UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware		7372		20-0077155
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Delaware
(State or other jurisdiction of
incorporation or organization)

7372
(Primary Standard Industrial
Classification Code Number)

46-4600326
(I.R.S. Employer Identification No.)

~~1460~~111 ~~Broadway~~Somerset Road, Level 3 Singapore 238164 (347) 349-5339

New York, New York 10036 Telephone: (347) 349-5339

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

United Corporate Services, Inc.
874 Walker Rd., Ste. C
Dover, DE 19904
Telephone: (877) 734-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Michael Shannon

McMillan LLP

Royal Centre, 1055 West Georgia Street, Suite 1500

Vancouver, BC, Canada V6E 4N7

Telephone: (604) 893-7638

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒ x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒x Smaller reporting company ☒x Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Selling Stockholder may not sell or offer these securities until the registration statement of which this prospectus forms a part is declared effective by the Securities and Exchange Commission. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated ~~September~~June 811, ~~2022~~2026

PROSPECTUS

FINGERMOTION, INC.

6Up to 16,~~822~~531,~~320~~931 Shares of Common Stock Issuable Upon Conversion of Senior Secured Convertible Note

This prospectus relates to the resale or other disposition of up to 616,~~822~~531,~~320~~931 shares of common stock of FingerMotion, Inc. (the “Company”) that may be offered and sold, from time to time, by the selling stockholder (the “Selling Stockholder”) identified in this prospectus. These 6 16,~~822~~531,~~320~~931 shares ~~consist~~represent 200% of: ~~(a)~~the ~~5,083,190~~maximum number of shares of common stock issuable upon ~~the~~ conversion oof ~~the~~a ~~Senior Convertible~~senior ~~Promissory~~secured ~~Note,~~convertible note dated ~~August~~May 913, ~~2022~~2026 in the outstanding principal amount of $5,000,000 (the “Note”), ~~and~~determined ~~(b)~~as ~~1,739,130~~if ~~shares~~the outstanding Note was converted in full as of ~~common~~the ~~stock~~trading ~~issuable upon~~day immediately preceding the ~~exercise~~date ofthe ~~Common~~registration ~~Stock~~statement ~~Purchase~~of ~~Warrant~~which ~~No.~~this 1,prospectus ~~dated~~forms a ~~August~~part 9,was ~~2022~~initially (filed with the U.S. Securities and Exchange Commission (“~~Warrant~~SEC”), ~~that~~without ~~were~~regard to any limitations on the conversion of the Note. The Note was issued pursuant to a Securities Purchase Agreement, dated ~~August~~May 913, ~~2022~~2026 (the “Purchase Agreement”), between the Company and ~~Lind~~the Selling Stockholder. We are required to obtain majority stockholder approval to permit ~~Global~~the ~~Fund~~issuance IIof LP20% or more of our outstanding shares of Common Stock (the “Stockholder Approval”) and we intend to seek Stockholder Approval at a special meeting of stockholders. Prior to obtaining Stockholder Approval, the Selling Stockholder may only acquire up to 12,256,260 of the Shares underlying the Note upon conversion.

We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the shares of common stock issuable in connection with the conversion or repayment of the Note ~~and upon exercise of the Warrant~~ to satisfy contractual obligations owed by us to the Selling Stockholder pursuant to the Purchase Agreement, and documents ancillary thereto. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the shares. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the Selling Stockholder prior to any resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The Selling Stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of ~~shares~~the ~~of our common stock~~shares.

We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholder pursuant to this prospectus. ~~However~~The Note bears an original principal amount of $5,000,000 wewith ~~will~~an ~~receive~~original ~~proceeds~~issue ~~from~~discount of $700,000. At closing of the ~~exercise~~sale of the ~~Warrant~~Note ifto the Selling Stockholder ~~exercises~~pursuant to the ~~Warrant~~Purchase ~~for~~Agreement, the ~~cash~~Company received $3,300,000, with the remaining $1,000,000 of the $4,300,000 aggregate discounted principal amount to be released to the Company upon the SEC declaring effective the registration statement of which this prospectus forms a part.

The Selling Stockholder, or its permitted transferees or other successors-in-interest, may offer the shares oof our common stock from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how the Selling Stockholder may sell ~~its~~their shares of common stock in the section entitled “Plan of Distribution” in this prospectus.

~~Our shares of common stock are traded on the NASDAQ Capital Market under the symbol “FNGR”. On September 6, 2022, the last reported price of our common stock was $0.851 per share.~~- 1 -

Our shares of common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “FNGR”. On June 10, 2026, the last reported price of our common stock was $0.6342 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplement as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We agreed to bear substantially all of the expenses in connection with the ~~reistration~~registration and resale of the shares offered hereby (other than selling commissions).

Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the information in this prospectus, including the risks described under the section of this prospectus entitled “Risk Factors” beginning on page 518.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

~~The date~~INTRODUCTORY ~~of this prospectus is September __, 2022~~COMMENTS

FingerMotion, Inc. is a Delaware-incorporated holding company. Headquartered in Singapore, the Company focuses on delivering technology-enabled platforms and services in the People’s Republic of China (“PRC” or “China”, and, unless the context requires otherwise and solely for the purpose of this prospectus, such as describing legal or tax matters, authorities, entities, or persons, excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan) and selected international markets. The Company’s offerings include mobile recharge and payment solutions for the telecommunications sector, data analytics solutions, and platform-based digital ecosystems.

The Company’s operations are primarily carried out through subsidiaries and contractual agreements with affiliated entities in the PRC, particularly, a variable interest entity (“VIE”), Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology”, or the “VIE”).

Ms. Li Li, the sole shareholder of JiuGe Technology, serves as its legal representative and general manager. Due to PRC laws and regulations that may restrict foreign ownership in certain industries deemed sensitive by the PRC government, the Company uses the VIE structure to secure contractual exposure to and economic benefits from operations in the PRC.

The Company indirectly owns 100% of the equity interests in Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management” or the “WFOE”), a wholly foreign-owned enterprise, which has established a series of contractual arrangements with the VIE and its shareholder (collectively, the “VIE Agreements”). These arrangements provide the Company with control over and the ability to receive substantially all of the economic benefits from the VIE. However, the VIE Agreements have not been tested in PRC courts. For details on the VIE structure and the contractual arrangements, please refer to “Business—Corporate Information” on page 60. Consequently, investors in the Company’s common stock do not hold direct equity interests in the VIE.

As the Company does not possess direct equity ownership in the VIE, it is subject to risks and uncertainties associated with the interpretation and application of PRC laws and regulations, including uncertainties regarding the validity and enforceability of the VIE Agreements among the WFOE, the VIE, and the VIE’s shareholder. Additionally, there are also considerable uncertainties concerning the future actions of the PRC government, which may determine that the VIE structure does not comply with applicable laws and regulations. If the PRC government disallows the VIE structure, the Company could lose its ability to consolidate the financial results of the VIE, adversely affecting its business, financial condition, and results of operations, potentially leading to a significant decline in the value of the Company’s common stock. Please refer to “Risk Factors—Risks Related to the VIE Agreements” and “Risk Factors—Risks Related to Doing Business in China” on page 26.

- 2 -

The Company is exposed to legal and operational risks associated with a significant portion of its operations in the PRC. The legal and regulatory framework in the PRC that governs the Company’s business is continually evolving and may be subject to varying interpretations. This could lead to changes in the Company’s operations or regulatory requirements, potentially resulting in material and adverse effects on its business, financial condition, and operational results, as well as a decline in the value of its common stock or limitations on the Company’s ability to offer securities to investors.

In recent years, PRC authorities have introduced and enhanced regulatory oversight in areas including VIE structures, data security, and anti-monopoly practices. As of the date of this prospectus, neither the Company, its subsidiaries, nor the VIE has been subject to any cybersecurity review initiated by PRC regulatory authorities, nor has any such entity received any related inquiry, notice, or sanction.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated new rules governing overseas securities offerings and listings by companies with operations in the PRC, which became effective on March 31, 2023 (the “Overseas Listing Trial Measures”). These regulations establish a filing-based regulatory framework requiring companies based in the PRC, or primarily conducting operations within the PRC, to submit filings to the CSRC in relation to overseas securities offerings and listings. Generally, these regulations apply when a significant portion of a company’s business, financial results, or management activities is situated in the PRC.

Under these regulations, companies that were listed on overseas exchanges prior to March 31, 2023, such as the Company, are designated as “stock enterprises” and are not required to submit an immediate filing with the CSRC. However, should the Company pursue a future offering of securities in an overseas market, such as follow-on offerings or other capital-raising activities, it may be required to file with the CSRC within a specified timeframe. Non-compliance with these obligations could result in regulatory actions, including fines or other penalties, which may materially adversely impact the Company’s business, financial condition, and operating results.

As of the date of this prospectus, neither the Company, its subsidiaries nor the VIE, nor any of its respective officers or directors, have received any inquiries, notices, warnings or sanctions from the CSRC or any other governmental authorities in the PRC regarding the Overseas Listing Trial Measures. However, the interpretation and implementation of these measures, as well as the related administrative rules, policies and practices of the CSRC, remain uncertain. Consequently, the potential impact of any future regulatory developments on the Company’s ability to conduct our business, accept investments, or list or maintain a listing on U.S. or foreign exchange is unclear. Please refer to “Risk Factors— Risks Related to Doing Business in China” for further details.

Additionally, as of the date of this prospectus, the Company’s subsidiaries and WFOE have not declared or paid any dividends or made any distributions to the Company. Under Delaware law, a Delaware corporation may only pay cash dividends out of surplus or net profits. As a holding company, the Company would rely on payments made by the VIE to the WFOE in accordance with the VIE Agreements, as well as dividends or other distributions from the WFOE to the Company, to fund future dividend payments on the Company’s common stock.

The Company’s ability to receive funds from its operations in the PRC is subject to restrictions and limitations imposed by the PRC law. Under the VIE Agreements, the VIE is obligated to make payments to the WFOE, in cash or in kind, at the WFOE’s request; however, such payments are subject to applicable PRC taxes, including value-added tax (“VAT”) and enterprise income tax. Furthermore, PRC regulations permit the WFOE to pay dividends to its offshore parent, the Company, only out of registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations. If the WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to the Company. Any limitation on the WFOE’s ability to distribute dividends or other payments to the Company could materially and adversely limit the Company’s ability to grow, make investments or acquisitions, pay dividends or otherwise fund the operations. Moreover, any cash dividends or distributions of assets by the WFOE to the Company, through our subsidiary as its shareholder, are subject to PRC withholding tax, which is generally up to 10%. PRC regulations also impose restrictions on the conversion of Chinese Renminbi (“RMB”) into foreign currencies and the remittance of currencies out of China which may delay or limit the Company’s ability to transfer funds offshore. As a result, the Company may face challenges in distributing earnings from the PRC operations, and if we are unable to do so, we may not be able to pay dividends on the Company’s common stock.

- 3 -

Transfer of Cash or Assets

Dividend Distributions

The Company has never declared or paid dividends or distributions on its common stock. The Company has previously disclosed an intention to issue a dividend in kind in the form of warrants. The Company currently intends to retain all available funds and any future consolidated earnings to support operations and the growth of its business and, accordingly, does not anticipate paying cash dividends in the foreseeable future.

Under Delaware law, the Company may pay dividends only from net profits or, if there are no such profits, from net assets in excess of capital. As a holding company, the Company’s ability to pay dividends depends on dividends and other distributions from its WFOE. Any restrictions on the WFOE’s ability to distribute funds could materially and adversely affect the Company’s ability to grow its business, make investments or acquisitions, or pay dividends to its shareholders.

The WFOE’s ability to distribute dividends is subject to PRC laws and regulations, which generally provide that: (i) dividends may be paid only out of accumulated after-tax profits determined in accordance with PRC accounting standards; (ii) losses from prior fiscal years must be offset before profits can be distributed; (iii) profits from prior fiscal years may be distributed together with current fiscal year profits; and (iv) at least 10% of after-tax profits must be allocated to a statutory reserve fund until such reserve reaches 50% of the WFOE’s registered capital. These requirements may limit the amount of funds available for distribution. If the WFOE incurs debt, the governing instruments may further restrict its ability to pay dividends or make other distributions to the Company.

In addition, dividends paid by the WFOE to the Company’s offshore holding entity are generally subject to PRC withholding tax of up to 10% and are subject to review by banks designated by the State Administration of Foreign Exchange (“SAFE”). PRC regulations also impose controls on the conversion of RMB into foreign currencies and the remittance of funds out of China, which may delay or restrict the Company’s ability to receive dividends.

The Company’s ability to pay dividends also depends on payments made from the VIE to the WFOE under the VIE Agreements, and the subsequent distribution of such funds to the Company. These payments may be subject to PRC taxes, including VAT of approximately 6% and enterprise income tax of 25%. Any limitations on the ability of the VIE or the WFOE to make such payments could materially affect the Company’s liquidity and its ability to pay dividends. For additional information, see “Risk Factors—Risks Related to Doing Business in China” on page 26.

Our Company’s Ability to Settle Amounts Owed under the VIE Agreements

The Company transfers cash to its wholly-owned Hong Kong subsidiary, Finger Motion (CN) Limited, through capital contributions or intercompany loans. The Hong Kong subsidiary then transfers cash to the WFOE in China through capital contributions. As the Company controls the VIE through contractual arrangements rather than equity ownership, it is not permitted to make direct capital contributions to the VIE and its subsidiaries.

Under the VIE Agreements, the VIE is obligated to make payments to the WFOE, in cash or in kind, at the WFOE’s request. The Company expects to settle amounts due under the VIE Agreements through dividends and other distributions from the WFOE to the Company. However, such transfers may be subject to the following limitations:

●

Taxes: Payments from the VIE to the WFOE are subject to PRC taxes, including VAT of 6% and enterprise income tax of 25%.

●

Dividend restrictions: PRC regulations generally permit the WFOE to pay dividends to the Company, out of its accumulated after-tax profits determined in accordance with PRC accounting standards. In addition, if the WFOE incurs debt in the future, the governing instruments may restrict its ability to pay dividends or make other distribution to the Company.

●

Foreign exchange controls: PRC regulations impose restrictions on the conversion of RMB into foreign currencies and the remittance of funds out of China, which may delay or limit the Company’s ability to receive dividends.

- 4 -

The VIE may transfer cash to the WFOE by paying service fees pursuant to the applicable consulting services agreement.

Effect of Holding Foreign Companies Accountable Act and Related SEC Rules

The Holding Foreign Companies Accountable Act (“HFCAA”) mandates that the U.S. Securities and Exchange Commission (“SEC”) prohibit trading in the securities of companies whose auditors cannot be fully inspected by the Public Company Accounting Oversight Board (“PCAOB”) for a specified period.

In December 2021, the PCAOB announced its inability to fully inspect certain accounting firms located in mainland China and Hong Kong. Consequently, certain U.S.-listed companies with auditors in those jurisdictions were identified under the HFCAA. However, in December 2022, the PCAOB reported that it had gained sufficient access to inspect and investigate registered accounting firms in mainland China and Hong Kong, thereby vacating its previous determinations.

The Company is not currently classified as a Commission-Identified Issuer under the HFCAA and is not subject to trading prohibitions or delisting under this Act. Additionally, the Company has appointed a U.S.-based independent registered public accounting firm as its auditor.

Nonetheless, future changes in U.S. or PRC regulations, or a determination by the PCAOB that it cannot adequately inspect audit firms in relevant jurisdictions, could impact our compliance with HFCAA requirements. If our securities were prohibited from trading or delisted from Nasdaq, investors might experience reduced liquidity, and the value of our common stock could be adversely affected.

The date of this prospectus is , 2026

- 5 -

TABLE OF CONTENTS

Item	Page No.	~~Page No.~~
prospectus SUMMARY		1
PROSPECTUS SUMMARY	9
RISK FACTORS	18	5
USE OF PROCEEDS	38	24
DETERMINATION OF OFFERING PRICE	38	24
SELLING Stockholder		24
SELLING STOCKHOLDER	38
PLAN OF DISTRIBUTION	40	25
DESCRIPTION OF SECURITIES	41	27
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	41	27
Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	42
BUSINESS	57	39
Management		58
MANAGEMENT	76
EXECUTIVE and Director COMPENSATION		66
EXECUTIVE AND DIRECTOR COMPENSATION	86
security ownership of certain beneficial owners and management		69
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	89
Related Party Transactions		71
RELATED PARTY TRANSACTIONS	91
INTERESTS OF NAMED EXPERTS AND COUNSEL	91	71
disclosure of commission position on indemnification for securities act liabilities		72
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	92
WHERE YOU CAN FIND MORE INFORMATION	92	72

-i 6 -

Table of Contents

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the Selling Stockholder, have authorized any other person to provide you with different or additional information. Neither we, nor the Selling Stockholder, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The Selling Stockholder is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

Except as otherwise set forth in this prospectus, neither we nor the Selling Stockholder have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

Our name, our logo and other trademarks or service marks of ours appearing in this prospectus are the property of FingerMotion, Inc. Trade names, trademarks, and service marks of other companies appearing in this prospectus are the property of their respective holders.

