What changed in this filing

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Item 1A. Risk Factors

2026-07-15 compared with 2026-01-14 · 59 added, 47 removed, 1064 unchanged (9% of the section changed)

24 unchanged sentences

Risks Related to the Business

We have a limited operating history and, as

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

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

may not be indicative of future operating performance.

We have a limited operating history, which makes it

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have experienced net losses.

We generated a net loss of approximately $5.2 million during the nine-month period ended November 30, 2025

and net losses of approximately $5.1 million, $3.8 million and $7.5 million for the years ended February 28, 2025, 2024 and 2023, respectively.

At November 30, 2025 and February 28, 2025, we had an accumulated deficit of approximately $39.4 million and $34.2 million, respectively.

We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods.

will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase

our sales and marketing efforts and continue to invest in our platform.

These efforts may be more costly than we expect and may not result

in increased revenue or growth in our business.

If we are unable to generate adequate revenue growth and manage our expenses, we may continue

to incur significant losses in the future and may not be able to achieve or maintain profitability.

We generated net losses of approximately $2.0 million during the three-month period ended May 31, 2026 and

net losses of approximately $7.0 million, $5.1 million and $3.8 million for the years ended February 28, 2026, 2025 and 2024, respectively.

At May 31, 2026 and February 28, 2026, we had an accumulated deficit of $43.1 million and $41.2 million, respectively.

We have not achieved

profitability, and we may not realize sufficient revenue to achieve profitability in future periods.

Our expenses will likely increase

in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase our sales and

marketing efforts and continue to invest in our platform.

These efforts may be more costly than we expect and may not result in increased

revenue or growth in our business.

If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur

significant losses in the future and may not be able to achieve or maintain profitability.

If we fail to effectively manage our growth,

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We have not experienced any system failures or other

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

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

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

47 unchanged sentences

We may require additional funding to support

our business.

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

affect our business, financial condition and results of operations.

To grow our business, FingerMotion currently looks

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

On February 1, 2022, the Xinhua News

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

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

For the Company

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

deposit we have with each Telecom.

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

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

If we raise additional funds through the issuance

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

stock, and our existing stockholders may experience dilution.

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

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

us to obtain additional capital and to pursue business opportunities.

We cannot be certain that additional funding will be available to

us on favorable terms, or at all.

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

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

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

For the Company to continue to grow,

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

each Telecom.

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

the rollout of our Command & Communications business.

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

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

may experience dilution.

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

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

business opportunities.

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

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

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

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

If we are unable to obtain adequate funding

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

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

Claims by others that we infringed their proprietary

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

shareholders to vote on corporate actions necessary to resolve the conflict.

There can be no assurance in any such circumstances that

shareholder to vote on corporate actions necessary to resolve the conflict.

There can be no assurance in any such circumstances that Ms.

Li will vote her shares in our best interest or otherwise act in the best interests of our company.

Li fails to act in our

best interests, our operating performance and future growth could be adversely affected.

Li fails to act in our best

interests, our operating performance and future growth could be adversely affected.

We rely on the approval certificates and business

70 unchanged sentences

Department of Treasury on certain officials

of the Hong Kong Special Administrative Region and the PRC central government and the executive orders issued by the U.S.

government in

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

of the Hong Kong Special Administrative Region and the PRC central government, export control restrictions imposed by U.S.

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

government in November 2020 that prohibit certain transactions

with certain China-based companies and their respective subsidiaries.

Responding to the restrictions aforementioned, the PRC central government

also issued several countermeasures, including but not limited to counter-sanctions and export control rules of China.

Rising political

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

Certain PRC regulations, including those relating to mergers and

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

pursue growth through acquisitions in China.

Certain PRC regulations, including those relating

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

for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic

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control arrangement, are strictly prohibited.

The Regulations on Foreign Investment Security Assessment

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

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

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

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

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

Assessment Office ”) before their implementation.

There is significant uncertainty regarding the interpretation

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As a result, our ability to seek growth through acquisitions may be materially and adversely

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

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

There is no assurance that we would be able to obtain

such approval from the MOFCOM.

In addition, if the MOFCOM or Security Assessment Office determines that we should have obtained its approval for our entry

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

There is no assurance that

we would be able to obtain such approval from the MOFCOM or Security Assessment Office.

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

81 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors