What changed in this filing

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Item 9A. Controls and Procedures

2026-05-29 compared with 2025-05-29 · 232 added, 144 removed, 858 unchanged (30% of the section changed)

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public companies that are not smaller reporting companies.

Our management, including our principal financial

officer, assessed the effectiveness of the Company’s internal control over financial reporting as of February 28, 2025 in accordance

with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “ COSO Framework ”).

Our management, including our principal executive

officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as

of February 28, 2026 in accordance with the framework in Internal Control – Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (the “ COSO Framework ”).

Based on this assessment,

Management concluded that certain aspects of the Company's internal control over financial reporting as of February 28, 2025, were not

Management concluded that certain aspects of the Company’s internal control over financial reporting as of February 28, 2026, were

not effective.

A material weakness,

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Plan to Remediate the Material Weaknesses:

has taken significant steps towards remediation of these material weaknesses in 2023, including implementing measures designed address

has taken significant steps towards remediation of these material weaknesses since 2023, including implementing measures designed address

the control deficiencies.

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The remediation actions include:

Management has documented a complete set of controls

incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation

of duties around payments and expenditures in 2023.

While significant progress has been made in implementing most of these controls, the

process is not yet complete.

Management continues to work on finalizing the implementation and expects to complete it throughout 2025.

Management has documented a complete set of controls incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation of duties around payments and expenditures since 2023.

While significant progress has been made in implementing most of these controls, the process is not yet complete.

Management continues to work towards completing the implementation and anticipates further progress during the year.

Management has implemented corporate governance policies and charters that will further align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control procedures.

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OTHER INFORMATION

On December 9, 2025, the Company’s wholly

owned subsidiary, Finger Motion Company Limited entered into a loan agreement with Dr.

Liew Yow Ming for a short-term loan facility of

SGD$150,000 for working capital purposes.

The loan bears interest at 12% per annum, payable monthly, and matures six (6) months from the

drawdown date unless otherwise extended by the lender.

On December 24, 2025, Finger Motion Company Limited

entered into a separate loan agreement with Dr.

Liew Yow Ming for a short-term loan facility of SGD$100,000 for working capital purposes.

The loan bears interest at 12% per annum, payable monthly, and matures five (5) years from the drawdown date unless otherwise extended

by the lender.

On September 4, 2025, Finger Motion Company Limited

entered into an extension agreement with Dr.

Liew Yow Ming in

respect of the remaining outstanding balance of SGD$500,000 under the loan agreement dated July 18, 2024, extending the repayment date

from September 4, 2025 to March 4, 2026.

The interest rate increased from 18.0% to 24.5% per annum.

All other material terms remained

On March 4, 2026, Finger Motion Company Limited entered into a further extension

agreement with Dr.

Liew Yow Ming in 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 4, 2026.

fourth quarter ended February 28, 2026, none of our directors or executive officers adopted , modified or terminated any contract,

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THAT PREVENT INSPECTIONS

On December 16, 2021, the Public Company Accounting

Oversight Board (“ PCAOB ”) published a report of its formal determinations (the “ Determinations ”)

to the effect that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland

China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions.

The PCAOB made these Determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities

under the United States Holding Foreign Companies Accountable Act (“ HFCAA ”).

The report further listed in its Appendix

A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms

Subject to the Hong Kong Determination, respectively.

The audit report included in our Annual Report on Form 10-K for the years ended

February 28, 2023 and 2022 was issued by Centurion ZD CPA & Co.

(“ CZD CPA ”), an audit firm headquartered in Hong

Kong and therefore identified in Appendix B.

It followed that, i n June 2022, we were identified

as a Commission-Identified Issuer on the SEC’s “Conclusive list of issuers identified under the HFCAA”.

On December 15, 2022, the PCAOB, after determining

that it was now able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland

China and Hong Kong, voted to vacate the Determinations.

On December 18, 2022, the SEC announced

that due to the December 15, 2022 action by the PCAOB, and until such time as the PCAOB issues any new determination, there are no

SEC-reporting companies at risk of having their securities subject to a trading prohibition under the HFCAA.

As such, as of the date of

this filing of this Annual Report on Form 10-K, the Company is not a Commission Identified Issuer under the HFCAA and is not subject to

having its Common Stock delisted under HFCAA.

In addition, o n September 10, 2024, we

appointed CT International LLP, based in San Francisco, CA, to replace Centurion ZD CPA & Co.

as our independent registered public

accounting firm.

As a result, we are no longer required to comply with HFCAA submission or disclosure requirements in our Annual Report

on Form 10-K covering the fiscal year ended February 28, 2025.

