock splits, stock dividends, stock combinations,

recapitalizations, and other customary events.

In addition, during each monthly period specified in the Note (each, a “ Monthly

Redemption Conversion Period ”), the Note Investor may convert up to $1,000,000 in aggregate principal amount of the Note (plus

all accrued and unpaid amounts thereon) at a “Redemption Conversion Price” equal to the lower of (i) the Fixed Conversion

Price then in effect and (ii) 90% of the lowest daily volume-weighted average price of the Common Stock during the seven consecutive trading

days ending on and including the applicable date of conversion or the first trading day of the applicable Monthly Redemption Conversion

Period, in each case subject to a floor price (the “ Floor Price ”) initially set at 20% of the Nasdaq Minimum Price

(as defined in Nasdaq Listing Rule 5635) on the trading day prior to the date of the May 2026 Note Purchase Agreement, which resets automatically

every six months.

If the Company is unable to issue Conversion Shares due to the exchange cap described below or if a Floor Price condition

exists, the Note Investor may require the Company to satisfy the applicable monthly conversion amount in cash at a 7.5% premium.

If an event of default occurs and is continuing,

the Note shall become due and payable, at the Note Investor’s election, in cash at an amount equal to 125% of all the outstanding

principal amount of the Note, accrued and unpaid interest, and any other unpaid amounts (collectively, the “ Outstanding Value ”).

Upon the occurrence and continuation of an event of default, default interest shall accrue at an annual rate of 12%.

The Note also contains additional conversion,

redemption, and put mechanics, including (i) an optional redemption right in favor of the Company, exercisable after 40 trading days following

the effective date of the initial resale registration statement, at a price equal to 115% of the Outstanding Value of the Note, (ii) a

change of control put right entitling the Note Investor to require redemption of the Outstanding Value under the Note at a premium upon

the occurrence of a change of control transaction, and (iii) a subsequent placement redemption right entitling the Note Investor to require

the Company to apply up to 30% of the gross proceeds of such subsequent placement to redeem at a price equal to 115% of the Outstanding

Value being redeemed, in each case subject to the terms and conditions set forth in the Note.

The May 2026 Note Purchase Agreement contains

customary representations, warranties, and agreements of the Company and the Note Investor, and customary indemnification rights and obligations

of the parties.

The Company has agreed to seek stockholder approval for the issuance of Conversion Shares in excess of 19.99% of the outstanding

shares of Common Stock as of the date of the May 2026 Note Purchase Agreement.

Absent such approval (or an opinion of outside counsel

that stockholder approval is not required), the Company may not issue Conversion Shares in excess of 12,256,260 shares in the aggregate

(the “ Exchange Cap ”).

Conversions are also subject to a 9.99% beneficial ownership limitation.

In connection with the May 2026 Note Purchase

Agreement, the Company entered into a registration rights agreement with the Note Investor.

The Company also entered into a security agreement

with the Note Investor (the “ Security Agreement ”), pursuant to which the Company granted to the Note Investor, acting

as collateral agent, a first-priority security interest in substantially all of the Company’s personal property assets, subject

to customary permitted liens and excluded assets, as set forth in the Security Agreement.

Results of Operations

6 unchanged sentences

Cost of revenue

$ (32,843,907 )

$ (31,929,967 )

Total operating expenses

$ (8,712,708 )

$ (7,679,407 )

Total other income (expenses)

Net Loss attributable to the Company’s stockholders

$ (5,112,804 )

$ (3,811,503 )

Foreign currency translation adjustment

Comprehensive loss attributable to the Company

$ (5,288,467 )

$ (4,187,272 )

Basic Loss Per Share attributable to the Company

5 unchanged sentences

Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Total Revenue

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ended February 28, 2026, a decrease of $11,475,353 or 32%, compared to the year ended February 28, 2025.

This decrease resulted from increases

in revenue of $5,518,482, $80,592 and $188,576 from our SMS & MMS, DaGe Platform and Command & Communication businesses, respectively,

offset by decreases in revenue of $5,585,599 and $386,122 from our Telecommunication Products & Services and Big Data businesses,

respectively.

This decrease was primarily attributable

to a decline of $11,459,097 in revenue from our Telecommunication Products & Services segment.

Within this segment, revenue from sales

of mobile devices amounted to $7,410,130 for the year ended February 28, 2026, compared to $17,964,650 for the year ended February 28,

2025, representing a decrease of $10,554,520.

The overall decrease was also attributable to decreases of $55,555 from Marketplace Platform

and Digital Commerce Infrastructure Solutions, mainly the DaGe Platform and $46,690 from Advanced Technology and Platform Solutions, primarily

the C2 Platform.

These decreases were partially offset by an increase of $85,989 in revenue from Data and Analytics Platform Solutions,

mainly the Sapientus Platform.

We principally earn revenue by providing mobile

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from the telecommunications companies for all monies paid by consumers to those companies that we process.

For the year ended February

28, 2025, our revenue remained primarily driven by our Telecommunication Products & Services segment, despite a decrease compared

to the same period in 2024.

The SMS & MMS business experienced a notable increase during this period.

Importantly, the DaGe Platform, launched in 2024,

recorded its first revenue contributions during the year.

While still in the early stages of development, this segment marks a strategic

advancement in our diversification efforts, offering car-related services through a growing digital ecosystem that includes car wash,

maintenance, and EV charging.