TERMS USED IN THIS PROSPECTUS

Unless the context otherwise requires, in this prospectus: (i) the terms “we”, “us”, “our”, “Company”, “FingerMotion” and “our business” refer to FingerMotion, Inc.; (ii) “SEC” refers to the Securities and Exchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus constitute “forward-looking statements.” ~~These~~that ~~statements~~involve ~~appear~~risks inand auncertainties. ~~number~~These ofstatements ~~places in~~reflect ~~this~~the ~~prospectus~~Company’s current expectations and ~~documents~~forecasts ~~included~~of orfuture ~~incorporated~~events. byAll ~~reference herein and include~~ statements ~~regarding~~in ~~FingerMotion’s~~this ~~intent, belief~~prospectus orother ~~current~~than ~~expectations,~~those ~~and that~~ of ~~FingerMotion’s~~current ~~officers~~or ~~and~~historical ~~directors.~~fact, ~~These~~are considered forward-looking ~~statements involve known~~. ~~and~~This ~~unknown~~includes ~~risks~~statements ~~and~~regarding ~~uncertainties~~the ~~that may cause FingerMotion~~Company’s ~~actual~~future ~~results~~financial position, ~~performance~~business orstrategy, ~~achievements~~new toproducts, bebudgets, ~~materially~~liquidity, ~~different~~cash ~~from~~flows, ~~any~~projected ~~future results~~costs, ~~performance~~regulatory orapprovals, ~~achievements~~the ~~expressed~~impact orof ~~implied~~applicable bylaws ~~such~~or ~~forward-looking statements. In certain cases~~regulations, ~~forward-looking~~ ~~statements~~and ~~can~~management’s beplans ~~identified~~and byobjectives for ~~the~~future ~~use~~operations. ofThe words ~~such as~~ “~~believe”~~anticipate,” “~~intend”~~believe,” “~~may”~~continue, ~~“will~~”, “should”,” “~~plans~~estimate,” “expect,” “~~anticipates”~~intend,” “~~believes”~~may,” “~~potential”~~plan, ~~“intends~~” “project,” “~~expects~~will,” and ~~other~~ similar expressions., ~~These statements~~ are ~~based~~intended ~~on FingerMotion’s current plans and are subject~~ to ~~risks~~identify ~~and uncertainties, and as such FingerMotion’s actual future activities and results of operations may be materially different from those set forth in the~~ forward-looking statements.

~~Any or~~The ~~all~~Company ofhas ~~the forward-looking statements in this prospectus may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. We have~~ based these forward-looking statements on ~~our~~its current expectations about future events. While wethe ~~believe~~Company believes these expectations are reasonable, such ~~forward-looking~~ statements are inherently subject to risks and uncertainties, many of which are beyond ~~our~~the Company’s control. ~~Our~~Actual ~~actual future~~ results may differ materially from those expressed ~~discussed~~ or implied in ~~our~~the forward-looking statements for ~~various~~a variety of reasons. Factors that could contribute to such differences include, but are not limited to:

● international, national and local general economic and market conditions including ~~impacts~~the ~~from~~effects ~~the~~of ~~ongoing~~geopolitical conflicts such as the war between Russia and Ukraine, tensions and conflicts in the Middle East and related sanctions and ~~other~~regulatory measures,; changes in the economic growth rates, ofcapital ~~investments~~availability or ~~economic~~investments ~~growth~~levels in ~~key~~the markets wein ~~serve,~~which orthe anCompany operates; and the escalation of trade tensions, sanctions, tariffs or other ~~trade~~restrictive ~~tensions~~measures, particularly between the U.S. and China, orwhich ~~other~~may ~~countries~~adversely affect our operations, ~~and~~cross-border ~~related~~transactions, ~~impacts~~supply onchains, ~~our~~business ~~businesses.~~relationships and overall financial performance; ● Changes in demographic ~~changes;~~trends ●and ~~natural~~consumer ~~phenomena~~behavior ~~(including~~affecting demand for the ~~current~~Company’s ~~COVID-19~~products ~~pandemic)~~and services;

-ii 7 -

~~Table~~● natural disasters, public health events, or other force majeure events that may disrupt the operations of ~~Contents~~the Company or its partners; ● the ability of the Company to manage and forecast growth, including scaling its operations and infrastructure; ● risks associated with managing the VIE Agreements; ● the ability of the Company to maintain required licenses, approvals, and relationships with telecommunications carriers, partners, and regulators in China; ● adverse publicity; ● competition and changes in the Chinese telecommunications market; ● variability in operating results, and limitations in forecasting operating performance; ● business disruptions due to system failures and/or cybersecurity breaches; ● changes in management decisions and strategic priorities in response to evolving market, regulatory or operational conditions, which may affect our business, financial condition and results of operations; ● the Company’s ability to manage risks relating to new prospective business initiatives; ● assumptions and estimates underlying the forward-looking statements that may prove to be inaccurate; ● the Company’s ability to raise sufficient funds to carry out the proposed business plan; ● changes in laws, regulations and actions by government authorities, including changes in government regulation; ● dependency on certain key personnel and the Company’s ability to retain and attract qualified personnel; ● the Company’s ability to control operating costs and expenses; ● the Company’s ability to manage growth and expansion effectively; and ● risks and uncertainties described discussed below in the section entitled “Risk Factors”.

●While ~~the~~management ~~ability~~has ofmade ~~the~~efforts ~~Company~~ to ~~sustain,~~identify key ~~manage~~factors orthat ~~forecast~~could ~~its~~cause ~~growth;~~actual ●results ~~the~~to ~~ability~~differ ofmaterially ~~the~~from ~~Company~~those topresented ~~manage~~in ~~its~~forward-looking ~~VIE~~statements, ~~contracts;~~there ●may ~~the~~be ~~ability~~additional factors ofthat ~~the~~could ~~Company~~lead to ~~maintain~~results ~~its~~differing ~~relationships~~from ~~and~~expectations, ~~licenses~~estimates, inor ~~China;~~intentions. ●Forward-looking ~~adverse~~statements ~~publicity;~~might ●not ~~competition~~prove ~~and~~to be ~~changes~~accurate, inas ~~the~~actual ~~Chinese~~results ~~telecommunications~~and ~~market;~~future ●events ~~fluctuations~~could ~~and~~differ ~~difficulty~~materially infrom ~~forecasting~~those ~~operating~~anticipated ~~results;~~in ●such ~~business~~forward-looking ~~disruptions~~statements. Accordingly, readers ~~such~~should asnot ~~technological~~place ~~failures~~undue ~~and/or~~reliance ~~cybersecurity~~on ~~breaches;~~forward-looking ●statements. ~~future~~All ~~decision~~forward-looking bystatements ~~management~~attributable ~~in response~~ to ~~changing~~the ~~conditions;~~Company ●or ~~our~~persons acting ~~ability~~on toits ~~execute~~behalf ~~prospective~~are ~~business~~expressly ~~plans;~~qualified, ~~● misjudgments~~ in ~~the~~their ~~course~~entirety ofby ~~preparing~~these ~~forward-looking~~cautionary statements;. ●The ~~our~~Company ~~ability~~does tonot ~~raise~~undertake ~~sufficient funds~~ to ~~carry~~update any ~~out~~forward-looking ~~our~~statements ~~proposed~~to ~~business~~reflect ~~plan;~~actual ●results, ~~actions~~changes byin ~~government~~assumptions ~~authorities,~~or ~~including~~ changes in ~~government~~other ~~regulation;~~factors ●affecting ~~dependency~~such onstatements, except ~~certain~~as, ~~key personnel~~ and ~~any~~to ~~inability~~the toextent ~~retain~~required ~~and~~by, ~~attract~~applicable ~~qualified~~securities ~~personnel;~~laws. ●Readers ~~inability~~should tocarefully ~~reduce~~review ~~and~~the ~~adequately~~cautionary ~~control~~statements ~~operating~~and ~~costs;~~risk factors ●contained ~~failure~~in tothis ~~manage~~prospectus, ~~future~~as ~~growth~~well ~~effectively;~~as ~~and~~in ●filings ~~and~~that the ~~other~~Company ~~factors~~may ~~discussed~~make ~~below~~from intime ~~the~~to ~~section~~time ~~entitled~~with ~~“Risk~~the ~~Factors” beginning on page 5~~SEC.

~~Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward~~-~~looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward~~ 8 -looking statements might not prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. We wish to advise you that these cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our company or persons acting on our company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws. You should carefully review the cautionary statements and risk factors contained in this prospectus and other documents that we may file from time to time with the SEC.

~~INTRODUCTORY COMMENTS~~PROSPECTUS SUMMARY

~~We are~~The afollowing ~~holding~~summary ~~company incorporated in Delaware and not a Chinese operating company. As a holding company~~highlights, ~~we conduct a significant part of our operations through our subsidiaries~~ and ~~through~~should ~~contractual arrangements with a variable interest entity (“VIE”) based~~be read in ~~the~~conjunction ~~People’s Republic of China (“PRC” or “China”). To address challenges resulting from laws~~with, ~~policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by~~ the ~~Chinese~~more ~~government,~~detailed ~~we use~~information ~~the~~contained ~~VIE~~elsewhere ~~structure to replicate foreign investment~~ in ~~Chinese-based~~this ~~companies~~prospectus. WeYou ~~own~~should ~~100%~~read ofcarefully the ~~equity~~entire ~~of a wholly foreign owned~~document, ~~enterprise~~including ~~(“WFOE”),~~our ~~which~~financial ~~has~~statements ~~entered~~and ~~into~~related ~~contractual~~notes, ~~arrangements~~to ~~with~~understand ~~the~~our ~~VIE (the “VIE Agreements)~~business, ~~which~~our isCommon ~~owned by~~Shares ~~Ms.~~and ~~Li Li~~ the ~~legal~~other ~~representative~~considerations ~~and~~that are ~~general~~important ~~manager,~~to ~~and~~your ~~also~~decision ~~the~~to ~~shareholder~~invest ofin ~~the~~our ~~VIE~~Common Shares. ~~For~~You ashould ~~description~~pay ofspecial ~~the~~attention ~~VIE~~to ~~structure and our contractual arrangements with~~ the ~~VIE, see~~ “~~Business~~Risk ~~– Corporate Information – VIE Agreements~~Factors”. ~~As a~~section ~~result~~commencing ofon ~~our~~page ~~use of the VIE structure, you may never directly hold equity interests in the VIE~~18.

-iii-

Table of Contents

Because we do not directly hold an equity interest in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the contractual arrangements among the WFOE, the VIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our common stock may depreciate significantly or become worthless. See “Risk Factors—Risks Related to the VIE Agreements” and “Risk Factors—Risks Related to Doing Business in China”.

We are subject to certain legal and operational risks associated with having a significant portion of our operations in China. Chinese laws and regulations governing our current business operations are sometimes vague and uncertain, and as a result, these risks could result in a material change in our operations, significant depreciation of the value of our common stock, or a complete hindrance of our ability to offer our securities to investors. Recently, the Chinese government adopted a series of regulatory actions and issued statements to regulate business operations in China, including those related to the use of variable interest entities, data security and anti-monopoly concerns. As of the date of this prospectus, our Company and subsidiaries and the VIE have not been involved in any investigations on cybersecurity review initiated by any Chinese regulatory authority, nor has any of them received any inquiry, notice or sanction. As of the date of this prospectus, no relevant laws or regulations in China explicitly require us to seek approval from the China Securities Regulatory Commission (the “CSRC”) for any securities listings. As of the date of this prospectus, our Company and subsidiaries and the VIE have not received any inquiry, notice, warning or sanctions from the CSRC or any other Chinese governmental authorities relating to securities listings. However, since these statements and regulatory actions are newly published, official guidance and related implementation rules have not been issued. It is highly uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. See “Risk Factors— Risks Related to Doing Business in China”.

As of the date of this prospectus, none of our subsidiaries or any of the consolidated VIE have made any dividends or distributions to our Company. Under Delaware law, a Delaware corporation’s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we will rely, in part, on payments made from the VIE to our WFOE in accordance with the VIE contractual arrangements and dividends and other distributions on equity from our WFOE to the Company. Our ability to settle amounts owed under the VIE Agreements is subject to certain restrictions and limitations. Under the VIE Agreements, the VIE are obligated to make payments to our WFOE, in cash or in kind, at the WFOE’s request. However, such payments are subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax. In addition, current Chinese regulations permit our WFOE to pay dividends to its shareholders only out of registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its stockholder are subject to a Chinese withholding tax of as much as 10%. The Chinese government also imposes controls on the conversion of Renminbi (“RMB”) into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through the current VIE Agreements, we may be unable to pay dividends on our common stock.

Transfer of Cash or Assets

Dividend Distributions

We have never declared or paid dividends or distributions on our common stock. We currently intend to retain all available funds and any future consolidated earnings to fund our operations and continue the development and growth of our business; therefore, we do not anticipate paying any cash dividends.

-iv-

Table of Contents

Under Delaware law, a Delaware corporation’s ability to pay cash dividends on its capital stock requires the corporation to have either net profits or positive net assets (total assets less total liabilities) over its capital. If we determine to pay dividends on any of our common stock in the future, as a holding company, we may rely on dividends and other distributions on equity from our WFOE for cash requirements, including the funds necessary to pay dividends and other cash contributions to our shareholders.

Our WFOE’s ability to distribute dividends is based upon its distributable earnings. Current Chinese regulations permit our WFOE to pay dividends to its shareholder only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations. If our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. In addition, any cash dividends or distributions of assets by our WFOE to its shareholder are subject to a Chinese withholding tax of as much as 10%.

The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. If we are unable to receive all of the revenues from our operations through the current VIE contractual arrangements, we may be unable to pay dividends on our common stock.

For us to pay dividends to our shareholders, we will rely on payments made from the VIE to our WFOE in accordance with the VIE contractual arrangements, and the distribution of payments from the WFOE to the Delaware holding company as dividends. Certain payments from the VIE to the WFOE pursuant to the VIE contractual arrangements are subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax.

Our Company’s Ability to Settle Amounts Owed under the VIE Agreements

Under the VIE Agreements, the VIE is obligated to make payments to our WFOE, in cash or in kind, at the WFOE’s request. We will be able to settle amounts owed under the VIE Agreements through dividends paid by our WFOE to our Company. Such ability may be restricted or limited as follows:

● First, any payments from the VIE to our WFOE is subject to Chinese taxes, including a 6% VAT and 25% enterprise income tax.

● Second, current Chinese regulations permit our WFOE to pay dividends to their shareholders only out of its registered capital amount, if any, as determined in accordance with Chinese accounting standards and regulations. In addition, if our WFOE incurs debt in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to the Delaware holding company.

● Third, the Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from profits, if any.

-v-

Table of Contents

prospectus SUMMARY

The following summary highlights, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus. You should read carefully the entire document, including our financial statements and related notes, to understand our business, our shares of common stock (“Common Shares”) and the other considerations that are important to your decision to invest in our Common Shares. You should pay special attention to the “Risk Factors” section on page 5.

All references to “$” or “dollars”, are expressed in United States dollars unless otherwise indicated.

The Company

Overview and Corporate Information

~~The~~We are a Delaware holding company. Headquartered in Singapore, the Company ~~was~~provides ~~initially~~technology-enabled ~~incorporated~~platforms asand ~~Property~~services ~~Management~~in ~~Corporation~~the People’s Republic of ~~America~~China on(“PRC” or ~~January~~“China”, 23and, ~~2014~~unless inthe context requires otherwise and solely for the ~~State~~purpose of ~~Delaware~~this prospectus, such as describing legal or tax matters, authorities, entities, or persons, excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan) and selected international markets. The Company’s offerings include mobile payment and recharge solutions, data analytics services, and platform-based digital applications and solutions.

OnThe Company operates through its subsidiaries ~~June~~and ~~21,~~contractual ~~2017,~~arrangements with affiliated entities in the ~~Company~~PRC, ~~amended~~including its ~~certificate~~variable ofinterest ~~incorporation~~entity to(“VIE”), ~~effect~~through which ait ~~1-for-4~~conducts ~~reverse~~a ~~stock~~substantial ~~split~~portion of its operations. These contractual arrangements are intended to provide the Company’s ~~outstanding~~with effective ~~common~~control ~~stock~~over, and the ability to ~~increase~~receive economic benefits from, the ~~authorized~~VIE. ~~shares~~Its ofbusiness ~~common~~model ~~stock~~focuses toon ~~200~~delivering transaction-based services,~~000~~ platform solutions,~~000~~ ~~shares~~ and data-driven applications to ~~change~~telecommunications ~~the~~carriers, ~~name~~enterprise ofcustomers, ~~the~~and ~~Company~~other ~~from~~commercial ~~“Property~~partners. ~~Management~~For ~~Corporation~~a description of ~~America”~~the tocontractual ~~“FingerMotion,~~arrangements ~~Inc.”~~and (the related risks, see “~~Corporate~~Risk ~~Actions”).~~Factors—Risks ~~The~~Related ~~Corporate~~to the VIE Agreements” ~~Actions~~on page 24 and ~~the~~“Risks ~~amended~~Related ~~certificate~~to ofDoing ~~incorporation~~Business ~~became~~in ~~effective~~China” on ~~June~~page ~~21, 2017~~26.

~~Our principal~~The ~~executive~~Company ~~offices~~organizes ~~are~~its ~~located~~operations atacross ~~1460~~four primary ~~Broadway,~~areas: ~~New~~(i) ~~York,~~telecommunications ~~New~~products ~~York~~and ~~10036~~services, (ii) marketplace platform and ~~our~~digital ~~telephone~~commerce ~~number~~infrastructure atsolutions, (iii) ~~that~~data ~~address~~and isanalytics platform solutions, and (~~347~~iv) ~~349-5339~~ advanced technology and platform solutions.