The Company is not currently identified as a Commission-Identified

Issuer under the HFCAA.

The Company’s independent registered public accounting firm, CT International LLP, is based in San Francisco,

CA and is registered with the PCAOB and subject to inspection by the PCAOB.

DIRECTORS, EXECUTIVE OFFICERS AND

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and Director of Strategic Projects for Keppel T&T (Jan.

Director and Non-Executive Chairman

Director of FingerMotion, Inc.

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28, 2025 to present).

Yang Yeat Choe

Director of FingerMotion, Inc.

26, 2026 to present);

Co-Founder and CEO of Owl Digital Entertainment Group (Sept.

2021 to present);

Co-Founder and CEO of Cubinet Interactive Group of Companies (2006 to 2017).

Legal Representative and General Manager of JiuGe Technology

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Ng was appointed as a Board

member on December 11, 2020.

Ng is currently the non-executive Chairman of ZWEEC Analytics Pte Ltd.

in Singapore and an independent

Board director of TNG Fintech Group in Hong Kong.

He previously served in top management positions in several large business corporations

in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary of Temasek holdings, as Executive Vice President (Operations),

and ST Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the Deputy President Director.

Ng was also Managing Director of

Keppel Telecommunications & Transportation Ltd.

after serving in various positions at Keppel T&T and its subsidiaries.

joining Keppel T&T, Mr.

Ng was a career officer in the Singapore Armed Forces.

member on December 11, 2020 and appointed as the non-executive Chairman on March 2, 2026.

Ng is currently the non-executive Chairman

of ZWEEC Analytics Pte Ltd.

in Singapore and an independent Board director of TNG Fintech Group in Hong Kong.

He previously served in

top management positions in several large business corporations in Singapore, including ST Technologies Telemedia Pte Ltd., a subsidiary

of Temasek holdings, as Executive Vice President (Operations), and ST Telemedia’s Indonesian subsidiary, PT Indosat Tbk, as the

Deputy President Director.

Ng was also Managing Director of Keppel Telecommunications & Transportation Ltd.

after serving in various

positions at Keppel T&T and its subsidiaries.

Prior to joining Keppel T&T, Mr.

Ng was a career officer in the Singapore Armed

Ng has served as a Director of Alvarion Ltd.

as an Independent Director of Mencast Holdings Ltd.

Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours)

from the Royal Military College of Science, UK in 1977.

and as an Independent Director of Mencast Holdings Ltd.

Ng received his Bachelor

of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of Science, UK in 1977.

Ng devotes approximately 15% of his time to

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to the Company.

Yang Yeat Choe – Mr.

Choe was appointed

as a Board member on February 26, 2026.

Choe is a technology entrepreneur and senior executive with over two decades of experience

in digital services, enterprise IT, data analytics, and interactive entertainment across Asia.

He is the Co-Founder of the Company, where

he has played a key role in building the Company into a mobile data specialist providing value-added services to major telecommunications

operators in China, as well as insurtech solutions leveraging big-data analytics derived from insights across more than one billion mobile

He is also the Co-Founder and Chief Executive Officer of Owl Digital Entertainment Group, a digital entertainment company

focused on developing and producing world-class content for PC, PlayStation, and Xbox platforms.

Previously, Mr.

Choe served as Co-Founder and

Chief Executive Officer of Cubinet from 2006 to 2017.

During his tenure, Cubinet expanded its footprint across Malaysia, Singapore, Thailand,

the Philippines, Vietnam, and Indonesia, growing into one of Southeast Asia’s leading free-to-play online entertainment platforms.

The company supported a community of over 15 million core players, employed approximately 200 staff, and published a diverse portfolio

of successful PC, browser, and mobile games.

Earlier in his career, Mr.

Choe co-founded Trisilco-IT,

where he continues to serve as Managing Partner.

The firm provides enterprise solutions supporting mission-critical operations for financial

institutions and corporate organizations and currently serves 33 financial institutions across Malaysia, Cambodia, and Indonesia.

Choe holds a Bachelor of Commerce degree from

Curtin University of Technology, Western Australia, and was a Certified Practicing Accountant (CPA).

He brings to the board strong expertise

in financial oversight, technology strategy, data-driven business models, regional expansion, risk management, and corporate governance.

Choe devotes approximately 50% of his time

to the Company.

Li Li is the Legal Representative

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Shanghai KeShunXiang Automobile Service Co., Ltd.

Zhejiang Changxin Communication Equipment Co., Ltd.

Shanghai Xiaoyi Bin Tong Technology Co., Ltd.