Although the platform remains under active development, we have already begun generating revenue, reflecting

initial market traction.

With increasing user adoption and continued integration of EV charging station networks, we expect the DaGe Platform

to deliver stronger returns in future periods.

The Command and Communication business also made

its initial contribution during the year, supporting our long-term growth plans.

However, the overall revenue from recharge services for

the year ended February 28 2025 was lower than prior corresponding period, it continues to be the primary contributor to our overall performance.

In the Big Data business segment, although revenue

decline during the year, we remain committed to advancing out analytical capabilities and commercial applications.

Since FY2021, we have

established foundational partnerships with major reinsurance companies including Pacific Life Re and Munich Re, which enabled us to co-develop

predictive analytics models designed to enhance risks assessment across the insurance value chain.

These initiatives have laid the foundation

for the next phase of development of our advanced data analytics capabilities and shaped the future direction of Sapientus.

Looking ahead,

we are aligning the Big Data business with our broader strategic objectives of diversification, innovation, and scalability.

efforts are focused on expanding into new industry verticals, pursuing opportunities for geographic growth globally, and further enhancing

our technological platforms.

Through these initiatives, we aim to position Sapientus as a leading provider of data-driven solutions, supporting

a wide range of industries while strengthening our role as a trusted analytics partner worldwide.

This operating model requires

working capital to support transaction volumes.

During the year ended February 28, 2026, our revenue remained primarily driven by our

Telecommunication Products & Services segment, which contributed $23.94 million, representing 99.2% of total revenue.

The DaGe Platform, launched in 2024, generated

$25,037 in revenue compared to $80,592 in the prior year.

Revenue remained limited during the year as operational and promotional activities

were constrained by available working capital.

The Advanced Technology and Platform Solutions

segment generated $141,886 in revenue for the year ended February 28, 2026, compared to $188,576 in the prior year.

Revenue contributions

remained limited, and activity during the year primarily reflected project-based work, with the scope and pace of deployment constrained

by available working capital.

The Data and Analytics Platform Solutions segment

generated revenue of $27,780 for the year ended February 28, 2026.

Activity in this segment remains limited during the year.

Cost of Revenue

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Telecommunication Products & Services

DaGe Platform

Command & Communication

Marketplace Platform & Digital Commerce Infrastructure Solutions

Advanced Technology & Platform Solutions

Data & Analytics Platform Solutions

Total Cost of Revenue

We recorded $23,438,416 in costs of revenue for

the year ended February 28, 2025, an increase of $913,940 or 3%, compared to the year ended February 29, 2024.

the year ended February 28, 2026, a decrease of $9,405,491 or 29%, compared to the year ended February 28, 2025.

As previously mentioned,

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To earn this revenue, we incur cost of the product, certain customer acquisition costs, including

discounts, promotion and marketing initiatives to support user growth and vendor participation, particularly for new business segments

which are reflected in our cost of revenue.

gross profit for the year ended February 28, 2025 was $2,763,707, a decrease of $1,098,011 or 28%, compared to the year ended February

The significant decline in gross profit was primarily due to the higher margin product mix in the Telecommunication Product

& Services segment during the prior period, particularly from our cloud business.

In contrast, there were no contributions from the

cloud business during the current year, which typically generates higher margin .

discounts, promotion and marketing initiatives aimed at user growth and partner engagement, particularly in our emerging segments, which

are reflected in our cost of revenue.

Our gross profit for the year ended February 28,

2026 was $693,845, a decrease of $2,069,862 or 75%, compared to the year ended February 28, 2025.

Cost of revenue primarily consists of

product costs and transaction-related costs incurred in connection with mobile payment and recharge services provided to customers of

telecommunications companies in China.

As transaction activity declined during the year due to working capital constraints, the associated

variable costs declined proportionately.

Amortization & Depreciation

We recorded depreciation of $156,497 for fixed

assets for the year ended February 28, 2025, an increase of $85,888 or 121%, compared to the year ended February 29, 2024.

was due to the amortization of right-of-use assets.

We recorded amortization & depreciation of

$351,204 for intangible assets & fixed assets for the year ended February 28, 2026, an increase of $194,707 or 124%, compared to the

year ended February 28, 2025.

The increase resulted from the purchase of software IP.

General and Administrative Expenses

The following table sets forth the Company’s general and administrative

expenses for the periods indicated:

The following table sets forth the Company’s

general and administrative expenses for the periods indicated:

February 28, 2026

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Salaries & Wages

Stock Option Compensation Expenses

Technical Fee

Total G&A Expenses

We recorded $6,445,771 in general and administrative

expenses for the year ended February 28, 2025, a slight decrease of $137,710 or 2%, compared to the year ended February 29, 2024 The decrease

reflects certain minor reclassifications made during the year to align expense recognition with the appropriate reporting periods.

adjustments were reflected through retained earnings and did not have a material impact on the current year’s financial results.

Our general and administrative expenses primarily consists of personnel-related costs, professional and accounting services, and general

office and operational expenses necessary to support our business growth and regulatory compliance.

These expenses include ongoing costs

associated with corporate governance, audit and regulatory filings, consulting and advisory services, and operational support across our

business segment.

recorded $5,049,420 in general and administrative expenses for the year ended February 28, 2026, a decrease of $1,396,351 or 22%, compared

to the year ended February 28, 2025 The decrease was primarily due to lower salaries & wages, traveling, entertainment, accounting,

consulting and other miscellaneous expenses compared to the prior year.