~~We are~~The aCompany’s ~~holding~~strategic ~~company~~focus ~~incorporated~~is into ~~Delaware~~continue operating and ~~not~~optimizing anits ~~operating~~telecommunications ~~company~~products ~~incorporated~~and inservices ~~the~~business ~~People’s~~while ~~Republic~~expanding ofits ~~China (the “PRC” or “China”). As a holding company~~higher-margin, wetechnology-driven ~~conduct a significant part of our operations through our subsidiaries~~platform ~~and~~offerings. ~~through~~These ~~the~~offerings ~~VIE~~include ~~Agreements with~~ the ~~VIE~~development ~~based~~and incommercialization ~~China.~~of Toits ~~address~~marketplace ~~challenges resulting from laws~~platforms, ~~policies~~data ~~and~~analytics ~~practices~~solutions ~~that may~~(including ~~disfavor~~applications ~~foreign-owned~~for ~~entities~~insurance ~~that~~and ~~operate~~financial ~~within industries deemed sensitive by the Chinese government~~services), weand ~~use~~critical ~~the~~infrastructure ~~VIE~~technology ~~structure to replicate foreign investment in the PRC-based companies~~platforms. WeThe ~~own~~Company ~~100%~~is ofalso ~~the~~focused ~~equity~~on ofenhancing its aunderlying ~~WFOE~~technology capabilities, ~~Shanghai~~including ~~JiuGe~~platform ~~Business Management Co.~~scalability, ~~Ltd.,~~ ~~which~~data ~~has entered into the VIE Agreements with the VIE~~processing, ~~which is owned by Ms. Li Li the legal representative~~ and ~~general~~system ~~manager~~integration, ~~and~~ ~~also~~to ~~the~~support ~~shareholder~~growth ofacross multiple ~~the~~industry ~~VIE~~verticals. AsThe atiming ~~result~~and ofextent ~~our use~~ of ~~the~~growth ~~VIE~~in ~~structure,~~these ~~you~~areas ~~may~~will ~~never~~depend ~~directly~~on ~~hold~~factors ~~equity~~such ~~interests~~as ~~the~~market ~~VIE.~~adoption, competitive ~~The~~conditions, ~~securities~~regulatory ~~offered~~developments, ~~pursuant~~and ~~to this prospectus are securities of~~ the Company,’s ~~the~~ability ~~Delaware~~to ~~holding~~execute ~~company,~~its ~~not~~platform ofdevelopment ~~the~~and ~~VIE~~commercialization strategies.

~~We fund~~Our ~~the~~principal ~~registered~~executive ~~capital~~offices ~~and operating expenses of the VIE by extending loans to the shareholders of the VIE. We believe that we~~ are ~~the~~ ~~primary~~located ~~beneficiary of the VIE because the VIE Agreements governing the relationship between the VIE and our WFOE, which include~~at a111 ~~consulting~~Somerset ~~services agreement~~Road, aLevel ~~loan~~3 ~~agreement,~~Singapore ~~a power of attorney agreement~~238164, ~~a call option agreement,~~ and aour ~~share~~telephone ~~pledge~~number ~~agreement, enable~~is ~~us to~~ (i347) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in and/or assets of the VIE to the extent permitted by Chinese laws349-5339.

~~We operate~~Our ~~the~~common ~~following~~stock ~~lines~~is ofregistered ~~business:~~under ~~(i)~~section ~~Telecommunications Products and Services;~~ 12(iib) ~~Value Added Product and Services; (iii) SMS~~ ~~and~~of ~~MMS~~the ~~Services;~~Exchange ~~(iv)~~Act. aOur ~~Rich~~common ~~Communication~~stock ~~Services~~is ~~(RCS)~~listed ~~platform;~~on ~~(v)~~the ~~Big~~Nasdaq ~~Data~~Capital ~~Insights;~~Market ~~and~~under ~~(vi)~~the asymbol ~~Video Game Division (inactive)~~“FNGR”.

Our common stock is registered under section 12(b) of the Exchange Act. Our common stock is listed on the NASDAQ Capital Market under the symbol “FNGR”.

-1-

Table of Contents

Our website address is www.fingermotion.com. Information contained on, or accessible through, our websites do not constitute a part of and is not incorporated into this prospectus, and the only information that you should rely on in making your decision whether to invest in our common stock is the information contained in this prospectus.

~~Risks Associated with Our Business~~- 9 -

The following diagram depicts our corporate structure:

The Company’s holding company structure presents unique risks as the Company’s investors may never directly hold equity interests in the Company’s subsidiaries or the VIE.

The Company relies on distributions and other payments from its subsidiaries and VIE to fund its operations. These payments are subject to PRC laws and regulations, including restrictions on dividends, foreign exchange controls, and other regulatory requirements.

The Company’s subsidiaries and VIE are subject to regulation by PRC authorities, including the China Securities Regulatory Commission (“CSRC”) and the Cyberspace Administration of China (“CAC”). As of the date of this prospectus, the Company is not required to obtain specific approvals from these authorities to operate its current business. However, under the CSRC’s Overseas Listing Trial Measures, the Company may be required to complete filing procedures for future overseas securities offerings.

- 10 -

The regulatory environment in China is evolving, and it remains uncertain how new or changing laws and regulations may impact the Company’s operations, its ability to accept foreign investment, or its ability to maintain a listing on a U.S. or other foreign exchange.

The Company’s operations in the PRC require specific licenses and permits. Its VIE and related operating entities hold value-added telecommunications business licenses issued by the MIIT. These licenses are necessary for providing mobile payment, recharge, and messaging services in China.

The Company conducts a substantial portion of its operations in China through VIE arrangements. These arrangements consist of a series of contractual agreements (the “VIE Agreements”) between the Company’s WFOE and the VIE, along with its shareholder, pursuant to which JiuGe Technology became the Company’s contractually controlled affiliate. The VIE Agreements include a consulting services agreement, a loan agreement, a power of attorney agreement, a call option agreement and a share pledge agreement in order to secure the connection and commitments of the VIE.

The purpose of these agreements is to give the Company effective control over the VIE and to enable it to receive the majority of the economic benefits from its operations. However, the Company lacks direct equity ownership in the VIE, which means these arrangements may not be as effective as direct ownership.

The enforceability of the VIE agreements under PRC law remains uncertain, and there is no guarantee that the Company will be able to maintain effective control over the VIE. Please see “Risk Factors—Risks Related to the VIE Agreements” on page 24.

Transfer of Cash or Assets

Dividend Distributions

In addition, dividends paid by the WFOE to the Company’s offshore holding entity are generally subject to PRC withholding tax of up to 10% and are subject to review by banks designated by the State Administration of Foreign Exchange (“SAFE”). PRC regulations also impose controls on the conversion of RMB into foreign currencies and the remittance of funds out of China, which may delay or restrict the Company’s ability to receive dividends.

- 11 -

Our Company’s Ability to Settle Amounts Owed under the VIE Agreements

	●	Taxes: Payments from the VIE to the WFOE are subject to PRC taxes, including VAT of 6% and enterprise income tax of 25%.

	●	Dividend restrictions: PRC regulations generally permit the WFOE to pay dividends to the Company, out of its accumulated after-tax profits determined in accordance with PRC accounting standards. In addition, if the WFOE incurs debt in the future, the governing instruments may restrict its ability to pay dividends or make other distribution to the Company.

	●	Foreign exchange controls: PRC regulations impose restrictions on the conversion of RMB into foreign currencies and the remittance of funds out of China, which may delay or limit the Company’s ability to receive dividends.

The VIE may transfer cash to the WFOE by paying service fees pursuant to the applicable consulting services agreement.

Effect of Holding Foreign Companies Accountable Act and Related SEC Rules

Summary of Risk Factors

Our business and our ability to implement our business strategy are subject to a number of risks of which you should be aware before making an investment decision. These risks are discussed more fully in the section of this prospectus captioned “Risk Factors.” You should read these risks before you invest in our common stock. These risks include the following, among others:

~~● We have a limited operating history and, as a result, our past results may not be indicative of future operating performance;~~- 12 -

●Risks WeAssociated ~~have~~with aOur ~~history of net losses and we may not be able to achieve or maintain profitability in the future;~~Business

●· IfWe wehave ~~fail~~a tolimited ~~effectively~~operating ~~manage~~history ~~our growth~~and, ~~our~~as ~~business~~a result, ~~financial~~our ~~condition~~past ~~and~~ results ofmay ~~operations~~not ~~could~~ be ~~adversely~~indicative ~~affected;~~of future operating performance.

●· ~~The~~We ~~impact~~have ofa ~~the~~history ~~novel~~of ~~coronavirus~~net ~~(COVID-19) pandemic on the global economy~~losses, ~~our operations~~ and ~~consumer~~we ~~demand~~may ~~for~~not ~~consumer~~be ~~goods~~able ~~and~~to ~~services~~achieve ~~remains~~or ~~uncertain,~~maintain ~~which~~profitability ~~could~~in ~~have a material adverse impact on our business, results of operations and financial condition and on~~ the ~~market price of our common shares;~~future.

●· ~~Our~~If ~~concentration~~we offail ~~earnings~~to ~~from~~effectively ~~two~~manage ~~telecommunications~~our ~~companies~~growth, ~~may have a material adverse affect on~~ our business, financial condition and results of operations; could be adversely affected.

●· ~~Any~~We ~~actual~~depend oron ~~perceived~~our ~~security~~key orpersonnel ~~privacy~~and ~~breach~~other ~~could~~highly ~~interrupt~~skilled ~~our operations~~personnel, ~~harm~~and ~~our~~if ~~brand~~we ~~and~~fail ~~adversely~~to ~~affect~~attract, retain, motivate or integrate our ~~reputation~~personnel, ~~brand,~~our business, financial condition and results of operations; could be adversely affected.

●· ~~Systems~~Our ~~failures~~concentration ~~and~~of ~~resulting~~earnings ~~interruptions~~from intwo ~~the~~telecommunications ~~availability~~companies ofmay ~~our~~have ~~platform~~a ormaterial ~~offerings~~adverse ~~could adversely~~ affect on our ~~business,~~ financial condition and results of operations;.

Any actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.

Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.

The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.

We may be subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations.

We may require additional funding to support 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.

Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.

Risks Related to Our Securities

●· Our stock has limited liquidity;.

●· We do not intend to pay dividends for the foreseeable future;.

●· ~~Our~~If ~~shares~~securities ofor ~~common~~industry ~~stock~~analysts ~~have~~do ~~been~~not ~~thinly~~publish ~~traded,~~research ~~and~~or ~~you~~publish ~~may~~inaccurate ~~be unable to sell at~~ or ~~near~~unfavorable ~~ask~~research ~~prices~~about orour atbusiness, ~~all~~the ifmarket ~~you~~price ~~need~~and totrading ~~sell~~volume ~~your shares~~ of our common stock tocould ~~raise money or otherwise desire to liquidate your shares;~~decline.

The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our Common Shares.

- 13 -

Risks Related to the VIE Agreements

●· The PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations;.

●· AsOur ~~the~~ability ~~VIE Agreements are governed by PRC law, we would be required~~ to ~~rely~~manage onand ~~PRC~~operate ~~law~~JiuGe toTechnology ~~enforce our rights and remedies~~ under ~~them;~~the ~~PRC~~VIE ~~law~~Agreements may not ~~provide~~be usas ~~with~~effective ~~the same rights and remedies~~ as ~~are~~direct ~~available in contractual disputes governed by the law of other jurisdictions;~~ownership.

●· The ~~payment~~VIE ~~arrangement~~Agreements ~~under~~have never been challenged or recognized by any court in the PRC, and the PRC government may determine that the VIE Agreements ~~may~~are benot ~~challenged~~in bycompliance ~~the~~with applicable PRC ~~tax~~laws, ~~authorities;~~rules and regulations.

~~-2-~~· The payment arrangement under the VIE Agreements may be challenged by the PRC tax authorities.

~~Table~~· Shareholders of ~~Contents~~JiuGe Technology have potential conflicts of interest with our Company which may adversely affect our business.

We rely on the approval certificates and business license held by JiuGe Management and any deterioration of the relationship between JiuGe Management and JiuGe Technology could materially and adversely affect our business operations.

If JiuGe Management exercises the purchase option it holds over JiuGe Technology’s share capital pursuant to the VIE Agreements, the payment of the purchase price could materially and adversely affect our financial position.

Risks Related to Doing Business in China

●· Changes in China’s political or economic situation could harm us and our operating results; (see page 26).

●· Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us; (see page 26).

●· The current tensions in international trade and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations; (see page 27).

●· You may have difficulty enforcing judgments against us; (see page 27).

●· The PRC government exerts substantial influence over the manner in which we must conduct our business activities; (see page 27).

●· ~~Capital~~The ~~outflow~~PRC ~~policies~~government inmay ~~the~~exert ~~PRC~~more ~~may~~oversight ~~hamper~~and ~~our~~control ~~ability~~over toofferings ~~remit~~that ~~income~~are toconducted ~~the~~overseas ~~United~~and/or ~~States;~~foreign investment in China-based issuers (see page 28).

●· ~~Adverse~~Future ~~regulatory~~inflation ~~developments~~ in China may ~~subject~~inhibit usour toability ~~additional regulatory review, and additional disclosure requirements and regulatory scrutiny~~ to beconduct ~~adopted~~business ~~by the SEC~~ in ~~response to risks related to recent regulatory developments in~~ China ~~may~~(see ~~impose~~page ~~additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements;~~28).

●· ~~Compliance~~Capital ~~with~~outflow ~~China’s~~policies ~~new~~in ~~Data~~the ~~Security~~PRC ~~Law,~~may ~~Measures~~hamper onour ~~Cybersecurity~~ability ~~Review~~to ~~(revised~~remit ~~draft~~income ~~for public consultation), Personal Information Protection Law (second draft for consultation), regulations and guidelines relating~~ to the ~~multi-level~~United ~~protection~~States ~~scheme~~(see ~~and~~page ~~any other future laws and regulations may entail significant expenses and could materially affect our business;~~29).

●· ~~Restrictions~~Adverse ~~under~~regulatory ~~PRC~~developments ~~law~~in onChina ~~our~~may ~~PRC~~subject ~~subsidiary’s~~us ~~ability~~ to ~~make~~additional ~~dividends~~regulatory review, and ~~other~~additional ~~distributions~~disclosure ~~could~~requirements ~~materially~~ and ~~adversely~~regulatory ~~affect~~scrutiny ~~our~~to ~~ability~~be adopted by the SEC in response to ~~grow,~~risks ~~make~~related ~~investments~~to orrecent ~~acquisitions~~regulatory ~~that~~developments ~~could~~in ~~benefit~~China ~~our~~may ~~business~~impose additional compliance requirements for companies like us with significant China-based operations, ~~pay~~all ~~dividends~~of towhich could increase our ~~shareholders~~compliance costs, ~~and~~subject ~~otherwise~~us ~~fund~~to ~~and~~additional ~~conduct~~disclosure ~~our~~requirements ~~businesses;~~(see page 29).

● PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business;- 14 -

●· ~~Failure~~Compliance ~~to comply~~ with ~~PRC~~China’s ~~regulations~~new ~~relating~~Data toSecurity ~~the~~Law, ~~establishment~~Measures ofon ~~offshore~~Cybersecurity ~~special~~Review ~~purpose~~(revised ~~companies~~draft byfor ~~PRC~~public ~~residents~~consultation), ~~may~~Personal ~~subject~~Information ~~our~~Protection ~~PRC~~Law ~~resident~~(second ~~shareholders~~draft tofor ~~personal liability~~consultation), ~~limit~~regulations ~~our~~and ~~ability~~guidelines torelating ~~acquire PRC companies or~~ to ~~inject~~the ~~capital~~multi-level ~~into~~protection ~~our PRC subsidiary or affiliate~~scheme, ~~limit~~and ~~our~~any ~~PRC~~other ~~subsidiary’s~~future laws and ~~affiliate’s~~regulations ~~ability~~may toentail ~~distribute~~significant ~~profits~~expenses toand uscould ormaterially ~~otherwise~~affect ~~materially~~our ~~adversely~~business ~~affect~~(see ~~us;~~page 29).

●· ~~Under~~Restrictions ~~the~~on ~~New~~currency ~~EIT~~exchange ~~Law, we~~ may belimit ~~classified~~our asability ato ~~“resident~~receive ~~enterprise”~~and ofuse ~~China.~~our ~~Such~~revenues ~~classification~~effectively ~~will~~(see ~~likely~~page ~~result in unfavorable tax consequences to us and our non-PRC shareholders;~~30).

●· ~~The~~Fluctuations ~~audit report included~~ in ~~our~~exchange ~~Annual~~rates ~~Report~~could isadversely ~~prepared~~affect byour anbusiness ~~auditor who is not inspected by the Public Company Accounting Oversight Board~~ and ~~as such, our investors are deprived of~~ the ~~benefits~~value of ~~such~~our ~~inspection.~~securities We(see ~~could~~page ~~be delisted if we are unable to timely meet the PCAOB inspection requirements established by the Holding Foreign Companies Accountable Act;~~31).

~~-3-~~· Restrictions under PRC law on our PRC subsidiary’s ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to our shareholders, and otherwise fund and conduct our businesses (see page 31).

~~Table~~· PRC regulation of ~~Contents~~loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business (see page 31).

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary or affiliate, limit our PRC subsidiary’s and affiliate’s ability to distribute profits to us or otherwise materially adversely affect us (see page 32).

We may be subject to fines and legal sanctions by SAFE or other PRC government authorities if we or our employees who are PRC citizens fail to comply with PRC regulations relating to employee stock options granted by offshore listed companies to PRC citizens (see page 33).

Under the New Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders (see page 33).

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business (see page 34).

Because our business is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with U.S. securities laws (see page 34).

The disclosures in our reports and other filings with the SEC and our other public announcements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in the PRC, where substantially all of our operations and business is located, has conducted any due diligence on our operations or reviewed or cleared any of our disclosure (see page 34).