Family Relationships

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Late or Unfiled Report

Tuck Seng Low

Unfiled Form 3

Yew Poh Leong

Two Late filed Form 4s

Director Independence

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which operates under its Audit Committee Charter.

The Company’s Audit Committee consists of Yew Poh Leong (chair), Eng Ho Ng and

Tuck Seng Low.

Each member of the Audit Committee satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing

Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act.

Our Audit Committee financial

expert is Yew Poh Leong who qualifies as an “audit committee financial expert” within the meaning of the SEC Rule 10A-3 and

possesses financial sophistication within the meaning of the Listing Rules of the Nasdaq Stock Market.

The Audit Committee oversees our

accounting and financial reporting processes and the audits of the financial statements of the Company.

The Audit Committee is governed

by a charter approved by our Board of Directors, a copy of which is attached as an exhibit to our Current Report on Form 8-K filed with

the SEC on December 21, 2021.

The Company’s Audit Committee consists of Yew Poh Leong (chair), Eng Ho Ng, Hsien

Loong Wong and Tuck Seng Low.

Each member of the Audit Committee satisfies the “independence” requirements of Rule 5605(a)(2)

of the Listing Rules of the Nasdaq Stock Market and meet the independence standards under Rule 10A-3 under the Exchange Act.

Committee financial expert is Yew Poh Leong who qualifies as an “audit committee financial expert” within the meaning of the

SEC Rule 10A-3 and possesses financial sophistication within the meaning of the Listing Rules of the Nasdaq Stock Market.

The Audit Committee

oversees our accounting and financial reporting processes and the audits of the financial statements of the Company.

The Audit Committee

is governed by a charter approved by our Board of Directors, a copy of which is attached as an exhibit to our Current Report on Form 8-K

filed with the SEC on December 21, 2021.

The Audit Committee is responsible for, among other things:

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To that extent, during our fiscal year ended February 28, 2026, we did not provide any

executive compensation to our named executive officers other than a base salary (column “ (c)” in the table above).

executive compensation to our named executive officers other than a base salary (column “Salary” in the table above).

Executive Employment Agreements

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Director Compensation

Each of our directors receives regular cash compensation

of $2,000 per month, for serving on the Board.

Each of our directors, other than Mr.

Choe, receives

regular cash compensation of $2,000 per month, for serving on the Board.

The following table set forth information relating

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incentive plan

Leong Yew Poh

Michael Chan (1)

Yew Poh Leong

Hsien Loong Wong

(1) Michael Chan resigned as a director of the Company on November 29, 2024, and therefore, was only paid

director compensation for nine months for the fiscal year ended February 28, 2025.

Tuck Seng Low

Yang Yeat Choe

Choe receives $9,500 per month pursuant to a consulting services agreement with the Company’s

subsidiary, Finger Motion Company Limited, pursuant to which Mr.

Choe provides strategic business partnership and relationship services

to Finger Motion Company Limited.

As at February 28, 2026, our directors, excluding

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Hsien Loong Wong – 78,500 stock options;

and Eng Ho Ng – 63,000 stock options.

Eng Ho Ng – 63,000 stock options and

Yang Yeat Choe – 96,000 stock options.

Clawback Policy

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Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

(the “Clawback Policy”), with an effective date of November 17, 2023, in order to comply with Section 10D of the United States

Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 of the Exchange Act (“Rule 10D-1”),

and the listing rules adopted by The Nasdaq Stock Market, LLC (collectively, the “Final Clawback Rules”).

The Board has designated

the Compensation Committee of the Board as the administrator of the Clawback Policy.

(the “ Clawback Policy ”), with an effective date of November 17, 2023, in order to comply with Section 10D of the United

States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), Rule 10D-1 of the Exchange Act (“ Rule

10D-1 ”), and the listing rules adopted by The Nasdaq Stock Market, LLC (collectively, the “ Final Clawback Rules ”).

The Board has designated the Compensation Committee of the Board as the administrator of the Clawback Policy.