General and administrative expenses consist of personnel-related

costs, professional and accounting services, and general office and operational expenses necessary to support regulatory compliance.

expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, as

well as operational support across our business segments .

Marketing Costs

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We recorded $83,197 in marketing costs for the

year ended February 28, 2025, an increase $136,206 or 97% compared to the year ended February 29, 2024.

The majority of these marketing

costs were incurred in promoting our newly launched Da Ge App platform.

year ended February 28, 2026, a decrease of $193,061 or 70% compared to the year ended February 28, 2025.

The decrease was primarily attributable

to reduced marketing and promotional activities during the year, reflecting cost control measures implemented in response to liquidity

Research & Development

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We recorded $411,925 in research & development

for the year ended February 28, 2025, as compared to $699,559 for the year ended February 29, 2024.

The decrease of $66,792 or 10% was

due to the savings from data access and usage fees charged by telecommunications company.

Our Insurtech division focuses on consumer behavioral

insights extraction for the purpose of risk assessment.

Insights are mined from a multitude of data sources, harmonized with the objectives

of our various business partners.

The initial phase of business application is to focus on the insurance industry, particularly in the

area of underwriting risk rating, complementary claims adjudication and assessment, and risk segmentation & market penetration.

This division comprises of experienced actuaries,

data scientists, and computer programmers.

The expenses for research & development include

associated wages and salaries, data access fees and IT infrastructure.

Over the course of 2023, Sapientus has made great

strides on several fronts:

market implementation, analytical advancement, and network engagement.

These developments proceed in parallel

with continued efforts to enrich our portfolio line-up towards fulfilling our commercialization potential and value creation objectives:

Deployment of an analytic engine within the leading reinsurer’s risk assessment and selection system.

Our rating models have been onboarded onto our partner’s innovative digital solutions platform as an embedded component of their underwriting engine.

Through this pilot adoption, we brought forward both integrative as well as complementary value through injecting new data-driven insights and risk-scoring capabilities into our partner’s system.

We believe this arrangement strategically positions Sapientus for further market recognition and partnership opportunities.

Currently, our rating models are being used by more than 20 major insurance companies, with increasing reach in terms of user base and business coverage as our reinsurer partner continues to actively engage more insurance clients and apply our model results across wider spectrums of product lines including medical and Critical Illness (CI) portfolios.

Model enhancement through calibration against empirical data - We have deepened our analytic capabilities in generating risk insights and behavioral understanding through sharpening our proprietary modelling tools with empirical insurance claims data, in conjunction with our partner’s medical as well as non-medical underwriting guidelines.

The elevated intelligence of our system could empower our partners with a greater latitude of risk and value segmentation abilities critical for successful portfolio management.

Strengthening of existing strategic collaboration arrangements and broadening into new engagements - We continue to leverage our vast analytical assets and reinvent our capabilities to better serve existing partners as well as recruit new collaboration parties.

As part of our new business and collaboration strategy, we have been actively developing and promoting new value propositions, such as offering proprietary analytic tools and insights that facilitate more effective sales profiling and creative product innovations, capturing a wider commercial audience.

Official patent recognition – Over the past

four years, FMFCL has been granted eight patents by the National Copyright Administration of China (NCAC) in relation to Sapientus for

the abovementioned model algorithms and technological infrastructure as well as insurance-oriented applications, for example, Risk Rating

API Design, and Insurance Risk Assessment platform and Insurance Fraud Detection System.

NCAC is the governing body for patent and copyright

verification and approval in China.

The Company’s successful applications for these patents validate Sapientus’s continuing

innovation in data science and its application in the field of insurance, finance, and beyond, demonstrating the Company’s active

participation and contributions to the industry.

Looking ahead, we are executing a deliberate strategy

to expand the Sapientus brand beyond China, with an emphasis on building scalable, adaptable, and low-capital data-driven solutions that

can serve diverse markets and industries globally.

Our expansion efforts are designed to gradually strengthen our presence internationally

while maintaining a flexible approach to market opportunities as they arise.

Research and development remains fundamental to

our technology-oriented operations.

We continue to invest consistently in innovation, recognizing that data science and advanced analytics

are core to our long-term competitiveness.

Through Sapientus, we are committed to reinforcing our technological leadership and enhancing

our ability to deliver impactful solutions for our clients both within China and internationally.

for the year ended February 28, 2026, a decrease of $220,842 or 35% compared to the year ended February 28, 2025.

Research and development

expenses primarily consist of personnel-related costs.

Activities during the year remained limited in scope, with expenditures aligned

to our available working capital.

Credit Impairment Loss

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We recorded $1,207,516 in credit impairment loss

for the year ended February 28, 2025, an increase $439,613 or 100% compared to the year ended February 29, 2024, reflecting a prudent

assessment of expected credit loss based on updated evaluations of customer credit risk and overall credit exposure.

for the year ended February 28, 2026, an increase of $767,903 or 175% compared to the year ended February 28, 2025.

The increase was mainly

attributable to a higher allowance recognized on trade receivables following management’s assessment of expected credit losses,

including the aging of outstanding balances, collection experience, current business conditions and expected timing of recoveries.

provision reflects a prudent assessment of expected credit risk, while management continues to monitor collections and credit exposure

on an ongoing basis.