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 (see page 35).

As substantially all of our operations are conducted through the VIE in China, our ability to pay dividends is primarily dependent on receiving distributions of funds from the VIE. However, the PRC government might exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, which would likely result in a material change in our operations, even significantly limit or completely hinder our ability to offer or continue to offer securities or dividends to investors, and the value of our common stock may depreciate significantly or become worthless (see page 36).

- 15 -

Risks Related to the Note and the Offering

A substantial number of shares of our common stock may be issued pursuant to the terms of the Note, which could cause the price of our common stock to decline, as well as cause a greater dilution to our existing stockholders.

Sales of substantial amounts of our common stock by the Selling Stockholder, or the perception that these sales could occur, could adversely affect the price of our common stock.

The requirement that we repay the Note and interest thereon in cash under certain circumstances, and the restrictive covenants contained in the Note, could adversely affect our business plan, liquidity, financial condition, and results of operations.

The Note Private Placement

On May 13, 2026 (the “Closing Date”), we entered into a securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholder, pursuant to which we issued to the Selling Stockholder 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 discounted principal amount to be released to the Company upon the SEC declaring effective a registration statement covering the resale of a number of shares of common stock equal to 200% of the maximum number of shares of the Company’s common stock issuable upon conversion of the Note (such shares issuable upon conversion, the “Conversion Shares”, and constituting the “Registrable Securities” under the Registration Rights Agreement, which is filed as an exhibit hereto).

The Note is convertible, at any time at the Selling Stockholder’s option, into 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 Selling Stockholder 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 Company’s 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 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 Selling Stockholder 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 Selling Stockholder’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 Selling Stockholder 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 Selling Stockholder 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.

- 16 -

The Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Selling Stockholder, and customary indemnification rights and obligations of the parties. The Company has agreed to seek stockholder approval if the issuance of Conversion Shares would exceed 19.99% of the outstanding shares of the Company’s common stock as of the date of the 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 Purchase Agreement, the Company entered into a registration rights agreement with the Selling Stockholder. The Company also entered into a security agreement with the Selling Stockholder (the “Security Agreement”), pursuant to which the Company granted to the Selling Stockholder, 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.

The Offering

On August 9, 2022, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP, a Delaware Limited partnership (“Lind Global”), pursuant to which we issued to Lind Global a secured, two-year, interest free convertible promissory note in the principal amount of $4,800,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 3,478,261 shares of our common stock, or a purchase price of $4,000,000. The proceeds from the sale of the Note and Warrant are for general working capital purposes.

Common Stock Offered by the Selling Securityholder	Up to an aggregate of 16,531,931 shares of common stock issuable upon conversion of the Note

Common Stock Outstanding Before the Offering	61,281,308 shares of common stock as of June 10, 2025.

Use of Proceeds	We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholder. The Note bears an original principal amount of $5,000,000 with an original issue discount of $700,000. At closing of the Note, the Company received $3,300,000, with the remaining $1,000,000 of the $4,300,000 aggregate discounted principal amount to be released to the Company upon the SEC declaring effective the registration statement of which this prospectus forms a part.

Risk Factors	You should carefully read the section titled “Risk Factors” beginning on page 18 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

Nasdaq Symbol for Our Common Stock	FNGR

Commencing 180 days after the issuance of the Note, the Company shall pay the outstanding principal amount of the Note in eighteen (18) consecutive monthly payments of $266,667 each. At the option of the Company, the monthly payment can be made in cash, shares of the common stock of the Company (the “Repayment Shares”) at a price based on 90% of the average five (5) lowest daily VWAPs during the twenty (20) days prior to the payment date subject to a floor price of $0.86 per share (the “Floor Price”), or a combination of cash and Repayment Shares, provided that if at the time the Repayment Share Price is deemed to be the Floor Price, then in addition, to the Repayment Shares, the Company will pay the Investor an additional amount of cash as determined pursuant to a formula contained in the Note. In order for the Company to issue any Repayment Shares, the Repayment Shares must either be eligible for immediate resale under Rule 144 or be registered under the Securities Act. Any portion of a monthly payment being made in cash shall include a premium of three percent (3%) of such cash amount.- 17 -

The Note is convertible into shares of our common stock at any time after the earlier of six (6) months from issuance or the date this Registration Statement is effective, provided that no such conversion may be made that would result in beneficial ownership by Lind Global and its affiliates of more than 4.99% of our outstanding shares of common stock. The conversion price of the Note is equal to $2.00, subject to customary adjustments, however, if new securities, other than exempted securities, are issued by us at a price less than the conversion price, the conversion price shall be reduced to such price.

The Warrant entitles Lind Global to purchase up to 3,478,261 shares of our common stock until August 9, 2027, at an exercise price of $1.75 per share, subject to customary adjustments described therein. In addition, the exercise price is subject to adjustment in the event of the issuance of new securities, other than exempted securities, at an effective price less than the exercise price, then the exercise price shall be reduced to an exercise price equal to the lesser of (i) the consideration per share deemed to have been paid for such new securities, and (ii) the average of the VWAP of the shares of our common stock over the five (5) trading days immediately following such issuance, subject to compliance with the requirements of the trading market. Upon effectiveness of this Registration Statement the amount of shares of our common stock into which the Warrant is then exercisable shall be reduced by 50%.

The Purchase Agreement contains a restriction whereby there cannot, under any circumstances, be more than 8,561,451 shares of our common stock issued under the Note and the Warrant combined without first receiving shareholder approval to issue more than 8,561,451 shares of common stock of the Company thereunder.

-4-

Table of Contents

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below may not be all of the risks facing our company. Additional risks not presently known to us or that we currently consider immaterial may also impair our business operations. You could lose all or part of your investment due to any of these risks.

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, which makes it difficult to forecast our future results. You should not rely on our past results of operations as indicators of future performance. You should consider and evaluate our prospects in light of the risks and uncertainty frequently encountered by companies like ours.

If we fail to address the risks and difficulties that we face, including those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in an evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

We have a history of net losses, and we may not be able to achieve or maintain profitability in the future.

For all annual periods of our operating history , we have experienced net losses. We generated a net ~~loss of approximately $1.44 million during the three-month period ended May 31, 2022 and net~~ losses of approximately $47.90 million, $45.31 million and $3.08 million for the years ended February 28, ~~2022,~~2026 ~~2021~~ and ~~2020~~2025, ~~respectively.~~and AtFebruary ~~May~~29, 312024, ~~2022~~respectively. ~~and~~As of February 28, ~~2022~~2026, we had an accumulated deficit of ~~approximately~~ $1841.62 million ~~and $17~~.~~1 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, our business, financial condition and results of operations could be adversely affected.

We are currently experiencing growth in our business. This expansion increases the complexity of our business and has placed, and will continue to place, strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Our ability to manage our growth effectively and to integrate new employees, technologies and acquisitions into our existing business will require us to continue to expand our operational and financial infrastructure and to continue to retain, attract, train, motivate and manage employees. Continued growth could strain our ability to develop and improve our operational, financial and management controls, enhance our reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain user satisfaction. Additionally, if we do not effectively manage the growth of our business and operations, the quality of our offerings could suffer, which could negatively affect our reputation and brand, business, financial condition and results of operations.

-5 18 -

Table of Contents

The impact of the novel coronavirus (COVID-19) pandemic on the global economy, our operations and consumer demand for consumer goods and services remains uncertain, which could have a material adverse impact on our business, results of operations and financial condition and on the market price of our common shares.

In December 2019, a strain of novel coronavirus (now commonly known as COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread rapidly throughout many countries, and, on March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic. In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, Canada and China, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. Although our operating subsidiaries and contractually controlled entity report that is operation have not been materially affected at this point, significant uncertainty remains as to the potential impact of the COVID-19 pandemic on our operations and on the global economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. The COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in recent weeks. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, on the market price of our common shares, and on consumer demand for consumer services, including those offered by our Company.

We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and results of operations could be adversely affected.

Our success depends in part on the continued service of our founders, senior management team, key technical employees and other highly skilled personnel and on our ability to identify, hire, develop, motivate, retain and integrate highly qualified personnel for all areas of our organization. We may not be successful in attracting and retaining qualified personnel to fulfill our current or future needs. Our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, particularly in critical areas of our business, we may not achieve our strategic goals.

Our concentration of earnings from two telecommunications companies may have a material adverse ~~affect~~effect on our financial condition and results of operations.

We currently derive a substantial amount of our total revenue through contracts secured with China Unicom and China Mobile. If we were to lose the business of one or both of these mobile telecommunications companies, if either were to fail to fulfill its obligations to us, if either were to experience difficulty in paying rebates to us on a timely basis, if either negotiated lower pricing terms, or if either increased the number of licensed payment portals it permits to process its payments, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows. Additionally, we cannot guarantee that the volume of revenue we earn from China Unicom and China Mobile will remain consistent going forward. Any substantial change in our relationships with either China Unicom or China Mobile, or both, whether due to actions by our competitors, regulatory authorities, industry factors or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

Any actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.

Our business involves the processing and transmission of our users’ personal and other sensitive data. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. Unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing names, passwords, payment information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce our employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

-6-

Table of Contents

Although we have developed systems and processes that are designed to protect our users’ data, prevent data loss and prevent other security breaches, these security measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches; also, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident.

Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in significant legal, regulatory and financial exposure and lead to loss of confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations. Any breach of privacy or security impacting any entities with which we share or disclose data (including, for example, our third-party providers) could have similar effects.

- 19 -

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention. We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition and results of operations.

Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. Some of our systems are not fully redundant and our disaster recovery planning may not be sufficient for all eventualities. Our business interruption insurance may not be sufficient to cover all of our losses that may result from interruptions in our service as a result of systems failures and similar events.

We have not experienced any system failures or other events or conditions that have interrupted the availability or reduced or affected the speed or functionality of our offerings. These events, were they to occur in the future, could adversely affect our business, reputation, results of operations and financial condition.

The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.

Our business depends on the performance and reliability of Internet, mobile and other infrastructures that are not under our control. Disruptions in Internet infrastructure or the failure of telecommunications network operators to provide us with the bandwidth we need to provide our services and offerings could interfere with the speed and availability of our platform. If our platform is unavailable when platform users attempt to access it, or if our platform does not load as quickly as platform users expect, platform users may not return to our platform as often in the future, or at all, and may use our competitors’ products or offerings more often. In addition, we have no control over the costs of the services provided by national telecommunications operators. If mobile Internet access fees or other charges to Internet users increase, consumer traffic may decrease, which may in turn cause our revenue to significantly decrease.

-7-

Table of Contents

Our business depends on the efficient and uninterrupted operation of mobile communications systems. The occurrence of an unanticipated problem, such as a power outage, telecommunications delay or failure, security breach or computer virus could result in delays or interruptions to our services, offerings and platform, as well as business interruptions for us and platform users. Furthermore, foreign governments may leverage their ability to shut down directed services, and local governments may shut down our platform at the routing level. Any of these events could damage our reputation, significantly disrupt our operations, and subject us to liability, which could adversely affect our business, financial condition and operating results. We have invested significant resources to develop new products to mitigate the impact of potential interruptions to mobile communications systems, which can be used by consumers in territories where mobile communications systems are less efficient. However, these products may ultimately be unsuccessful.

We may be subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations.

We may be subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to our products or our acquisitions, securities issuances or business practices. The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

~~We may require additional funding to support our business.~~- 20 -

To grow our business, FingerMotion currently looks to take advantage of the immense growth in the telecommunication industry in China. The combined business revenue in the telecom sector rose 8% year on year to about USD232.43 billion in 2021, with the growth rate up 4.1 percentage point from 2020. (source: https://english.news.cn/20220201/da5fa2c2aa614d948e960e7776f84c76/c.html). 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~~may ~~likely~~require ~~need to raise~~ additional ~~capital~~funding to ~~materially increase the amounts of these deposits. If we raise~~support ~~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~~business, and ~~our~~any ~~existing~~failure ~~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~~such ~~capital and to pursue business opportunities. We cannot be certain that additional~~ funding ~~will~~or ~~be available~~ to uscomply onwith ~~favorable~~the terms, orof atany ~~all.~~financing If we ~~are unable to~~ obtain ~~adequate~~could ~~funding~~materially ~~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~~adversely ~~limited,~~affect ~~and~~ our business, financial condition and results of operations ~~could be adversely affected~~.

To grow our business, FingerMotion currently looks to take advantage of the immense growth in the total variety of mobile services provided in China. 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. 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.

Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.

Companies in the Internet and technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased or otherwise obtained. As we gain a public profile and the number of competitors in our market increases, the possibility of intellectual property rights claims against us grows. From time to time, third parties may assert claims of infringement of intellectual property rights against us. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights. Any claim of infringement by a third party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, financial condition and results of operations.

-8-

Table of Contents

With respect to any intellectual property rights claim, we may have to seek out a license to continue operations found to be in violation of such rights, which may not be available on favorable or commercially reasonable terms and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our affected offerings), effort and expense and may ultimately not be successful. Any of these events could adversely affect our business, financial condition and results of operations.

- 21 -

Geopolitical tensions between the United States and China could adversely affect our operations and business environment.

Although our services are not directly affected by tariffs, ongoing political and trade tensions between the United States and China could lead to new regulations or restrictions that may impact our operations. These may include changes in laws, data rules, or cross-border business policies that we cannot predict at this time. Any unexpected government action could affect how we operate or grow our business in the future.

Risks Related to Our Securities

Our stock has limited liquidity.

Our common stock began trading on the Nasdaq Capital Market on December 28, 2021, and before that it traded on the OTCQX operated by OTC Markets Group Inc. Trading volume in our shares may be sporadic and the price could experience volatility. If adverse market conditions exist, you may have difficulty selling your shares.

The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

	●	actual or anticipated fluctuations in our operating results;

	●	changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

	●	changes in market valuations of other companies, particularly those that market services such as ours;

	●	announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

	●	introduction of product enhancements that reduce the need for our products;

	●	departure of key personnel; and

	●	changes in overall global market sentiments and economy trends

We do not intend to pay cash dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

-9-

Table of Contents

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price and trading volume of our common stock could decline.

The trading market for our common stock may depend in part on the research and reports that securities or industry analysts publish about us, our business, our market or our competition. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If one or more of the analysts who cover us downgrade our common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the price and trading volume of our common stock to decline.

~~The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our common shares.~~- 22 -

Our Certificate of Incorporation, as amended, authorize the issuance of up to 200,000,000 shares of common stock and up to 1,000,000 shares of preferred stock. Our Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and designate the rights of the preferred shares, which may include voting, dividend, distribution or other rights that are preferential to those held by the common stockholders. The ~~issuance of any such common or preferred shares may result in a reduction~~ ofcontinued ~~the~~sale ~~book value or market price~~ of our ~~outstanding common shares. To grow our business substantially, we will likely have to issue additional~~ equity securities ~~to obtain working capital to deposit with the telecommunications companies for which we process mobile recharge payments. Our efforts to fund our intended business plans~~ will ~~therefore~~dilute ~~result in dilution to our existing stockholders. If we do issue any such additional common shares, such issuance also will cause a reduction in~~ the ~~proportionate~~ ownership ~~and~~percentage ~~voting power~~ of ~~all~~our ~~other stockholders.~~existing Asshareholders ~~a result of such dilution, if you acquire common shares your proportionate ownership interest~~ and ~~voting~~may ~~power~~decrease ~~could be decreased. Furthermore, any such issuances could result in a change of control or a reduction in~~ the market price for our ~~common~~Common ~~shares~~Shares.

Our Certificate of Incorporation, as amended, authorize the issuance of up to 200,000,000 Common Shares and up to 1,000,000 shares of preferred stock (“Preferred Shares”). Our Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and designate the rights of the preferred shares, which may include voting, dividend, distribution or other rights that are preferential to those held by the common stockholders. The issuance of any such common or preferred shares may result in a reduction of the book value or market price of our outstanding common shares. To grow our business substantially, we will likely have to issue additional equity securities to obtain working capital to deposit with the telecommunications companies for which we process mobile recharge payments. Our efforts to fund our intended business plans will therefore result in dilution to our existing stockholders. If we do issue any such additional common shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, if you acquire common shares your proportionate ownership interest and voting power could be decreased. Furthermore, any such issuances could result in a change of control or a reduction in the market price for our common shares.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “SOX”). The ~~Sarbanes-Oxley Act~~SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely adversely affect the market price of our common stock.

-10-

Table of Contents

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock, which could depress the price of our shares of common stock.

FINRA rules require broker-dealers to have reasonable grounds for believing that the investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, if our shares of common stock become speculative low-priced securities, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.

- 23 -

Our shares of common stock have been thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares of common stock to raise money or otherwise desire to liquidate your shares.

Until December 28, 2021, our shares of common stock were quoted on the OTCQB/QX where they were “thinly- traded”, meaning that the number of persons interested in purchasing our shares of common stock at or near bid prices at any given time was relatively small or non-existent. Since we listed on ~~the~~ Nasdaq ~~Capital Market~~ on December 28, 2021, the volume of our shares of common stock traded has increased, but that volume could decrease until we are thinly- traded again. That could occur due to a number of factors, including that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our shares of common stock may not develop or be sustained.

Risks Related to the VIE Agreements

The PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations.

JiuGe Management, our WFOE, manages and operates the mobile data business through JiuGe Technology, the VIE, pursuant to the rights its holds under the VIE Agreements. Almost all economic benefits and risks arising from JiuGe Technology’s operations are transferred to JiuGe Management under these agreements.