The Clawback Policy provides

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Yew Hon Lee, Chief Financial Officer

c/o 111 Somerset Road, Level 3, Singapore, 238164

c/o 111 Somerset

Road, Level 3, Singapore, 238164

Yew Poh Leong, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

c/o 111 Somerset Road, Level

3, Singapore, 238164

Hsien Loong Wong, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

c/o 111 Somerset Road,

Level 3, Singapore, 238164

Eng Ho Ng, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

c/o 111 Somerset Road, Level

3, Singapore, 238164

Tuck Seng Low, Director

c/o 111 Somerset Road, Level 3, Singapore, 238164

Li Li, Legal Representative and General Manager of JiuGe Technology

c/o 111 Somerset Road, Level

3, Singapore, 238164

Yang Yeat Choe, Director

c/o 111 Somerset Road, Level

3, Singapore, 238164

7,296,000 (7)

Li Li, Legal Representative and General Manager of JiuGe

c/o 111 Somerset Road, Level 3, Singapore, 238164

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Major Stockholders:

Choe Yang Yeat

6-11-1 V Square PJ City Centre

Jalan Utara PJ

Selangor 46200, Malaysia

7,276,800 (9)

Acuitas Group Holdings, LLC

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4,000,000 (10)

Dorado Goose, LLC

170 Dorado Beach East, Dorado, Puerto Rico 00646

4,000,000 (11)

Less than one percent.

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In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Proxy Statement.

As of May 26, 2026, there were 61,281,308 shares of common stock of the Company issued and outstanding.

This figure represents (i) 751,356 shares of common stock, and (ii) stock options to purchase 92,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 494,542 shares of common stock, and (ii) stock options to purchase 88,400 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 200,000 shares of common stock, and (ii) stock options to purchase 62,800 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 370,000 shares of common stock, and (ii) stock options to purchase 62,800 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents stock options to purchase 50,400 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 2,200,000 shares of common stock, and (ii) stock options to purchase 336,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 4,015,898 shares of common stock, and (ii) stock options to purchase 692,400 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 752,356 shares of common stock, and (ii) stock options to purchase 138,000 shares of our common stock, which have vested as of the date hereof.

This figure represents (i) 461,000 shares of common stock, and (ii) stock options to purchase 132,600 shares of our common stock, which have as of the date hereof.

This figure represents (i) 160,000 shares of common stock, and (ii) stock options to purchase 78,500 shares of our common stock, which have vested as of the date hereof.

This figure represents (i) 370,000 shares of common stock, and (ii) stock options to purchase 78,500 shares of our common stock, which have vested as of the date hereof.

This figure represents stock options to purchase 63,000 shares of our common stock, which have vested as of the date hereof.

This figure represents (i) 7,200,000 shares of common stock held by Ever Sino International Limited over which Mr.

Choe Yang Yeat has sole voting and dispositive power, and (ii) stock options held directly by Mr.

Choe to purchase 76,800 shares of our common stock, which have vested or will vest within 60 days of the date hereof.

This figure represents (i) 1,000,000 shares of common stock held by Acuitas Group Holdings, LLC, a California limited liability company (“ Acuitas ”), and (ii) 3,000,000 shares of common stock held directly by Acuitas Capital LLC, a Delaware limited liability (“ Acuitas Capital ”) wholly-owned by Acuitas.

Choe has sole voting and dispositive power, and (ii) stock options held directly by Mr.

Choe to purchase 96,000 shares of our common stock, which have vested as of the date hereof.

This figure represents (i) 2,200,000 shares of common stock, and (ii) stock options to purchase 420,000 shares of our common stock, which have vested as of the date hereof.

This figure represents (i) 11,143,356 shares of common stock, and (ii) stock options to purchase 1,006,600 shares of our common stock, which have vested as of the date hereof.

Acuitas is a private investment vehicle beneficially owned and controlled by Terren S.

Mr Peizer is the sole member and Chairmans and managing member of Acuitas and, in such capacity, exercises the sole voting and investment power over the shares of common stock held for the accounts of Acuitas and Acuitas Capital.

Peizer is the sole member and Chairman and managing member of Acuitas and, in such capacity, exercises the sole voting and investment power over the shares of common stock held for the accounts of Acuitas and Acuitas Capital.

This information is based on a Schedule 13G filed with the SEC by Acuitas on November 18, 2022.

This figure represents warrants to purchase 4,000,000 shares of our common stock held by Dorado Goose, LLC over which Mr.

Tommy Wang has sole voting and dispositive power.

Changes in Control

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independent auditor for Fiscal 2026.

ITEM 15 – EXHIBITS

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are filed as part of this

Annual Report.

Certificate of Incorporation

Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017

Certificate of Amendment of Certificate of Incorporation dated June 21, 2017

Amended and Restated Bylaws

Description of Registrant’s Securities

Form of Common Warrant

Form of Placement Agent Warrant

Software License Agreement between Finger Motion Company Limited and Property Management Corporation or America dated April 28, 2017

Exclusive Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd.

of Incorporation

of Designation, Preferences and Rights of Series A Convertible Preferred Stock dated May 15, 2017

of Amendment of Certificate of Incorporation dated June 21, 2017

and Restated Bylaws

of Registrant’s Securities

of Common Warrant

of Placement Agent Warrant

Consulting Agreement between Shanghai JiuGe Business Management Co., Ltd.

and Shanghai JiuGe Information Technology Co., Ltd.

dated October 16, 2018

Loan Agreement between Shanghai JiuGe Business Management Co., Ltd.