Share Compensation Expenses

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We incurred fees of $530,620 in share issuance

for consultants in consideration of the services which have been provided to the Company for the year ended February 28, 2025 as compared

to $185,406 for the year ended February 29, 2024.

The increase of $576,396 or 311% was due to the engagement of consultants to the Company

that were compensated with shares of our common stock, the rationale for rewarding these consultants and advisors with shares is to minimize

the usage of cash by the Company.

However, we will continue to employ equity compensation for consultants selectively, aligning with our

strategic and financial objectives.

for consultants in consideration of services and stock option compensation expenses for the year ended February 28, 2026 as compared to

$761,802 for the year ended February 28, 2025.

The decrease of $231,182 or 30% was due to the reduced engagement of consultants to the

Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part of our

broader financial strategy to optimize equity issuances.

However, we will continue to employ equity compensation for consultants selectively,

aligning with our strategic and financial objectives.

Operating Expenses

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the year ended February 28, 2026 as compared to $8,712,708 in operating expenses for the year ended February 28, 2025.

The increase of

The decrease of

$1,078,826 or 12% for the year ended February 28, 2026 is as set forth above.

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The net loss attributable to the Company’s

shareholders was $5,112,804 for the year ended February 28, 2025 and $3,811,503 for the year ended February 29, 2024.

stockholders was $6,997,770 for the year ended February 28, 2026 and $5,112,804 for the year ended February 28, 2025.

The increase in

net loss attributable to the Company’s shareholders of $1,301,301 or 34% resulted primarily from the significant decline in gross

profit which due to the higher margin product mix in the Telecommunication Product & Services segment during the prior period, particularly

from our cloud business and some increases from the various expenses as discussed above.

net loss attributable to the Company’s stockholders of $1,884,966 or 37% is as set forth above.

Liquidity and Capital Resources

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of $68,596 as compared to cash and cash equivalents of $1,128,135 at February 28, 2025.

business model, particularly in mobile payment, requires periodic fund deposits with our telecommunication companies to obtain access

to the mobile data and talk time we make available to consumers on our portal.

Additionally, the expansion into areas such as cloud-based

business, which features a longer collection cycle, as well as investments in other growth initiatives, has increased our accounts receivable

and placed added pressure on our liquidity.

To manage these operational demands effectively, we have had to carefully monitor and manage

our cash flows.

We anticipate our cash on hand and cash equivalents, along with our revenues from operations, will support our ongoing

operations and repayment of outstanding indebtedness in the near term.

However, to sustain our growth and support strategic initiatives,

including the rollout of our Command & Communication business and increase deposits with telecommunication companies, we will require

additional capital.

To support all these, we intend to continue to seek additional capital through public or private sales of our equity

or debt securities, or both.

We may also explore entering into financing arrangements with commercial banks or non-traditional lenders.

We cannot provide investors with any assurance that we will be able to raise additional funding from the sale of our equity and/or debt

securities on terms acceptable to us, or at all, in order to support the rollout of our Command & Communication business and increase

our deposits with our telecommunications company client .

We did, however, raise $6,642,504 through a closing

of a private placement of 1,095,000 shares of our common stock at a price of $1.50 per share and entered into a securities purchase agreement

with certain institutional investors, which provided for the issuance and sale, in a registered direct offering by the Company of 3,333,336

shares of our common stock at a price of $1.50 per share, during the year ended February 28, 2025.

In addition to these equity financings,

we also obtained loan financing comprising approximately $1.59 million denominated in SGD, which provided additional working capital to

support our operational and strategic initiatives.

Our business model, particularly in mobile payment,

requires periodic fund deposits with our telecommunication companies to obtain access to the mobile data and talk time we make available

to consumers on our portal.

During the period, liquidity constraints limited our ability to fund certain operations, which contributed

to reduced activity levels.

Management continues to monitor cash flows and align expenditures with available resources.

In addition, the

Company is pursuing financing initiatives, including equity and debt financing arrangements, to support ongoing operations, satisfy certain

obligations, and advance its strategic initiatives.

The Company continues to focus on improving collection cycles, optimizing payment

terms, and enhancing operational efficiency.

The Company’s ability to support its operations and execute its business strategy will

depend on a combination of operational cash flows, effective working capital management, and access to additional financing.

be no assurance that additional financing will be available on acceptable terms, or at all.

Statement of Cashflows

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Net cash used in operating activities

$ (8,179,304 )

$ (7,327,320 )

Net cash used in investing activities

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Net increase (decrease) in cash and cash equivalents

$ (7,723,009 )

Cash Flow used in Operating Activities

Net cash used in operating activities increased

by $851,984 in the year ended February 28, 2025 compared to the year ended February 29, 2024, primarily due to increase in accounts receivable

of ($24,860,498) (2024:

($7,919,533)), increase in prepayment and deposit of ($1,365,105) (2024:

Net cash used in operating activities decreased

by $4,274,110 in the year ended February 28, 2026 compared to the year ended February 28, 2025, primarily due to increase in accounts

receivable of ($10,974,384) (2025:

($24,860,498)), increase in other receivable of ($621,761) (2025:

1,399,140), increase in inventories

of ($109,386) (2025:

nil) and decrease in lease liability of ($100,668) (2024:

($6,857)) offset by, decrease in other receivable of $1,399,140

($137,354)) and decrease in lease liability of ($8,487) (2025:

($100,668)) offset by, decrease in prepayment and

deposit of $2,124,453 (2025:

($1,365,105)), increase in accounts payable of $8,016,055 (2025:

$5,168,763) and increase in accrual and other payables of $7,788,318

$19,665,662) and increase in accrual and

other payables of $2,620,191 (2025:

Cash Flow used in Investing Activities

During the year ended February 28, 2026, investing

activities increased by $3,739 compared to the year ended February 29, 2024.

activities increased by $16,101 compared to the year ended February 28, 2025 due to the purchase of equipment.