There are risks involved with the operation of our business in reliance on the VIE Agreements, including the risk that the VIE Agreements may be determined by PRC regulators or courts to be unenforceable. Our PRC counsel has ~~provided~~advised aus ~~legal opinion~~ that the VIE Agreements are binding and enforceable under PRC law, but has further advised that if the VIE Agreements were for any reason determined to be in breach of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such breach, including:

	●	imposing economic penalties;

	●	discontinuing or restricting the operations of JiuGe Technology or JiuGe Management;

	●	imposing conditions or requirements in respect of the VIE Agreements with which JiuGe Technology or JiuGe Management may not be able to comply;

	●	requiring our company to restructure the relevant ownership structure or operations;

	●	taking other regulatory or enforcement actions that could adversely affect our company’s business; and

	●	revoking the business licenses and/or the licenses or certificates of JiuGe Management, and/or voiding the VIE Agreements.

~~-11-~~Any of these actions could adversely affect our ability to manage, operate and gain the financial benefits of JiuGe Technology, which would have a material adverse impact on our business, financial condition and results of operations. Furthermore, if the PRC government determines that the contractual arrangements constituting part of our VIE structure do not comply with PRC regulations, or if regulations change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of our VIE, and our Common Shares may decline in value or become worthless.

~~Table of Contents~~- 24 -

Any of these actions could adversely affect our ability to manage, operate and gain the financial benefits of JiuGe Technology, which would have a material adverse impact on our business, financial condition and results of operations.

Our ability to manage and operate JiuGe Technology under the VIE Agreements may not be as effective as direct ownership.

We conduct our mobile data business in the PRC and generate virtually all of our revenues through the VIE Agreements. Our plans for future growth are based substantially on growing the operations of JiuGe Technology. However, the VIE Agreements may not be as effective in providing us with control over JiuGe Technology as direct ownership. Under the current VIE arrangements, as a legal matter, if JiuGe Technology fails to perform its obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such arrangements, and (ii) rely on legal remedies under PRC law, which we cannot be sure would be effective. Therefore, if we are unable to effectively control JiuGe Technology, it may have an adverse effect on our ability to achieve our business objectives and grow our revenues.

~~As the~~The VIE Agreements ~~are~~have ~~governed~~never bybeen ~~PRC~~challenged or ~~law,~~recognized wein ~~would~~court bein ~~required~~the ~~to rely on~~ PRC, ~~law~~the ~~to enforce our rights and remedies under them;~~ PRC ~~law~~ government may ~~not~~determine ~~provide~~that ~~us with~~ the ~~same~~VIE ~~rights~~Agreements ~~and remedies as~~ are ~~available~~not in ~~contractual~~compliance ~~disputes~~with ~~governed~~applicable byPRC laws, ~~the~~rules ~~law~~and ~~of other jurisdictions~~regulations.

The VIE Agreements are governed by the PRC law and provide for the resolution of disputes through arbitral proceedings pursuant to PRC law. If JiuGe Technology or its shareholders fail to perform the obligations under the VIE Agreements, we would be required to resort to legal remedies available under PRC law, including seeking specific performance or injunctive relief, or claiming damages. We cannot be sure that such remedies would provide us with effective means of causing JiuGe Technology to meet its obligations or recovering any losses or damages as a result of non-performance. Further, the legal environment in China is not as developed as in the United States and certain other jurisdictions. Uncertainties in the application of various laws, rules, regulations or policies in PRC legal system could limit our liability to enforce the VIE Agreements and protect our interests.

The payment arrangement under the VIE Agreements may be challenged by the PRC tax authorities.

We generate our revenues through the payments we receive pursuant to the VIE Agreements. We could face adverse tax consequences if the PRC tax authorities determine that the VIE Agreements were not entered into based on arm’s length negotiations. For example, PRC tax authorities may adjust our income and expenses for PRC tax purposes which could result in our being subject to higher tax liability or cause other adverse financial consequences.

Shareholders of JiuGe Technology have potential conflicts of interest with our ~~company~~Company which may adversely affect our business.

Li Li is the legal representative and general manager, and also a shareholder of JiuGe Technology. There could be conflicts that arise from time to time between our interests and the interests of Ms. Li. There could also be conflicts that arise between us and JiuGe Technology that would require our shareholders and JiuGe Technology’s ~~shareholders~~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. If Ms. Li fails to act in our best interests, our operating performance and future growth could be adversely affected.

We operate our mobile data business in China on the basis of the approval certificates, business license and other requisite licenses held by JiuGe Management and JiuGe Technology. There is no assurance that JiuGe Management and JiuGe Technology will be able to renew their licenses or certificates when their terms expire with substantially similar terms as the ones they currently hold.

-12-

Table of Contents

Further, our relationship with JiuGe Technology is governed by the VIE Agreements that are intended to provide us with effective control over the business operations of JiuGe Technology. However, the VIE Agreements may not be effective in providing control over the application for and maintenance of the licenses required for our business operations. JiuGe Technology could violate the VIE Agreements, go bankrupt, suffer from difficulties in its business or otherwise become unable to perform its obligations under the VIE Agreements and, as a result, our operations, reputations and business could be severely harmed.

- 25 -

Under the VIE Agreements, JiuGe Technology’s shareholder ~~shareholders~~has ~~have~~ granted JiuGe Management an option for the maximum period of time permitted by law to purchase all of the equity interest in JiuGe Technology at a price equal to one dollar or the lowest applicable price allowable by PRC laws and regulations. As JiuGe Technology is already our contractually controlled affiliate, JiuGe Management’s exercising of the option would not bring immediate benefits to our company, and payment of the purchase prices could adversely affect our financial position.

Risks Related to Doing Business in China

Changes in China’s political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:

	●	Level of government involvement in the economy;

	●	Control of foreign exchange;

	●	Methods of allocating resources;

	●	Balance of payments position;

	●	International trade restrictions; and

	●	International conflict.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development~~, or~~ (the “OECD”), in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack of flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiary and affiliate in the PRC. Our principal operating subsidiary and affiliate, JiuGe Management and JiuGe Technology, are subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. In addition, most of our executive officers and all of our directors are not residents of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to effect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations, subsidiary and affiliate.

-13 26 -

Table of Contents

The current tensions in international trade and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.

Recently there have been heightened tensions in international economic relations, such as the one between the United States and China. Political tensions between the United States and China have escalated due to, among other things, trade disputes, the COVID-19 outbreak, sanctions imposed by the U.S. Department of Treasury on certain officials of the Hong Kong Special Administrative Region and the PRC central government, export control restrictions imposed by U.S. Department of Commerce on Chinese entities and the executive orders issued by the U.S. government in ~~August~~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 tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the two major economies. Such tensions between the United States and China, and any escalation thereof, may have a negative impact on the general, economic, political, and social conditions in China and, in turn, adversely impacting our business, financial condition, and results of operations. Regulations were introduced which includes but not limited to Article 177 of the PRC Securities Law which states that overseas securities regulatory authorities shall not carry out an investigation and evidence collection activities directly in China without the consent of the securities regulatory authority of the State Council and the relevant State Council department(s). It further defines that no organization or individual shall provide the documents and materials relating to securities business activities to overseas parties arbitrarily. With this regulation in force, it may result in delays by the Company to fulfill any request to provide relevant documents or materials by the regulatory authorities or in the worst-case scenario that the Company would not be able to fulfill the request if the approval from the regulatory authority of the State Council and the relevant State Council department(s) were rejected.

You may have difficulty enforcing judgments against us.

We are a Delaware holding company, but Finger Motion (CN) Limited is a Hong Kong company, and our principal operating affiliate and subsidiary, JiuGe Technology and JiuGe Management, are located in the PRC. Most of our assets are located outside the United States and most of our current operations are conducted in the PRC. In addition, ~~most~~all of our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments predicated on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, ~~most~~all of whom are not residents in the United States and the substantial majority of whose assets are located outside the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security or the public interest. Therefore, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

-14 27 -

Table of Contents

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

The PRC government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.

Recent statements by the PRC government indicate an intent to take actions to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. On February 17, 2023, the CSRC promulgated Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures have introduced a filing-based regulatory regime that regulates both direct and indirect overseas offerings and listings of PRC domestic companies’ securities. Under the Overseas Listing Trial Measures, if the issuer meets both of the following conditions, any overseas securities offering or listing conducted by such issuer will constitute an indirect overseas offering that is subject to the prescribed filing procedures: (i) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operations and management are mostly Chinese citizens or domiciled in mainland China. Any such issuer that submits an application for an initial public offering to competent overseas regulators, must make the required filing with the CSRC within three business days following the date of the application. Where a domestic company fails to comply with filing requirements or is otherwise determined to be in violation of the Overseas Listing Trial Measures, the CSRC may order rectification, issue a warning, and impose a fine ranging from RMB1,000,000 to RMB10,000,000. Controlling persons (including directors and officers) of the domestic company that are determined to be responsible for such filing delinquencies or violations can also be sanctioned.

On February 17, 2023, the CSRC held a press conference in connection with the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among other things, clarified that domestic companies that had been listed overseas on or before the effective date of the Overseas Listing Trial Measures (March 31, 2023) shall be deemed to be “stock enterprises”. Stock enterprises were exempted from having to immediately comply with the filing procedures, with their first filings being deferred to when they undertook a further overseas offering or listing. Generally, we understand that, for these purposes, the filing requirement would apply in respect of securities that are offered in a public overseas offering, and likely to securities that, having been offered in a private overseas offering, become eligible for resale to the public.

Specifics of the Overseas Listing Trial Measures, and the administrative rules, policies and practices of the CSRC, are somewhat unclear, and it remains uncertain what potential impact such modified or new laws and regulations will have on our ability to conduct our business, accept investments or list or maintain a listing on a U.S. or foreign exchange. If we are found to be delinquent in our filing obligations under, or are otherwise found to be in violation of, the Overseas Listing Trial Measures, this could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 204.75% and as low as -20.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

- 28 -

Capital outflow policies in the PRC may hamper our ability to remit income to the United States.

The PRC has adopted currency and capital transfer regulations. These regulations may require that we comply with complex regulations for the movement of capital and as a result we may not be able to remit all income earned and proceeds received in connection with our operations or from the sale of one of our operating subsidiaries to the U.S. or to our shareholders.

Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

The recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective. On August 1, 2021, the ~~China~~CSRC ~~Securities Regulatory Commission~~ stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China.

Compliance with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.

China has implemented or will implement rules and is considering a number of additional proposals relating to data protection. China’s new Data Security Law promulgated by the Standing Committee of the National People’s Congress of China in June 2021, or the Data Security Law, took effect in September 2021. The Data Security Law provides that the data processing activities must be conducted based on “data classification and hierarchical protection system” for the purpose of data protection and prohibits entities in China from transferring data stored in China to foreign law enforcement agencies or judicial authorities without prior approval by the Chinese government. As a result of the new Data Security Law, we may need to make adjustments to our data processing practices to comply with this law.

-15-

Table of Contents

Additionally, China’s Cyber Security Law, requires companies to take certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that China adopt a multi-level protection scheme (MLPS), under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and the conditions of their information and network systems to determine the level to which the entity’s information and network systems belong-from the lowest Level 1 to the highest Level 5 pursuant to the Measures for the Graded Protection and the Guidelines for Grading of Classified Protection of Cyber Security. The grading result will determine the set of security protection obligations that entities must comply with. Entities classified as Level 2 or above should report the grade to the relevant government authority for examination and approval.

Recently, the Cyberspace Administration of China has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On July 10, 2021, the Cyberspace Administration of China published a revised draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million users if the operators intend to list their securities in a foreign country.- 29 -

The Cyberspace Administration of China (the “CAC”) has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On July 10, 2021, the CAC published a revised draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million users if the operators intend to list their securities in a foreign country.

It is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on the telecommunications sector generally and the Company in particular. China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead to us delisting from the U.S. stock market.

Also, on ~~August~~November 20, 2021, the National People’s Congress passed the Personal Information Protection Law, which was implemented on November 1, 2021. The law creates a comprehensive set of data privacy and protection requirements that apply to the processing of personal information and expands data protection compliance obligations to cover the processing of personal information of persons by organizations and individuals in China, and the processing of personal information of persons in China outside of China if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in China. The law also proposes that critical information infrastructure operators and personal information processing entities who process personal information meeting a volume threshold to-be-set by Chinese cyberspace regulators are also required to store in China personal information generated or collected in China, and to pass a security assessment administered by Chinese cyberspace regulators for any export of such personal information. Lastly, the draft contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior year.

Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement. Compliance with the Cyber Security Law and the Data Security Law could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could fail to meet all of the requirements imposed on us by the Cyber Security Law, the Data Security Law and/or related implementing regulations. Any failure on our part to comply with such law or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing counterparties from contracting with us or result in investigations, fines, suspension or other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affect our business, financial condition and results of operations. Even if our practices are not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm our reputation and brand and adversely affect our business, financial condition and results of operations. Moreover, the legal uncertainty created by the Data Security Law and the recent Chinese government actions could materially adversely affect our ability, on favorable terms, to raise capital, including engaging in follow-on offerings of our securities in the U.S. market.

-16-

Table of Contents

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

The majority of our revenues will be settled in Chinese Renminbi (RMB), and any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

- 30 -

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

Since July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

Restrictions under PRC law on our PRC subsidiary’s ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to our shareholders, and otherwise fund and conduct our businesses.

Substantially all of our revenue is earned by JiuGe Management, our PRC subsidiary. PRC regulations restrict the ability of our PRC subsidiary to make dividends and other payments to its offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the ~~amounts~~amount in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

-17-

Table of Contents

PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.

As an offshore holding company of our PRC subsidiary, we may (i) make loans to our PRC subsidiary and affiliated entities, (ii) make additional capital contributions to our PRC subsidiary, (iii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, and (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

●

loans by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot exceed statutory limits and must be registered with the State Administration of Foreign Exchange of the PRC (the “SAFE”) or its local counterparts;

● loans by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved by the relevant government authorities and must also be registered with SAFE or its local counterparts; and- 31 -

●

loans by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved by the relevant government authorities and must also be registered with the SAFE or its local counterparts; and

●

capital contributions to our wholly-owned subsidiary must file a record with the PRC Ministry of Commerce (“MOFCOM”) or its local counterparts and shall also be limited to the difference between the registered capital and the total investment amount.

We cannot assure you that we will be able to obtain these government registrations or filings on a timely basis, or at all. If we fail to finish such registrations or filings, our ability to capitalize our PRC subsidiary’s operations may be adversely affected, which could adversely affect our liquidity and our ability to fund and expand our business.

On March 30, 2015, the SAFE promulgated a notice relating to the administration of foreign invested company of its capital contribution in foreign currency into ~~Renminbi~~RMB (Hui Fa [2015]19) (or “Circular 19”). Although Circular 19 has fastened the administration relating to the settlement of exchange of foreign-investment, allows the foreign-invested company to settle the exchange on a voluntary basis, it still requires that the bank review the authenticity and compliance of a foreign-invested company’s settlement of exchange in previous time, and the settled in ~~Renminbi~~RMB converted from foreign currencies shall deposit on the foreign exchange settlement account, and shall not be used for several purposes as listed in the “negative list”. As a result, the notice may limit our ability to transfer funds to our operations in China through our PRC subsidiary, which may affect our ability to expand our business. Meanwhile, the foreign exchange policy is unpredictable in China, it shall be various with the nationwide economic pattern, the strict foreign exchange policy may have an adverse impact in our capital cash and may limit our business expansion.

In October 2005, the ~~Chinese State Administration of Foreign Exchange (“~~SAFE”), issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75, which required PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or (“SPV”), for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by the SAFE, which became public in June 2007 (~~known as~~ “Notice 106”), expanded the reach of Circular 75 by (1) purporting to cover the establishment or acquisition of control by PRC residents of offshore entities which merely acquire “control” over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the PRC resident’s funds used to establish or acquire the offshore entity; covering the use of existing offshore entities for offshore financings; (3) purporting to cover situations in which an offshore SPV establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; and (4) making the domestic affiliate of the SPV responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds. Amendments to registrations made under Circular 75 are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations and Notice 106 makes the offshore SPV jointly responsible for these filings. In the case of an SPV which was established, and which acquired a related domestic company or assets, before the implementation date of Circular 75, a retroactive SAFE registration was required to have been completed ~~before~~ before March 3130, 2006; this date was subsequently extended indefinitely by Notice 106, which also required that the registrant establish ~~that~~ that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance with applicable laws and regulations. ~~Failure~~ Failure to comply with the requirements of Circular 75, as applied by the SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s ~~affiliates~~ affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or ~~liquidation~~ liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

We have advised our shareholders who are PRC residents, as defined in Circular 75, to register with the relevant branch of SAFE, as currently required, in connection with their equity interests in us and our acquisitions of equity interests in our PRC subsidiary and affiliate. However, we cannot provide any assurances that their existing registrations have fully complied with, and they have made all necessary amendments to their registration to fully comply with, all applicable registrations or approvals required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether the SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. For example, our present and prospective PRC subsidiaries’ and affiliates’ ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-18denominated borrowings, may be subject to compliance with Circular 75 by our PRC resident beneficial holders. In addition, such PRC residents may not always be able to complete the necessary registration procedures required by Circular 75. We also have little control over either our present or prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident beneficial holders or future PRC resident shareholders to comply with Circular 75, if the SAFE requires it, could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiary’s and affiliate’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

~~Table of Contents~~- 32 -

We ~~have~~ ~~advised~~may ~~our~~be ~~shareholders~~subject ~~who are PRC residents, as defined in Circular 75,~~ to ~~register~~fines ~~with the relevant branch of SAFE, as currently required, in connection with their equity interests in us~~ and ~~our~~legal ~~acquisitions of equity interests in our PRC subsidiary and affiliate.~~sanctions However, we cannot provide any assurances that their existing registrations have fully complied with, and they have made all necessary amendments to their registration to fully comply with, all applicable registrations or approvals required by ~~Circular~~the ~~75.~~SAFE ~~Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how~~ or ~~whether~~other ~~SAFE~~PRC ~~will~~government ~~apply~~authorities itif ~~to us,~~ we ~~cannot predict how it will affect our business operations~~ or ~~future strategies. For example,~~ our ~~present~~employees ~~and~~who ~~prospective~~are PRC ~~subsidiary’s~~citizens ~~and affiliate’s~~fail ~~ability~~ to ~~conduct~~comply ~~foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance~~ with ~~Circular 75 by our~~ PRC ~~resident~~regulations ~~beneficial holders. In addition, such PRC residents may~~relating ~~not always be able~~ to ~~complete~~employee ~~the~~stock ~~necessary~~options ~~registration~~granted ~~procedures required~~ by ~~Circular~~offshore ~~75.~~listed Wecompanies also have little control over either our present or prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident beneficial holders or future PRC resident shareholders to ~~comply with Circular 75, if SAFE requires it, could subject these~~ PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiary’s and affiliate’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospectscitizens.