October 16, 2018

Agreement between Shanghai JiuGe Business Management Co., Ltd.

and Shanghai JiuGe Information Technology Co., Ltd.

dated October

Power of Attorney Agreement between Shanghai JiuGe Business Management Co., Ltd.

of Attorney Agreement between Shanghai JiuGe Business Management Co., Ltd.

and Shanghai JiuGe Information Technology Co., Ltd.

dated October 16, 2018

Exclusive Call Option Agreement between Shanghai JiuGe Business Management Co., Ltd.

October 16, 2018

Call Option Agreement between Shanghai JiuGe Business Management Co., Ltd.

and Shanghai JiuGe Information Technology Co., Ltd.

dated October 16, 2018

Share Pledge Agreement between Shanghai JiuGe Business Management Co., Ltd.

October 16, 2018

Pledge Agreement between Shanghai JiuGe Business Management Co., Ltd.

and Shanghai JiuGe Information Technology Co., Ltd.

dated October

English Translation of Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement, dated as of July 7, 2019, between Shanghai JiuGe Information Technology Co., Ltd.

Translation of Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement, dated as of July 7, 2019,

between Shanghai JiuGe Information Technology Co., Ltd.

and China United Network Communications Limited Yunnan Branch

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10.8 (11) (†)

Loan Agreement between Finger Motion Company Limited and Dr.

Agreement between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated July 18, 2024.

Placement Agency Agreement dated December 20, 2024, between the Company and Roth Capital Partners, LLC

Form of Securities Purchase Agreement dated December 20, 2024, between the Company and the Purchasers thereto

Code of Business Conduct and Ethics

Securities Trading and Reporting Guidelines

Subsidiaries of FingerMotion, Inc.

Consent of CT International LLP

Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

Agency Agreement dated December 20, 2024, between the Company and Roth Capital Partners, LLC

of Securities Purchase Agreement dated December 20, 2024, between the Company and the Purchasers thereto

10.11 (13)(†)

Purchase Agreement, dated September 30, 2025, by and between Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc.

and Shanghai JiuGe Business Management Co., Ltd.

Agreement, dated October 23, 2025, by and between FingerMotion, Inc.

Lafferty & Co., Inc.

Services Agreement between Finger Motion Company Limited and Yang Yeat Choe, dated March 1, 2025

Consulting Services Agreement between Finger Motion Company Limited

and Yang Yeat Choe, dated March 1, 2026

Exchange Agreement, dated March 18, 2026, by and among FingerMotion, Inc., Telforge, Inc.

and the Shareholders of Telforge, Inc.

Extension Letter between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated September 4, 2025

Agreement between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated December 9, 2025

Agreement between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated December 24, 2025

Extension Letter between Finger Motion Company Limited and Dr.

Liew Yow Ming, dated March 4, 2026

Purchase Agreement, dated May 13, 2026, by and between FingerMotion, Inc.

and the Note Investor

Secured Convertible Note, dated May 13, 2026, issued by FingerMotion, Inc.

to the Note Investor

Rights Agreement, dated May 13, 2026, by and between FingerMotion, Inc.

and the Note Investor

Agreement, dated May 13, 2026, by and between FingerMotion, Inc.

and the Note Investor

of Business Conduct and Ethics

Trading and Reporting Guidelines

of FingerMotion, Inc.

of CT International LLP

Certification

of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certification

of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

Certifications

pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

for the Recovery of Erroneously Awarded Incentive-Based Compensation

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definitions Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 attachments)

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension

Definitions Linkbase Document

XBRL Taxonomy Extension

Label Linkbase Document

XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (formatted as inline XBRL and contained in Exhibit 101 attachments)

Filed herewith

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Portions of this exhibit have been omitted

Indicates a management contract or compensatory plan

Previously filed as an exhibit to our Registration Statement on Form S-1 filed with the SEC on May 8, 2014 (No.

10 unchanged sentences

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 23, 2024

ITEM 16 – FORM 10-K SUMMARY

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 6, 2025

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 23, 2025

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 24, 2026

Previously filed as an exhibit to our Current Report on Form 8-K filed with the SEC on May 14, 2026

FORM 10-K SUMMARY

Not applicable.

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Tuck Seng Low, Director

/s/ Yang Yeat Choe

Yang Yeat Choe, Director

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 9A. Controls and Procedures