Cash Flow provided by Financing Activities

During the year ended February 28, 2026, net cash

provided by financing activities was $7,776,249 compared to net cash used by financing activities of $295,333 during the year ended February

The increase was due to the receipt of subscription proceeds to purchase 1,095,000 shares of our common stock at $1.50 per share

on a private placement basis and a registered direct offering by the Company of 3,333,336 shares of our common stock at $1.50 per share.

Company received some short-term loan facilities of an aggregate of SGD$2,120,000 .

February 14, 2025, the Company repaid 2 short-term loans of SGD$370,000 and SGD$250,000.

provided by financing activities was $2,863,503 compared to net cash provided by financing activities during the year ended February 28,

2025 of $7,776,249.

The decrease was primarily attributable to lower net borrowings during the year, including repayments of loans made

earlier in the fiscal year.

During the year ended February 28, 2026, we also raised additional capital through sales of common stock under

our at-the-market (“ ATM ”) offering program.

Proceeds from these issuances were used primarily for general working capital

Notwithstanding these proceeds, we continue to experience working capital constraints, and our liquidity remains dependent on

operating performance, the timing of customer collections, and access to additional financing.

During the fourth quarter of Fiscal 2026, we issued

64,083 shares of our common stock under the sales agreement pursuant to the ATM offering program for gross cash proceeds of $98,942.

total issuance costs were $2,474, all of which were related to compensation paid to the sales agent.

Our ATM offering is being conducted pursuant to

an at-the-market issuance sales agreement (the “ Sales Agreement ”) with R.F.

Lafferty & Co., Inc.

Agent ”), under which we may issue and sell from time to time shares of our common stock having an aggregate offering price of

not more than $50,000,000 through the Sales Agent.

Sales of the common stock, if any, will be made by any method permitted by law deemed

to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly

through the Nasdaq Capital Market, the existing trading market for our common stock, sales made to or through a market maker other than

on an exchange or otherwise, in negotiated transactions at market prices, and/or any other method permitted by law.

The Sales Agent will

offer our common stock at prevailing market prices subject to the terms and conditions of the Sales Agreement as agreed upon by us and

the Sales Agent.

The shares have been registered under our shelf registration statement Form S-3 under the Securities Act (the “ Registration

Statement ”), filed with the SEC on September 11, 2023 (SEC File Nol 333-274456), and declared effective by the SEC on September

29, 2023, and are being offered pursuant to a prospectus supplement (the “ ATM Prospectus Supplement ”) filed pursuant

to Rule 424(b)(5) under the Securities Act on October 23, 2025, and the accompanying base prospectus dated September 29, 2023 (the “ Base

Prospectus ”).

Upon filing with the SEC, this Annual Report is

deemed to update the Base Prospectus and ATM Prospectus Supplement for the purposes of section 10(a)(3) of the Securities Act.

date of this Annual Report, the aggregate market value of our common stock held by non-affiliates of our Company is less than $75 million.

Accordingly, our Company no longer qualifies for General Instruction I.B.I of Form S-3 and is instead subject to General Instruction I.B.6

of Form S-3 which limits the amounts that we may sell under a registration statement prepared on that form.

However, the Company is relying

on administrative guidance published by the Corporation Finance Division of the SEC (Corporation Finance Interpretation No.

the effect that staff at the SEC will not object if a registrant continues offering and selling the full amount of securities covered

by a previously-filed prospectus supplement in these circumstances.

At the time of filing the ATM Prospectus Supplement, our Company qualified

for General Instruction I.B.I of Form S-3, and the Sales Agreement contemplated an at-the-market offering of up to an aggregate of $50,000,000

of shares of common stock, being an amount of securities that we reasonably expected to offer and sell.

Accordingly, the Registration

Statement of which the Prospectus and the ATM Prospectus Supplement collectively form a part continues to be available to sell such aggregate

amount of our common stock under the Sales Agreement.

Capital Allocation Strategy

Our capital allocation strategy focuses on:

Supporting Core Business Operations – Maintaining adequate working capital to support the

telecommunications products and services business at sustainable transaction volumes while optimizing capital efficiency.

Selective Platform Investments – Allocating capital to platform-based initiatives (C2 Platform,

DaGe Platform, JiuGe Procurement Platform, Sapientus solutions) based on commercial traction, market opportunity, and potential return

on investment.

Strategic Acquisitions – Pursuing selective acquisition opportunities that provide complementary

technology capabilities, expand market access, enhance operational scale, or accelerate platform development..

Regional Expansion – Investing in market entry and business development activities in Southeast

Asian markets, such as Indonesia and Thailand, for the C2 Platform and Sapientus solutions.