WeOn March 28, 2007, the SAFE promulgated the Operating ~~may~~Procedures befor ~~subject~~Foreign toExchange ~~fines~~Administration of Domestic Individuals Participating in Employee Stock Ownership Plans and ~~legal~~Stock ~~sanctions~~Option Plans of Offshore Listed Companies (“Circular 78”). Under Circular 78, Chinese citizens who are granted share options by ~~SAFE~~an offshore listed company are required, through a Chinese agent or Chinese subsidiary of the offshore listed company, to register with SAFE and complete certain other ~~PRC~~procedures, ~~government~~including ~~authorities~~applications iffor weforeign orexchange purchase quotas and opening special bank accounts. We and our Chinese employees who have been granted share options are ~~PRC~~subject ~~citizens~~to ~~fail~~ Circular 78. Failure to comply with ~~PRC~~these regulations may ~~relating~~subject us or our Chinese employees to ~~employee~~fines ~~stock~~and ~~options~~legal ~~granted~~sanctions imposed by ~~offshore~~the ~~listed~~SAFE ~~companies~~or toother PRC ~~citizens~~government authorities and may prevent us from further granting options under our share incentive plans to our employees. Such events could adversely affect our business operations.

On March 28, 2007, SAFE promulgated the Operating Procedures for Foreign Exchange Administration of Domestic Individuals Participating in Employee Stock Ownership Plans and Stock Option Plans of Offshore Listed Companies, or Circular 78. Under Circular 78, Chinese citizens who are granted share options by an offshore listed company are required, through a Chinese agent or Chinese subsidiary of the offshore listed company, to register with SAFE and complete certain other procedures, including applications for foreign exchange purchase quotas and opening special bank accounts. We and our Chinese employees who have been granted share options are subject to Circular 78. Failure to comply with these regulations may subject us or our Chinese employees to fines and legal sanctions imposed by SAFE or other PRC government authorities and may prevent us from further granting options under our share incentive plans to our employees. Such events could adversely affect our business operations.

Under the New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the New EIT Law effective on January 1, 2008, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies (the “Notice”), further interpreting the application of the New EIT Law and its implementation non-19Chinese enterprise or group controlled offshore entities. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise incorporated by a Chinese natural person. Nor are detailed measures on imposition of tax from non-domestically incorporated resident enterprises are available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

Table of Contents

On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the New EIT Law and its implementation non-Chinese enterprise or group controlled offshore entities. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise incorporated by a Chinese natural person. Nor are detailed measures on imposition of tax from non-domestically incorporated resident enterprises are available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

Given the above conditions, although unlikely, we may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing rules dividends paid to us from our PRC subsidiary would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares. We are actively monitoring the possibility of “resident enterprise” treatment.

- 33 -

If we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both the U.S. and China, and our PRC tax may not be creditable against our U.S. tax.

We may be exposed to liabilities under the Foreign Corrupt Practices Act (the “FCPA”) and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the ~~Foreign Corrupt Practice Act, or~~ FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties and we earn the majority of our revenue in China. PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by our executive officers, employees, consultants, sales agents or other representatives of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the executive officers, employees, consultants, sales agents or other representatives of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

PRC companies have historically not adopted a Western style of management and financial reporting concepts and practices, which includes strong corporate governance, internal controls and, computer, financial and other control systems. Some of our staff is not educated and trained in the Western system, and we may have difficulty hiring new employees in the PRC with such training. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the ~~Sarbanes-Oxley Act of 2002~~SOX. This may result in significant deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with Commission rules and regulations and the requirements of the ~~Sarbanes-Oxley Act of 2002~~SOX. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business.

-20-

Table of Contents

The disclosures in our reports and other filings with the SEC and our other public announcements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in the PRC, where part of our operations and business are located, has conducted any due diligence on our operations or reviewed or cleared any of our disclosure.

We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily in the United States, however, substantially all of our operations are located in the PRC and Hong Kong. Since substantially all of our operations and business takes place outside of United States, it may be more difficult for the staff of the SEC to overcome the geographic and cultural obstacles that are present when reviewing our disclosure. These same obstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore, our SEC reports and other disclosure and public announcements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review of the CSRC. Accordingly, you should review our SEC reports, filings and our other public announcements with the understanding that no local regulator has done any due diligence on our Company and with the understanding that none of our SEC reports, other filings or any of our other public announcements has been reviewed or otherwise been scrutinized by any local regulator.

- 34 -

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which became effective in September 2006 and were further amended in June 2009, requires that if an overseas company is established or controlled by PRC domestic companies or citizens intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC domestic companies or citizens, such acquisition must be submitted to the MOFCOM, rather than local regulators, for approval. In addition, the M&A Rules requires that an overseas company controlled directly or indirectly by PRC companies or citizens and holding equity interests of PRC domestic companies needs to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to listing its securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying the documents and materials required to be submitted by overseas special purpose companies seeking the CSRC’s approval of their overseas listings.

The M&A Rules established additional procedures and requirements that could make merger and acquisition activities in China by foreign investors more time-consuming and complex. For example, the MOFCOM must be notified in the event a foreign investor takes control of a PRC domestic enterprise. In addition, certain acquisitions of domestic companies by offshore companies that are related to or affiliated with the same entities or individuals of the domestic companies, are subject to approval by the MOFCOM. In addition, the Implementing Rules Concerning Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in ~~August~~ November 2011, require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to national security review by the MOFCOM. In addition, any activities attempting to circumvent such review process, including structuring the transaction through a proxy or contractual control arrangement, are strictly prohibited.

~~-21-~~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.

~~Table~~There is significant uncertainty regarding the interpretation and implementation of ~~Contents~~these regulations relating to merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and adversely affected. 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.

There is significant uncertainty regarding the interpretation and implementation of these regulations relating to merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and adversely affected. In addition, if the MOFCOM determines that we should have obtained its approval for our entry into contractual arrangements with our affiliated entities, we may be required to file for remedial approvals. There is no assurance that we would be able to obtain such approval from the MOFCOM.

If the MOFCOM, the CSRC and/or other PRC regulatory agencies subsequently determine that the approvals from the MOFCOM and/or CSRC and/or other PRC regulatory agencies were required, our PRC business could be challenged, and we may need to apply for a remedial approval and may be subject to certain administrative punishments or other sanctions from PRC regulatory agencies. The regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC, or take other actions that could materially and adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common stock.

The audit report included in our Annual Report is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection. We could be delisted if we are unable to timely meet the PCAOB inspection requirements established by the Holding Foreign Companies Accountable Act.- 35 -

As a ~~public~~substantially ~~company~~all ~~with~~of ~~securities listed on Nasdaq Capital Market, we are required to have~~ our ~~financial~~operations ~~statements audited by an independent~~are ~~registered~~conducted ~~public~~through ~~accounting firm registered with~~ the ~~PCAOB.~~VIE Ain ~~requirement of being registered with the PCAOB is that if requested by the SEC or PCAOB~~China, ~~such~~our ~~accounting~~ability ~~firm is required~~ to ~~make~~pay ~~its~~dividends ~~audits~~is ~~and~~primarily ~~related~~dependent ~~audit~~on ~~work~~receiving ~~papers~~distributions beof ~~subject~~funds tofrom ~~regular inspections to assess its compliance with~~ the ~~applicable professional standards~~VIE. ~~Since our auditor is located in Hong Kong and PRC~~ However, ~~a jurisdiction where~~ the ~~PCAOB has been unable to conduct inspections without the approval of the~~ PRC ~~authorities~~government ~~due~~might toexert ~~various~~more ~~state~~oversight ~~secrecy laws~~ and ~~the~~control ~~revised~~over ~~Securities~~offerings ~~Law,~~that ~~the~~are ~~PCAOB~~conducted ~~currently~~overseas ~~does~~and/or ~~not~~foreign ~~have free access to inspect the work of our auditor. This lack of access~~investment ~~to the PCAOB inspection~~ in ~~the~~China-based ~~PRC~~issuers, ~~prevents~~which ~~the~~would ~~PCAOB~~likely ~~from~~result ~~fully~~in ~~evaluating~~a ~~audits~~material ~~and~~change ~~quality~~in ~~control procedures of~~ our ~~auditor based in the PRC. As a result~~operations, ~~the~~even ~~investors~~significantly ~~may~~limit beor ~~deprived~~completely ofhinder our ~~the~~ability ~~benefits~~to ofoffer ~~such~~or ~~PCAOB~~continue ~~inspections.~~to ~~The~~offer ~~inability~~securities ofor ~~the~~dividends ~~PCAOB~~ to ~~conduct inspections~~investors, ofand ~~auditors in~~ the ~~PRC~~value ~~makes it more difficult to evaluate the effectiveness~~ of ~~these~~our ~~accounting~~common ~~firms’~~stock ~~audit~~may ~~procedures~~depreciate significantly or ~~quality~~become ~~control procedures as compared to auditors outside of the PRC that are subject to the PCAOB inspections~~worthless.

On ~~December~~ 18July 6, ~~2020~~2021, the ~~Holding~~General ~~Foreign~~Office ~~Companies~~of ~~Accountable Act, or HFCAA, was enacted. In essence,~~ the ~~act~~Central Committee ~~requires~~of the ~~SEC~~Communist toParty ~~prohibit securities~~ of ~~any~~China ~~foreign~~and ~~companies~~the ~~from~~General ~~being~~Office ~~listed~~of onthe ~~U.S.~~State ~~securities~~Council ~~exchanges~~jointly orissued ~~traded “over-~~the~~-counter”~~ ifOpinions aon ~~company~~Strictly Cracking ~~retains~~Down aon ~~foreign~~Illegal ~~accounting~~Securities ~~firm~~Activities ~~that~~in ~~cannot~~Accordance bewith ~~inspected~~the byLaw (the ~~PCAOB~~“Cracking ~~for~~Down ~~three~~on ~~consecutive~~Illegal ~~years,~~Securities ~~beginning~~Activities ~~in 2021~~Opinions”). The ~~Our~~Cracking ~~independent registered~~Down ~~public~~on ~~accounting~~Illegal ~~firm~~Securities isActivities ~~located~~Opinions inemphasized ~~and~~the ~~organized~~need ~~under~~to strengthen the ~~laws~~administration ofover ~~Hong~~illegal ~~Kong~~securities activities and the ~~PRC,~~supervision aover ~~jurisdiction~~overseas ~~where~~listings ~~the~~by ~~PCAOB is~~China-based ~~currently~~companies, ~~unable~~and proposed to ~~conduct~~take ~~inspections~~measures, ~~without~~including promoting the construction ~~approval~~ of ~~the~~relevant ~~PRC~~regulatory ~~authorities,~~systems ~~and~~to ~~therefore~~control ~~our~~the ~~auditors~~risks ~~are~~and ~~not~~deal ~~currently inspected~~with the incidents faced by ~~the~~China-based ~~PCAOB~~overseas-listed companies.

~~On March~~In addition, on December 24, 2021, the ~~SEC~~CSRC ~~adopted~~issued the ~~interim~~draft ~~final~~Administration ~~amendments,~~Provisions ~~which~~of ~~will~~the ~~become~~State ~~effective~~Council 30on ~~days~~the ~~after~~Administration ~~publication~~of inOverseas ~~the~~Securities ~~Federal~~Offering ~~Register,~~and Listing by Domestic ~~relating~~Companies to(the “Draft Administration Provisions”) and the ~~implementation~~draft Administrative Measures for the Filing of ~~certain~~Overseas Securities ~~disclosure~~Offering and ~~documentation~~Listing ~~requirements~~by ofDomestic Companies (the ~~HFCAA~~“Draft Administrative Measures”), for public comments. The Draft ~~interim~~Administration ~~final~~Provisions ~~amendments~~and ~~will~~the ~~apply~~Draft Administrative Measures regulate overseas securities offering and listing by domestic companies toin ~~registrants~~direct ~~that~~or indirect form. The Draft Administration Provisions specify the ~~SEC~~responsibilities ~~identifies~~of asthe ~~having~~CSRC ~~filed~~to anregulate ~~annual~~the ~~report~~activities ~~with~~of overseas ansecurities ~~audit~~offering ~~report~~and ~~issued~~listing by adomestic ~~registered~~companies ~~public~~and ~~accounting firm~~establish ~~that~~a isfiling-based ~~located~~regime. inAs a ~~foreign~~supporting ~~jurisdiction~~measure ~~and~~to ~~that~~the Draft Administration Provisions, the ~~PCAOB~~Draft ~~has~~Administrative ~~determined~~Measures, itdetail isthe ~~unable~~determination tocriteria ~~inspect~~for orindirect ~~investigate~~overseas ~~completely~~listing ~~because~~in overseas ofmarkets. aSpecifically, ~~position~~an ~~taken~~offering byand anlisting ~~authority~~shall inbe ~~that~~considered ~~jurisdiction.~~as ~~Before~~an ~~any~~indirect ~~registrant~~overseas ~~will~~offering beand ~~required~~listing toby ~~comply~~a ~~with~~domestic company if the ~~interim~~issuer ~~final~~meets ~~amendments,~~ the ~~SEC~~following ~~must~~conditions: ~~implement~~(i) athe ~~process~~operating ~~for~~income, ~~identifying~~gross ~~such~~profit, ~~registrants.~~total Asassets, or net assets of the ~~date~~domestic enterprise in the most recent fiscal year was more than 50% of ~~this~~the ~~Annual~~relevant ~~Report,~~line item in the ~~SEC~~issuer’s isaudited ~~seeking~~consolidated ~~public~~financial ~~comment~~statement onfor ~~this~~that ~~identification~~year; ~~process.~~and ~~Consistent~~(ii) ~~with~~senior ~~the~~management ~~HFCAA,~~personnel ~~the~~responsible ~~amendments~~for ~~will~~business ~~require~~operations ~~any~~and ~~identified~~management ~~registrant~~are tomostly ~~submit~~PRC ~~documentation~~citizens or are toordinarily ~~the~~resident ~~SEC~~in ~~establishing~~the ~~that~~PRC, or the ~~registrant~~main place of business is ~~not~~in ~~owned~~the PRC or ~~controlled~~carried byout ain ~~government~~the ~~entity~~PRC. inIn ~~that~~accordance ~~jurisdiction~~with the Draft Administrative Measures, ~~and~~the ~~will~~issuer ~~also~~or ~~require, among~~its ~~other~~designated ~~things~~material domestic company, ~~disclosure~~shall infile with the ~~registrant’s~~CSRC ~~annual~~and report ~~regarding~~ the ~~audit~~relevant ~~arrangements~~information ~~of,~~for ~~and government influence~~its ~~on,~~initial ~~such~~public ~~registrant~~offering.

On ~~June~~ 22February 17, ~~2021~~2023, the CSRC promulgated the UOverseas Listing Trial Measures and five relevant guidelines, which became effective on March 31, 2023.S. ~~Senate~~The ~~passed~~Overseas Listing ~~the~~Trial ~~Accelerating~~Measures ~~Holding~~regulate ~~Foreign~~both ~~Companies~~direct ~~Accountable~~and ~~Act~~indirect ~~which~~overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime. According to the Overseas Listing Trial Measures, if ~~enacted,~~the ~~would~~issuer ~~decrease~~meets both the following conditions, ~~number~~the ofoverseas ~~non-inspection~~securities ~~years~~offering ~~from~~and ~~three~~listing ~~years~~conducted by such issuer will be determined as indirect overseas offering, which shall be subject to ~~two~~the filing procedure set forth under the Overseas Listing Trial Measures: (i) 50% or more of the issuer’s operating revenue, total ~~thus~~profit, ~~reducing~~total assets or net assets as documented in its audited consolidated financial statements for the ~~time~~most ~~period~~recent ~~before~~accounting year is accounted for by domestic companies; and (ii) the ~~Company~~main parts of the issuer’s ~~securities~~business ~~may~~activities beare ~~delisted~~conducted in mainland China, or ~~prohibited~~its main places of business are located in mainland China, or the senior managers in charge of its business operations and management are mostly Chinese citizens or domiciled in mainland China. Where an abovementioned issuer submits an application for an initial public offering to competent overseas regulators, such issuer shall file with the CSRC within three business days after such application is submitted. Where a domestic company fails to fulfill filing procedure or in violation of the provisions as stipulated above, in respect of its overseas offering and listing, the CSRC shall order rectification, issue warnings to such domestic company, and impose a fine ranging from ~~trading~~RMB1,000,000 to RMB10,000,000. Also, the directly liable persons and actual controllers of the domestic company that organize or instruct the aforementioned violations shall be warned and/or imposed fines.