Off-Balance Sheet Arrangements

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Subsequent Events

On March 3, 2025, we issued 27,500 shares of our

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

On May 28, 2025, we issued an aggregate of 940,000 shares of our common

stock at a price of $2.50 per share to eight individuals due to the closing of a private placement for aggregate gross proceeds of $2,350,000.

The proceeds from the private placement offering will be used for general corporate and working capital purposes.

In connection with the closing of the private

placement on May 28, 2025, we paid cash finder’s fees of $235,000 to one non-U.S.

On March 4, 2026, Finger Motion Company Limited,

a wholly owned subsidiary of the Company, entered into a further extension agreement with Dr.

Liew Yow Mingin respect of the remaining

outstanding balance of SGD$500,000 under the loan agreement dated July 18, 2024, extending the repayment date from March 4, 2026 to September

The loan had previously been extended on September 4, 2025, when the repayment date was extended from September 4, 2025 to March

4, 2026 and the interest rate was revised to 24.5% per annum.

All other material terms remained unchanged.

On May 13, 2026, the Company entered into a securities

purchase agreement with an institutional investor and issued the Note with an original principal amount of $5,000,000 and an original

issue discount of $700,000.

The Note is convertible into shares of the Company’s common stock at an initial fixed conversion price

of $0.94 per share, subject to adjustment as set forth in the Note.

The Note and the shares issuable upon conversion were issued in a

transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder.

See “—Recent Financing — May 2026 Note Offering” for a more detailed description.

In connection with the issuance of the Note, pursuant

to the adjustment provisions to the exercise price contained within the common stock purchase warrants (the “Common Warrants”)

and the placement agent warrant (the “Placement Agent Warrant”) issued in the registered direct offering that closed on December

23, 2024, the number of warrants remaining under the Common Warrants has been increased by 2,293,771 and the number of warrants remaining

under the Placement Agent Warrant have increased by 74,666, with the remaining number of warrants thereunder entitling the holders of

the Common Warrants and the Placement Agent to purchase an aggregate of 6,344,031 shares of common stock at a price of $0.94 per share.

Outstanding Share Data

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and profits have been eliminated upon consolidation.

In connection with the preparation of our consolidated

financial statements for the year ended February 28, 2025, we identified accounting errors related to revenue and stock options.

The accumulated

deficit as of February 28, 2023, Consolidated Balance Sheet as of February 29, 2024, and the related Consolidated Statements of Operations,

Stockholders’ Equity and Cash Flows for the fiscal year ended February 29, 2024, have been restated to correct the errors.

the materiality of the errors and determined that the impacts were not material, individually or in the aggregate, to our previously issued

consolidated financial statements for any of the prior quarters or annual periods in which they occurred.

See Note 16 of the notes to

our consolidated financial statements for further discussion.

Variable interest entity

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(“ FASB ”) Accounting Standards Codification (“ ASC ”) Section 810, “Consolidation” (“ ASC

the Company is required to include in its consolidated financial statements, the financial statements of its variable interest entities

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the risk of loss for the VIE

or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which a company, through contractual

arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is

the primary beneficiary of the entity.

810 ”), the Company is required to include in its consolidated financial statements, the financial statements of its variable

interest entities (“ VIEs ”).

ASC 810 requires a VIE to be consolidated if that company is subject to a majority of the

risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

VIEs are those entities in which a

company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity,

and therefore the company is the primary beneficiary of the entity.

Under ASC 810, a reporting entity has a controlling

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Through the VIE agreements disclosed in Note 1

the Company is deemed the primary beneficiary of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in

the accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral for or restricted solely to settle

their obligations.

The creditors of JiuGe Technology do not have recourse to the Company’s general credit.

– Nature of Business and basis of Presentation of the Notes to the Consolidated Financial Statements as presented

under Item 8, Financial Statements and Supplementary Data in this Annual Report on Form 10-K, the Company is deemed the primary beneficiary

of JiuGe Technology.

Accordingly, the results of JiuGe Technology have been included in the accompanying consolidated financial statements.

JiuGe Technology has no assets that are collateral for or restricted solely to settle their obligations.

The creditors of JiuGe Technology

do not have recourse to the Company’s general credit.

Use of Estimates

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this relationship could adversely affect our operating results in the near term.

Segment reporting

ASC 280, “Segment Reporting”,

establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational

structure as well as information about geographical areas, business segments and major customers in consolidated financial statements

for detailing the Company’s business segments.

Based on the criteria established by ASC 280, The Company uses the management

approach to determine reportable operating segments.

The management approach considers the internal organization and reporting used by

the Company’s CODM, specifically the Company’s CEO and CFO, for making decisions, allocating resources and assessing performance.

The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and

expenses by nature as a whole.

Based on the management’s assessment, the Company determines that it has only one operating segment

and therefore one reportable segment as defined by ASC 280.

Furthermore, the whole of the Group’s revenue is derived in or from

China with all operation being carried out in China, and the Company’s long-lived assets are located in China, no geographical segments

are presented.

As such, all financial segment information required by the authoritative guidance can be found in these consolidated financial

Foreign Currency Translation and Transactions

The Company’s reporting currency is the

The functional currencies of the Company’s foreign subsidiaries are their respective local currencies (China Renminbi,

Singapore dollar and Hong Kong dollar), which are the monetary unit of account of the principal economic environment in which the Company’s

foreign subsidiaries operate.