-22 36 -

~~Table~~Also on February 17, 2023, the CSRC also held a press conference for the release of ~~Contents~~the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that the domestic companies that have already been listed overseas on or before the effective date of the Overseas Listing Trial Measures (March 31, 2023) shall be deemed as “stock enterprises”. Stock enterprises are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC when subsequent matters such as refinancing are involved.

OnDue to the Overseas Listing ~~November~~Trial 5Measures, ~~2021,~~we will be required to file with the ~~SEC~~CSRC ~~approved~~with ~~PCAOB~~respect ~~Rule~~to ~~6100~~an offering of new securities, ~~Board~~which ~~Determination~~may ~~Under~~subject us to additional compliance requirements in the ~~Holding~~future ~~Foreign~~and ~~Companies~~we ~~Accountability~~cannot ~~Act,~~assure ~~effective~~you that we will be able to get the clearance from the CSRC for any offering ~~immediately.~~of ~~The~~new ~~rule~~securities ~~establishes~~on “a ~~framework~~timely ~~for~~manner. ~~the~~Any ~~PCAOB’s~~failure ~~determinations~~of ~~under~~us ~~the~~to ~~HFCAA~~comply ~~that~~with the ~~PCAOB~~new isOverseas ~~unable~~Listing ~~to inspect~~Trial orMeasures ~~investigate~~may significantly limit or completely ~~registered~~hinder ~~public~~our ~~accounting~~ability ~~firms~~to ~~located~~offer inor acontinue ~~foreign~~to ~~jurisdiction~~offer ~~because~~our ofsecurities, acause ~~position~~significant ~~taken~~disruption byto our business operations, anand ~~authority~~severely indamage ~~that~~our ~~jurisdiction~~reputation.”

~~On December 2~~Furthermore, ~~2021,~~it ~~SEC~~is ~~has~~uncertain ~~announced~~when ~~the adoption of amendments to finalize rules implementing the submission~~ and ~~disclosure requirements~~whether inwe ~~the~~will ~~HFCAA.~~be ~~The~~able ~~rules apply~~ to ~~registrants~~obtain ~~the~~permission ~~SEC~~or ~~identifies~~approval asfrom ~~having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that~~ the ~~PCAOB~~CSRC ~~is unable to inspect~~ or ~~investigate~~the ~~(Commission-Identified Issuers).~~PRC ~~The~~government ~~final amendments require Commission-Identified Issuers~~ to ~~submit~~offer ~~documentation~~securities to ~~the~~list ~~SEC~~on ~~establishing~~U.S. ~~that,~~exchanges ~~if true, it~~or isthe ~~not~~execution ~~owned~~of ~~or controlled by~~ a ~~governmental~~VIE ~~entity~~Agreement in the ~~public accounting firm’s foreign jurisdiction~~future. ~~The~~However, ~~amendments~~our ~~also~~operations ~~require that~~are aconducted ~~Commission-Identified~~through ~~Issuer~~the ~~that~~VIE isin ~~a “foreign issuer~~PRC,” asand ~~defined~~our inability ~~Exchange~~to ~~Act~~pay ~~Rule 3b-4, provide certain additional~~dividends ~~disclosures~~is inprimarily ~~its~~dependent ~~annual~~on ~~report~~receiving ~~for~~distributions ~~itself and any~~ of ~~its~~funds ~~consolidated~~from ~~foreign~~the ~~operating entities. Further~~VIE, ~~the~~if ~~adopting~~we ~~release~~do ~~provides notice~~not ~~regarding~~obtain ~~the~~or ~~procedures~~maintain ~~the~~any ~~SEC~~of ~~has established to identify issuers and to impose trading prohibitions on~~ the ~~securities~~permissions ofor ~~certain~~approvals ~~Commission-Identified~~which ~~Issuers,~~may asbe required byin the ~~HFCAA.~~future ~~The~~by ~~SEC~~the ~~will~~PRC ~~identify~~government ~~Commission-Identified Issuers~~ for ~~fiscal~~the ~~years~~operation ~~beginning after~~of ~~December~~the ~~18,~~VIE ~~2020.~~or Athe ~~Commission-Identified~~execution ~~Issuer~~of ~~will~~VIE beAgreements, ~~required~~our ~~to comply with the submission~~ operations and ~~disclosure~~financial ~~requirements~~conditions ~~in the~~could ~~annual~~be ~~report~~adversely ~~for~~effected, ~~each~~even ~~year~~significantly inlimit ~~which~~or itcompletely ~~was~~hinder ~~identified.~~our Ifability ato ~~registrant~~offer isor ~~identified~~continue ~~as a Commission-Identified Issuer based on~~to ~~its~~offer ~~annual~~securities ~~report~~or ~~for~~dividends ~~the~~to ~~fiscal~~investors ~~year~~and ~~ended~~cause ~~December 31, 2021,~~ the ~~registrant~~value ~~will~~of beour ~~required~~securities to ~~comply~~significantly ~~with~~decline ~~the submission~~ or ~~disclosure requirements~~become ~~in its annual report filing covering the fiscal year ended December 31, 2022~~worthless.

~~On December~~Risks ~~16,~~Related ~~2021, PCAOB issued a report on its determinations that PCAOB is 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,~~Note 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 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 this Annual Report on Form 10-K for the years ended February 28, 2022 and 2021, was issued by Centurion ZD CPA & Co. (“CZD CPA”), an audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct inspections or investigate auditors. Our auditors CZD CPA is among those listed by the PCAOB Hong Kong Determination, a determination announced by the PCAOB on December 16, 2021 that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. The lack of access to the PCAOB inspection in PRC prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in PRC. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in PRC makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of the PRC that are subject to the PCAOB inspections. In addition, under the HFCAA, our securities may be prohibited from trading on the U.S. stock exchanges or in the over the counter trading market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our common stock being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges or in the over the counter trading market in the U.S. if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. In the future, if we do not engage an auditor that is subject to regular inspection by the PCAOB, our common stocks may be delisted.Offering

~~The SEC~~A ~~may~~substantial ~~propose~~number ~~additional~~of ~~rules~~shares orof ~~guidance that could impact us if~~ our ~~auditor is not subject to PCAOB inspection. For example, on~~common ~~August~~stock 6,may ~~2020,~~be ~~the President’s Working Group on Financial Markets, or the PWG,~~ issued ~~the~~pursuant ~~Report on Protecting United States Investors from Significant Risks from Chinese Companies~~ to the ~~then~~terms ~~President~~ of the ~~United~~Note, ~~States.~~which ~~This~~could ~~report~~cause ~~recommended that~~ the ~~SEC~~price ~~implement five~~of ~~recommendations~~our tocommon ~~address~~stock ~~companies from jurisdictions that do not provide the PCAOB with sufficient access~~ to ~~fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However~~decline, ~~some~~as ofwell ~~the~~as ~~recommendations were~~cause ~~more stringent than the HFCAA. For example, if~~ a greater ~~company~~dilution ~~was not subject~~ to ~~PCAOB~~our ~~inspection,~~existing ~~the report recommended that the transition period before a company would be delisted would end on January 1, 2022~~stockholders.

The Note is convertible, at any time at the Selling Stockholder’s option into shares of our common stock, at an initial Fixed Conversion Price of $0.94 per share, which is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and other customary events. In addition, during each Monthly Redemption Conversion Period, the Selling Stockholder 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-~~23-~~weighted average price of the Company’s 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 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 Purchase Agreement, which resets automatically every six months. As a result, the conversion price is variable and depends upon market performance. In the event our common stock experiences substantial decline in per share price, such decline could cause significantly more conversion shares to be issuable upon conversion of the Note, cause greater dilution to our shareholders and have a depressive effect on the overall market price.

~~Table~~Sales of ~~Contents~~substantial amounts of our common stock by the Selling Stockholder, or the perception that these sales could occur, could adversely affect the price of our common stock.

The ~~enactment~~ ofsale ~~the~~by ~~HFCAA and~~ the ~~implications~~Selling Stockholder of ~~any~~a ~~additional~~significant number ~~rulemaking~~of ~~efforts~~shares toof ~~increase~~common ~~U.S.~~stock ~~regulatory access to audit information in PRC~~ could ~~cause~~have ~~investor~~a ~~uncertainty~~material ~~for~~adverse ~~affected~~effect ~~SEC~~on ~~registrants, including us, and~~ the market price of our common stock ~~could be materially adversely affected~~. ~~Additionally~~In addition, ~~whether~~ the ~~PCAOB~~perception in ~~will~~the bepublic ~~able~~markets tothat ~~conduct inspections of our auditor in~~ the ~~next~~Selling ~~three~~Stockholder ~~years, or~~may atsell all, isor ~~subject~~a toportion ~~substantial~~of ~~uncertainty~~their ~~and~~shares ~~depends~~as on a ~~number~~result of ~~factors~~the ~~out~~registration of ~~our~~such ~~control.~~shares for Ifresale wepursuant ~~are unable~~ to ~~meet~~this ~~the PCAOB~~prospectus ~~inspection~~could ~~requirement~~also in ~~time,~~and ~~our~~of ~~stock~~itself ~~will~~have ~~not~~a bematerial ~~permitted~~adverse ~~for~~effect ~~trading~~ on ~~Nasdaq~~the ~~Capital~~market ~~Market~~price ~~either.~~of ~~Such~~our acommon ~~delisting would~~stock. ~~substantially~~We ~~impair~~cannot ~~your~~predict ~~ability~~the toeffect, ~~sell~~if ~~or purchase our stock when you wish to do so~~any, ~~and~~that ~~the~~market ~~risk~~sales ~~and~~of ~~uncertainty~~those ~~associated~~shares ~~with delisting~~of ~~would~~common ~~have~~stock aor ~~negative impact on~~ the ~~price~~availability of ~~our~~those ~~stock.~~shares ~~Also,~~of ~~such a delisting would significantly affect our ability to raise~~common ~~capital~~stock onfor ~~terms~~sale ~~acceptable~~will ~~to us, or at all, which would~~ have aon ~~material~~the ~~adverse~~market ~~impact~~price onof our ~~business,~~common ~~financial condition and prospects~~stock.

- 37 -

We may be required to repay the Note and interest thereon in cash, if we do not meet certain in certain circumstances. For example, if the Company is unable to issue conversion shares due to the Exchange Cap or if a Floor Price condition exists, the Selling Stockholder 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 will become due and payable, at the Selling Stockholder’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. Upon the occurrence and continuation of an event of default, default interest will accrue at an annual rate of 12%. Furthermore, the Selling Stockholder could foreclose on its security interests in our assets, including our intellectual property.

The Note contains restrictive covenants, including financial covenants. These obligations and covenants could have important consequences on our business. In particular, they could:

require us to dedicate a substantial portion of our cash flow from operations to payments on the Note;

limit, among other things, our ability to borrow additional funds and otherwise raise additional capital, and our ability to conduct acquisitions, joint ventures or similar arrangements, as a result of our obligations to make such payments and comply with the restrictive covenants in the Note;

limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate; and

increase our vulnerability to general adverse economic and industry conditions.

In the event we are required to repay the Note in cash, we may seek to refinance the remaining balance. No assurances can be given that we will be successful in making the required payments under the Note, or in refinancing our obligations on favorable terms, or at all. Should we determine to refinance through equity, it could be dilutive to shareholders.

USE OF PROCEEDS

All shares of our common stock offered by this prospectus are being registered for the account to the Selling Stockholder and we will not receive any proceeds from the sale of these shares by the Selling Stockholder. However, we did receive $4,000,000 in connection with the Purchase Agreement, and we will receive proceeds of up to $6,086,957 from the cash exercise of the Warrant, which will be reduced to up to $3,043,478 upon this Registration Statement being declared effective.

The Note bears an original principal amount of $5,000,000 with an original issue discount of $700,000. At closing of the Note, the Company received $3,300,000, with the remaining $1,000,000 of the $4,300,000 aggregate discounted principal 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.

DETERMINATION OF OFFERING PRICE

The Selling Stockholder may sell its shares offered under this prospectus at prevailing market prices, privately negotiated prices or otherwise as set forth under “Plan of Distribution” in this prospectus.

SELLING ~~Stockholder~~ STOCKHOLDER

~~Unless~~The shares of common stock being offered by the ~~context~~Selling ~~otherwise~~Stockholder ~~requires,~~are asthose ~~used~~issuable into ~~this~~the ~~prospectus~~Selling Stockholder upon conversion of the Note. For additional information regarding the issuances of those shares of common stock and the Note, see “~~Selling~~Prospectus ~~Stockholder~~Summary — The Note Private Placement” ~~refers~~above. We are registering the shares of common stock in order to permit the Selling Stockholder ~~named~~to offer the shares for inresale ~~this~~from ~~prospectus,~~time orto ~~certain~~time. ~~transferees,~~Except ~~assignees~~for orthe ~~other~~ownership ~~successors-in-interest~~of ~~that~~the ~~may~~shares ~~receive~~of ~~our~~common ~~securities~~stock ~~from~~and the Note, the Selling Stockholder has not had any material relationship with us within the past three years.

We have prepared this prospectus to allow the Selling Stockholder to sell or otherwise dispose of, from time to time, up to 6,822,320 shares of our common stock, which are comprised of (i) 5,083,190 shares of common stock issuable upon the conversion of the Note, and (ii) 1,739,130 shares of common stock issuable upon the exercise of the Warrant. See “Prospectus Summary – The Offering” on page 4 of this prospectus for a description of the private transaction in which we issued the Note and the Warrant. Except for the beneficial ownership of securities of the Company, neither the Selling Stockholder nor any persons who have control over the Selling Stockholder have had any material relationship with us within the past three years.- 38 -

The table below lists the Selling Stockholder and other information regarding the beneficial ownership of ~~our~~the shares of common stock by the Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholder, based on its ownership of the shares of common stock and Note, as of June 10, 2026, assuming conversion of the Note held by the Selling Stockholder on that date, without regard to any limitations on conversion.

The ~~second~~ third column lists the ~~number of~~ shares of common stock ~~owned~~being offered by ~~the~~this ~~Selling~~prospectus Stockholder, based on its ownership of the shares of common stock and securities convertible or exercisable into shares of common stock, as of September 5, 2022, assuming exercise or conversion, as applicable, of the securities exercisable or convertible into shares of common stock held by the Selling Stockholder ~~on that date, if applicable, without regard to any limitations on conversions or exercises~~.

~~The third~~In ~~column~~accordance ~~lists~~with the terms ~~shares~~ of ~~common~~a ~~stock~~registration ~~being~~rights ~~offered~~agreement ~~pursuant~~with tothe Selling Stockholder, this prospectus bycovers the ~~Selling~~resale ~~Stockholder.~~of ~~Because~~200% of the ~~Selling~~maximum number ~~Stockholder~~of ~~may~~shares ~~sell~~of ~~some~~common orstock ~~all~~issuable upon conversion of the ~~shares~~Note, determined as if the outstanding Note was converted in full as of ~~common~~the trading ~~stock~~day ~~beneficially~~immediately ~~owned~~preceding bythe ~~them~~date ~~and~~the ~~covered~~registration bystatement of which this prospectus, noforms ~~estimate can~~a bepart ~~given~~was initially filed with the SEC, calculated as toof the ~~amount~~trading orday ~~percentage~~immediately preceding the applicable date of ~~common~~determination ~~stock~~and ~~that~~all ~~will~~subject beto ~~held~~adjustment byas provided in the ~~Selling~~registration ~~Stockholder~~rights ~~after~~agreement, without regard to any ~~sales~~limitations ~~made~~on ~~pursuant to~~the ~~this~~conversion ~~prospectus~~of the Note. The ~~following~~fourth ~~table~~column assumes ~~that~~ the ~~Selling~~sale of ~~Stockholder will sell~~ all of the shares ofoffered ~~common~~by ~~stock~~the ~~listed~~Selling inStockholder pursuant to this prospectus.

~~-24-~~Under the terms of the Note, the Selling Stockholder may not convert the Note to the extent such conversion would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding shares of common stock following such conversion, excluding for purposes of such determination of shares of common stock issuable upon conversion of the Note which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”

Table of Contents

	Shares Beneficially Owned Prior to Offering⁽¹⁾					Maximum Number of Shares to be Offered⁽²⁾		Shares Beneficially Owned After Offering⁽³⁾
Name of Selling Stockholder	Number		Percentage					Number		Percentage
Alto Opportunity Master Fund, SPC –Segregated Master Portfolio B ⁽⁴⁾		6,801,470		9.99	%		16,531,931		—		—

Shares Beneficially Owned Prior to Offering(1)

Maximum Number of Shares to be Offered

Shares Beneficially Owned After Offering(2)

Name of Selling Stockholder

Number

Percentage

Number

Percentage

Lind Global Fund II LP (3)

6,822,320

13.7%

6,822,320

(1)

This column lists the number of shares of our common stock beneficially owned by the Selling Stockholder as of June 10, 2026, which includes (i) 100,258 shares of common stock issuable upon exercise of common stock purchase warrants held by the Selling Stockholder, and (ii) 6,701,212 shares of common stock issuable upon conversion of the Note based on the assumed redemption conversion price (calculated for these purposes at 90% of the lowest daily VWAP during the seven trading days ending on June 9, 2026), and after giving effect to the 9.99% beneficial ownership limitation described above. Percentages are based on 61,281,308 shares of common stock outstanding as of June 10, 2026.