Assets and liabilities of the foreign subsidiaries are translated into US dollars at exchange rates in effect

at each period end.

Revenues and expenses are translated at average exchange rates in effect during the period.

The resulting translation

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:

Balance sheet items, except for equity accounts

February 28, 2026

RMB6.8590 to $1.00

February 28, 2025

RMB7.2830 to $1.00

Income statement and cash flows items

For the year ended February 28, 2026

RMB7.1315 to $1.00

For the year ended February 28, 2025

RMB7.2123 to $1.00

Identifiable Intangible Assets

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strategy and its forecasts for specific market expansion.

Accounts Receivable and Concentration of

Accounts receivable, net is stated at the amount

the Company expects to collect, or the net realizable value.

The Company provides a provision for allowances that includes returns, allowances,

and doubtful accounts equal to the estimated uncollectible amounts.

The Company estimates its provision for allowances based on historical

collection experience and a review of the current status of trade accounts receivable.

It is reasonably possible that the Company’s

estimate of the provision for allowances will change.

Accounts Receivable, Net

Accounts receivable is stated at the amount the

Company expects to collect.

The Company maintains allowances for credit losses for estimated losses.

Management considers the following

factors when determining the collectability of specific accounts:

historical experience, creditworthiness of the clients, aging of the

receivables and other specific circumstances related to the accounts.

Allowance for credit losses is made and recorded into administrative

expenses based on the aging of accounts receivable and on any specifically identified receivables that may become uncollectible.

receivable which are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted

and the potential for recovery is considered remote.

Our assessment considered the estimates of expected credit and collectability trends.

Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may

have an impact on our allowance for credit losses in future periods.

Refer to Note 8 – Accounts Receivable, net of the Notes

to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in this Annual Report

on Form 10-K, for allowances for credit losses recognized in profit or loss by the Company during the year ended February 28, 2026 and

February 28, 2025.

Concentration of Credit Risks

Financial instruments that potentially subject

the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and other receivable.

The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions, and at times exceed federally

insured limits.

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

For the year ended February 28, 2026, two customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 57% and 23%.

As at February 28,

2026, amounts due from these customers represented approximately 62% of the Company’s total accounts receivable.

For the year ended February 28, 2025, three customers

each accounted for more than 10% of the Company’s total revenue, with individual contributions of 47%, 24% and 20%.

As at February

28, 2025, amounts due from these customers represented approximately 92% of the Company’s total accounts receivable.

For the year ended February 28, 2026, two suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 57% and 23%.

As at February 28,

2026, amounts due to these suppliers represented approximately 54% of the Company’s total accounts payable.

For the year ended February 28, 2025, three suppliers

each accounted for more than 10% of the Company’s total purchase, with individual contributions of 45%, 25% and 23%.

As at February

28, 2025, amounts due to these suppliers represented approximately 83% of the Company’s total accounts payable.

Operating and finance lease right-of-use assets

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and are readily convertible to known amounts of cash.

Property and Equipment

Property and equipment are stated at cost.

of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the estimated

useful lives of the assets.

Equipment is stated at cost.

Depreciation of equipment

is provided using the straight-line method for financial reporting purposes at rates based on the estimated useful lives of the assets.

Estimated useful lives range from three to seven years.

Land is classified as held for sale when management

has the ability and intent to sell, in accordance with ASC Topic 360-45.

Land is classified as held for sale when management has the ability and intent

to sell, in accordance with ASC Topic 360-45.

Earnings Per Share

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the period are included in diluted earnings per share.

ASC 260, Earnings Per Share (“ASC 260”),

requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential

common shares in computing diluted earnings per share.

Diluted earnings per share should be based on the actual number of options or shares

granted and not yet forfeited, unless doing so would be anti-dilutive.

The Company uses the “treasury stock” method for equity

instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share.

Antidilutive securities

represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact

was antidilutive.

FASB Accounting Standard Codification Topic 260

(“ ASC 260 ”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar

equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share.

Diluted earnings

per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.

The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in

ASC 260 to determine diluted earnings per share.

Antidilutive securities represent potentially dilutive securities which are excluded

from the computation of diluted earnings or loss per share as their impact was antidilutive.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts

with Customers (“ASC 606”) beginning on January 1, 2018 using the modified retrospective approach.

ASC 606 establishes principles

for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts

to provide goods or services to customers.

The core principle requires an entity to recognize revenue to depict the transfer of goods

or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those

goods or services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance

by reviewing its existing customer contracts and current accounting policies and practices to identify differences that will result from

applying the new requirements, including the evaluation of its performance obligations, transaction price, customer payments, transfer

of control and principal versus agent considerations.

Based on the assessment, the Company concluded that there was no change to the timing

and pattern of revenue recognition for its current revenue streams in scope of ASC 606 and therefore there was no material changes to

the Company’s consolidated financial statements upon adoption of ASC 606.

The Company recognizes revenue in accordance with

ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to customers in an amount that

reflects the consideration the Company expects to receive in exchange for those goods or services.

It generates revenue primarily from

telecommunications mobile recharge and top-up services, data plans, subscription plan, mobile devices and related services provided to

consumer and enterprise customers.

Telecommunication Services

The Company provides mobile recharge and top-up

services, data plans, subscription plans, and other related telecommunication services to third-party businesses and online marketplaces

through its digital platform.

Revenue is recognized when the related services are delivered, activated, or otherwise made available to

the customer, which is the point at which control of the promised services is transferred to the customer in accordance with the terms

of the underlying arrangements.

Telecommunication Products

Telecommunication products revenue primarily relates

to sales of mobile devices.

Telecommunication products are generally considered separate performance obligations because customers can

benefit from the devices independently.

Revenue associated with mobile devices sales is recognized at a point in time when control transfers

to the customer, generally upon picked up by the customer.

Other Segments

The Company recognizes revenue from providing

hosting and integration services and licensing the use of its technology platform to its customers.

The Company recognizes revenue when

all of the following conditions are satisfied:

online-to-offline integration services (DaGe platform), communication and coordination solutions, and data and analytics services to its

The Company recognizes revenue when all of the following conditions are satisfied:

(1) there is persuasive evidence of an arrangement;

(2) the service has been provided to

the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services);

(3) the amount of fees to be paid by the customer is fixed or determinable;

(2) the service has been provided to the customer or the equipment has been accepted by the customer;

(3) the amount of fees to be paid

by the customer is fixed or determinable;

and (4) the collection of fees is probable.

We account for

our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting,

which are recognized over the period for when services are performed.

We account for our multi-element arrangements in

data and analytics services, such as instances where we design a custom website and separately offer other services, which are recognized

over the period for when services are performed.

Cost of Revenue

Cost of revenue consists of telecommunication

products and services, and SMS & MMS business for operators or other suppliers, and the purchase cost of emergency equipment for command

and communication.

Research and Development

Research and development costs are expensed as

Research and development expenses for Sapientus include compensation, employee benefits, stock-based compensation, materials

and components purchased for research and development.

During the year ended February 28, 2026, the Company also commenced product development

efforts under a new strategic collaboration to integrate its Mobile Integrated Command and Communication Platform into emergency response

Selling, General and Administrative

Selling, general and administrative expenses include

compensation, employee benefits, stock-based compensation, professional service fees, allocation of facility costs, depreciation, and

amortization associated with general selling and administrative overhead activities.

The Company uses the asset and liability method

of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”).

Under this method, income

tax expense is recognized as the amount of:

(i) taxes payable or refundable for the current year and (ii) future tax consequences attributable

to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in the results of operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred

tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax

assets will not be realized.

of accounting for income taxes in accordance with Accounting Standards Codification (“ ASC ”) 740, “Income Taxes”

(“ ASC 740 ”).

Under this method, income tax expense is recognized as the amount of:

(i) taxes payable or refundable

for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing

assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment

A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is

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

Non-controlling interest

Non-controlling interests held 1% of the shares

of two of our subsidiaries are recorded as a component of our equity, separate from the Company’s equity.

Purchase or sales of equity

interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable to the

non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well

as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Recent Issued Accounting Pronouncements

The Company does not believe recently issued but

not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements

of operations and cash flows.

of three of our subsidiaries, 30% of the shares of Zhejiang ChangXin Communication Equipment Co., Ltd.

and 20% of the shares of Shanghai

XiaoYi Bin Tong Technology Co., Ltd., are recorded as a component of our equity, separate from the Company’s equity.

sales of equity interests that do not result in a change of control are accounted for as equity transactions.

Results of operations attributable

to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as

well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

The cumulative results

of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company’s consolidated

balance sheets.

Recently Issued Accounting Pronouncements

(i) Recently adopted accounting pronouncements

In December 2023, the FASB issued Accounting Standards

Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness

of income tax disclosures.

The amendments address more transparency about income tax information through improvements to income tax disclosures

primarily related to the rate reconciliation and income taxes paid information.

The ASU also includes certain other amendments to improve

the effectiveness of income tax disclosures.

The amendments in this ASU are effective for public business entities for annual periods

beginning after December 15, 2024 on a prospective basis through retrospective application is permitted.

Early adoption is permitted.

The Company adopted ASU 2023-09 for the year beginning on March 1, 2025 on a retrospective basis and the adoption does not have a material

impact on its disclosures.

(ii) Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).

This ASU requires

disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

A reporting entity is required

to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization,

and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts

of depletion expense) included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face

of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e);

2) include certain

amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the

other disaggregation requirements;

3) disclose a qualitative description of the amounts remaining in relevant expense captions that are

not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an

entity’s definition of selling expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact

of this accounting standard update on its consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01,

“Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures.” The amendment in ASU

2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual

reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15,

Early adoption of is permitted.

The Company is currently evaluating the impact of this accounting standard update on its consolidated financial

statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial

Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which

amends guidance on the measurement of credit losses for accounts receivable and contract assets.

ASU 2025-05 is effective for annual reporting

periods beginning after December 15, 2025, and interim periods within those annual periods.

Early adoption is permitted.

is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In December 2025, the Financial Accounting Standards

Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2025-11, Interim Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The standard clarifies disclosure requirements for interim financial statements and is

effective for interim periods beginning after December 15, 2026.

Early adoption is permitted.

The Company is currently evaluating the

impact of this accounting standard update on its consolidated financial statements and related disclosures.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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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 7. Management’s Discussion and Analysis