(12) ~~Percentages~~Assumes ~~are~~the ~~based~~immediate onconversion ~~42,857,260 shares~~ of ~~common stock outstanding as of September 5, 2022. Lind Global Fund II LP may not convert or exercise any portion of~~ the Note orthat ~~the~~may ~~Warrant,~~be ~~respectively,~~issued to the ~~extent~~Selling ~~such conversion or exercise would cause Lind Global Fund II LP, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4~~Stockholder.99% of our then outstanding common stock (or 9.99% of our then outstanding common stock to the extent Lind Global Fund II LP, together with its affiliates, beneficially owns in excess of 4.99% of shares of our then common stock at the time of such exercise or conversion).

(23) Assumes the ~~Selling~~issuance ~~Stockholder~~of ~~has sold~~ all of the shares of common stock ~~beneficially~~underlying ~~owned~~the Note that are offered for resale hereby, and the sale by the Selling Stockholder, ~~which~~of ~~may~~all orof ~~may~~such ~~not~~shares ~~occur~~offered for resale hereby.

(34) ~~Beneficial~~Ayrton ~~ownership~~Capital ~~includes 5~~LLC,~~083,190~~ ~~shares~~the ofinvestment ~~common~~manager ~~stock~~to ~~issuable~~Alto ~~upon~~Opportunity ~~conversion~~Master ~~of the Note and 1~~Fund,~~739,190~~ ~~shares~~SPC of- ~~common~~Segregated ~~stock~~Master ~~issuable~~Portfolio ~~upon~~B, ~~exercise~~has ofdiscretionary ~~the~~authority ~~Warrant~~to ~~(taking~~vote ~~into~~and ~~account~~dispose ~~the 50% reduction~~ of the ~~number of~~ shares ~~issuable~~held ~~upon~~by ~~exercise~~Alto ofOpportunity ~~the~~Master ~~Warrant~~Fund, ~~upon~~SPC ~~this~~- ~~Registration~~Segregated ~~Statement~~Master ~~being~~Portfolio ~~declared~~B ~~effective).~~(“Alto ~~The~~Opportunity ~~securities~~Master ~~are~~Fund ~~directly~~B”) ~~owned~~and bymay ~~Lind~~be ~~Global~~deemed ~~Fund~~to IIbe ~~LP. Jeff Easton is~~ the ~~Managing~~beneficial ~~Member~~owner of ~~The~~these ~~Lind~~shares. ~~Partners,~~Waqas ~~LLC~~Khatri, ~~which~~in ishis ~~the~~capacity ~~Investment~~as ~~Manager~~Managing Member of ~~Lind~~Ayrton ~~Global~~Capital ~~Fund II LP~~LLC, ~~and~~may inalso ~~such~~be ~~capacity~~deemed ~~has~~to ~~the~~have ~~right~~investment todiscretion ~~vote~~ and ~~dispose~~voting ofpower over the ~~securities~~shares held by ~~such~~Alto ~~entities.~~Opportunity ~~Mr.~~Master ~~Easton~~Fund ~~disclaims~~B. ~~beneficial~~Ayrton ~~ownership~~Capital ~~over~~LLC ~~the~~and ~~securities~~Mr. ~~listed~~Khatri ~~except~~each todisclaim ~~the~~any ~~extent~~beneficial ownership of ~~his~~these ~~pecuniary interest therein~~shares. The address ~~for~~of ~~Lind~~Ayrton ~~Global~~Capital ~~Fund~~LLC ~~II LP~~ is ~~444~~55 ~~Madison~~Post ~~Avenue~~Rd West, ~~41st~~2nd Floor, ~~New York~~Westport, NYCT ~~10022~~06880.

- 39 -

PLAN OF DISTRIBUTION

The Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The ~~selling~~Selling ~~stockholder~~Stockholder may use any one or more of the following methods when selling securities:

●· ordinary brokerage transactions and transactions in which the broker -dealer solicits ~~purchasers~~buyers;

●· block trades in which the broker -dealer will attempt to sell the securities as agent but may ~~position and resell a portion of the block as principal to facilitate the transaction~~

●· ~~purchases~~position byand resell a ~~broker~~portion ~~dealer~~of the block as principal ~~and~~to ~~resale~~facilitate by the ~~broker dealer for its account~~transaction;

●· anpurchases ~~exchange~~by ~~distribution~~a inbroker-dealer ~~accordance~~as ~~with~~principal ~~the~~and ~~rules~~resale ofby the ~~applicable~~broker-dealer ~~exchange~~for its account;

●· ~~privately~~an ~~negotiated~~exchange ~~transactions~~distribution in accordance with the rules of the applicable exchange;

●· ~~settlement~~privately ofnegotiated ~~short sales~~transactions;

●· insettlement ~~transactions through broker dealers that agree with the selling stockholder to sell a specified number~~ of ~~such~~short ~~securities at a stipulated price per security~~sales;

●· ~~through~~in ~~the~~transactions ~~writing~~through orbroker-dealers ~~settlement~~that ofagree ~~options~~with orthe ~~other~~Selling ~~hedging~~Stockholder ~~transactions,~~to ~~whether~~sell ~~through an options exchange or otherwise;~~a

●· aspecified ~~combination~~number of ~~any~~ such ~~methods~~securities ofat ~~sale;~~a orstipulated price per security;

●· ~~any~~through ~~other~~the ~~method~~writing ~~permitted~~or ~~pursuant~~settlement toof ~~applicable~~options ~~law.~~or other hedging transactions, whether through

~~-25-~~· an options exchange or otherwise;

~~Table~~· a combination of ~~Contents~~any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker -dealers engaged by the Selling Stockholder may arrange for other brokers -dealers to participate in sales. Broker -dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker -dealer acts as agent for the ~~purchaser~~Buyer of securities, from the ~~purchaser~~ Buyer) in amounts to be negotiated, but, except as set forth in ana ~~amendment or~~ supplement to this ~~prospectus~~Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

~~The~~We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any ~~broker-dealers~~volume or ~~agents~~manner-of-sale ~~that~~limitations ~~are~~by ~~involved~~reason inof ~~selling~~Rule 144, without the ~~securities~~requirement ~~may~~for bethe ~~deemed~~Company to be ~~“underwriters”~~in ~~within~~compliance with the ~~meaning~~current ofpublic information under Rule 144 under the Securities Act inor ~~connection~~any ~~with~~other ~~such~~rule ~~sales.~~of Insimilar ~~such~~effect ~~event,~~or ~~any~~(ii) ~~commissions~~all of ~~received~~the bysecurities ~~such~~have ~~broker-dealers or~~been ~~agents~~sold ~~and~~pursuant ~~any~~to ~~profit~~this onprospectus ~~the~~or ~~resale~~Rule of144 under the ~~securities~~Securities ~~purchased~~Act byor ~~them~~any ~~may~~other berule ~~deemed~~of tosimilar effect. The resale securities will be ~~underwriting~~sold ~~commissions~~only through registered or ~~discounts~~ licensed brokers or dealers if required under ~~the~~applicable ~~Securities~~state ~~Act~~securities laws. ~~The~~In ~~Selling~~addition, ~~Stockholder~~in ~~has~~certain ~~informed~~states, usthe ~~that~~resale itsecurities ~~does~~covered hereby may not be sold unless they have ~~any~~been ~~written~~registered or ~~oral~~qualified for ~~agreement~~sale in the applicable state or ~~understanding, directly~~an exemption from the registration or ~~indirectly,~~qualification ~~with~~requirement ~~any~~is ~~person~~available toand ~~distribute~~is ~~the~~complied ~~securities~~with.

WeUnder applicable rules ~~are~~and ~~required~~regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to ~~pay~~the ~~certain~~shares ~~fees~~of ~~and~~common ~~expenses~~stock ~~incurred~~for bythe usapplicable ~~incident~~restricted period, as defined in Regulation M, prior to the ~~registration~~commencement of the ~~securities~~distribution. WeIn ~~have~~addition, ~~agreed~~the Selling Stockholder will be subject to ~~indemnify~~applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of common stock by the Selling Stockholder ~~against~~or ~~certain~~any ~~losses,~~other ~~claims,~~person. ~~damages~~We will make copies of this prospectus available to the Selling Stockholder and ~~liabilities,~~have informed them of the need to deliver a copy of this prospectus to each Buyer at or prior to the time of the sale (including ~~liabilities~~by compliance with Rule 172 under the Securities Act).

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of 40 -sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

-26-

Table of Contents

DESCRIPTION OF SECURITIES

Authorized Capital

We are authorized to issue 200,000,000 shares of common stock, having a par value of $0.0001 per share, and 1,000,000 shares of preferred stock, having a par value of $0.0001 per share.

Outstanding Capital Stock

As of ~~September~~June 510, ~~2022~~2026, we had 4261,~~857~~281,~~260~~308 shares of common stock issued and outstanding and we had ~~296~~74 registered holders of our shares of common stock. As of ~~September~~June 510, ~~2022~~2026, we had outstanding options to acquire 46,~~545~~039,~~500~~100 shares of our common stock held by employees, directors, officers and consultants granted options to purchase shares of our common stock, as well as outstanding warrants to purchase 5 8,~~324~~175,~~429~~595 shares of common stock. As of ~~September~~June 510, ~~2022~~2026, we had a ~~$730,000~~senior secured convertible ~~debenture~~note in the outstanding ~~convertible~~principal ~~into~~amount ~~182~~of $5,~~500 shares~~000,000 ofissued ~~common~~to ~~stock~~the Selling Shareholder.

Common Stock

Holders of our common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative voting. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our ~~board~~Board of ~~directors~~Directors out of legally available funds. However, the current policy of our ~~board~~Board of ~~directors~~Directors is to retain earnings, if any, for the operation and expansion of the Company. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding preferred stock. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. All issued and outstanding shares of common stock are fully-paid and non-assessable.

Transfer Agent and Registrar

Our transfer agent is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, New York, U.S.A. 11598.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market for Common Stock

Our common stock began trading on the Nasdaq Capital Market on December 28, 2021 under the symbol “FNGR”, and before that it traded on the OTCQX operated by OTC Markets Group Inc. under the symbol “FNGR”. Trading volume in our shares may be sporadic and the price could experience volatility. The following table sets forth the high and low bid prices relating to our common stock for the periods indicated as quoted by the Nasdaq Capital Market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Quarter Ended	High Bid		Low Bid
August 31, 2022	$	2.30	$	0.83
May 31, 2026	$	1.57	$	0.7501
May 31, 2022	$	2.99	$	1.24
February 29, 2026	$	1.68	$	1.05
February 28, 2022	$	9.25	$	2.03
November 30, 2025	$	2.20	$	1.21
November 30, 2021	$	7.24	$	4.00
August 31, 2025	$	3.00	$	1.36
August 31, 2021	$	8.00	$	3.22
May 31, 2025	$	5.20	$	1.12
May 31, 2021	$	13.80	$	7.00
February 29, 2025	$	2.70	$	1.03
February 28, 2021	$	12.00	$	10.50
November 30, 2024	$	2.46	$	1.79
November 30, 2020	$	6.15	$	5.79
August 31, 2024	$	3.26	$	1.63
August 31, 2020	$	3.80	$	3.26
May 31, 2024	$	3.96	$	1.92
May 31, 2020	$	0.45	$	0.28
February 29, 2024	$	4.50	$	2.05
February 29, 2020	$	1.40	$	0.51

~~On September 6, 2022, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.851 per share.~~- 41 -

~~-27-~~On June 10, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $0.6342 per share.

~~Table~~Holders of ~~Contents~~Common Shares

~~Holders~~As of June 10, 2026, there were approximately 74 holders of record of our common stock as reported by our transfer agent, VStock Transfer, LLC, which does not include shareholders whose shares are held in street or nominee names.

As of September 5, 2022, there were approximately 296 holders of record of our common stock as reported by our transfer agent, VStock Transfer, LLC, which does not include shareholders whose shares are held in street or nominee names.Dividends

~~Dividend~~We have never declared or paid any cash dividends ~~Policy~~on our capital stock. We intend to use the net proceeds from any offerings of our securities and our future earnings, if any, to finance the further development and expansion of our business and do not intend or expect to pay cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, outstanding indebtedness, and plans for expansion and restrictions imposed by lenders, if any.

NoMANAGEMENT’S ~~dividends~~DISCUSSION ~~have~~AND ~~ever~~ANALYSIS ~~been~~OF ~~declared~~FINANCIAL ~~by the Board of Directors on our common stock, and we do not anticipate paying any cash dividends on~~CONDITION ~~our~~AND ~~common~~RESULTS ~~stock~~OF ~~in the foreseeable future.~~OPERATIONS

~~Management’s~~The following discussion and analysis should ~~Discussion~~be read in conjunction with our financial statements and ~~Analysis~~related notes included elsewhere in this prospectus. This discussion and analysis and other parts of ~~Financial~~this ~~Condition~~prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and ~~Results~~assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of ~~Operations~~selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-looking Statements.”

The following discussion and analysis should be read in conjunction with “Selected Financial Data” and our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”Introduction

The following discussion summarizes the results of operations for each of our fiscal years ended February 28, 2026 and February 28, 2025 and our financial condition as at February 28, 2026 and February 28, 2025, with a particular emphasis on fiscal 2026, our most recently completed fiscal year.

Overview

The Company ~~operates~~is ~~the~~a ~~following~~mobile ~~lines~~services, ofdata, ~~business:~~and ~~(i)~~technology company ~~Telecommunications~~incorporated ~~Products~~in ~~and~~Delaware, ~~Services;~~USA, ~~(ii)~~with ~~Value~~its ~~Added~~head ~~Product~~office ~~and~~located ~~Services;~~at 111 Somerset Road, Level 3, Singapore 283164. As described elsewhere ~~(iii)~~in ~~SMS~~this ~~and~~prospectus, ~~MMS~~the ~~Services;~~Company ~~(iv)~~has been organized as a ~~Rich~~holding ~~Communication~~company ~~Services~~and ~~(RCS)~~conducts ~~platform;~~a ~~(v)~~significant ~~Big~~part ~~Data~~of ~~Insights;~~its operations through its subsidiaries and ~~(vi)~~through contractual agreements with JiuGe Technology, the VIE based in China. The Company indirectly owns 100% of the equity of JiuGe Management, a ~~Video~~WFOE ~~Game~~that ~~Division~~has entered into the VIE Agreements which gives the Company operational control over JiuGe Technology ~~(inactive)~~and consolidates its financial results.

The Company operates its business across four primary segments:

telecommunications products and services;

marketplace platform and digital commerce infrastructure solutions;

data and analytics platform solutions; and

advanced technology and platform solutions.

- 42 -

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 sectors. 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.

- 43 -

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. Management’s 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 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.

Development of Data and Analytics Platform Solutions

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.

- 44 -

Advancement of Advanced Technology and Platform Solutions

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.

Results of Operations

~~Three Months~~Year Ended ~~May~~February 3128, ~~2022~~2026 Compared to Year ~~Three Months~~ Ended ~~May~~February 3128, ~~2021~~2025

The following table sets forth our results of operations for the ~~periods~~fiscal ~~indicated~~years ended February 28, 2026 and February 28, 2025:

	For the three months ended
	Year Ended February 28, 2026			Year Ended February 28, 2025
	May 31, 2022			May 31, 2021
Revenue	$	24,132,261		$	35,607,614
Revenue	$	4,855,123		$	5,996,489
Cost of revenue	$	(23,438,416	)	$	(32,843,907	)
Cost of revenue	$	(4,478,052	)	$	(5,376,792	)
Total operating expenses	$	(7,633,882	)	$	(8,712,708	)
Total operating expenses	$	(1,812,491	)	$	(1,475,579	)
Total other income (expenses)	$	(101,296	)	$	(39,462	)
Total other income (expenses)	$	(9,248	)	$	(53,624	)
Net Loss attributable to the Company’s stockholders	$	(6,997,770	)	$	(5,112,804	)
Net Loss attributable to the Company’s shareholders	$	(1,444,123	)	$	(911,890	)
Foreign currency translation adjustment	$	859,172		$	(176,265	)
Foreign currency translation adjustment	$	(305,370	)	$	60,184
Comprehensive loss attributable to the Company	$	(6,139,142	)	$	(5,288,467	)
Comprehensive loss attributable to the Company	$	(1,749,404	)	$	(851,870	)
Basic Loss Per Share attributable to the Company		(0.12	)		(0.09	)
Basic Loss Per Share attributable to the Company	$	(0.03	)	$	(0.02	)
Diluted Loss Per Share attributable to the Company		(0.12	)		(0.09	)
Diluted Loss Per Share attributable to the Company	$	(0.03	)	$	(0.02	)

-28-

Table of Contents

Revenue

The following table sets forth the Company’s revenue from its three lines of business for the periods indicated:

	For the three months ended
	Year Ended February 28, 2026		Year Ended February 28, 2025			Change (%)
	May 31, 2022		May 31, 2021			Change (%)
Telecommunication Products & Services	$	23,937,558	$	35,396,655			-32	%
Telecommunication Products & Services	$	1,516,125	$	1,737,080			-13	%
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	25,037	$	80,592			-69	%
SMS & MMS Business	$	3,338,998	$	4,160,694			-20	%
Advanced Technology & Platform Solutions	$	141,886	$	188,576			-25	%
Big Data	$	—	$	98,715			-100	%
Data & Analytics Platform Solutions	$	27,780	$	(58,209	)		148	%
Total Revenue	$	424,~~855~~132,~~123~~261	$	535,~~996~~607,~~489~~614			-1932	%

We recorded $424,~~855~~132,~~123~~261 in revenue for the ~~quarter~~ year ended ~~May~~February 3128, ~~2022~~2026, a decrease of $111,~~141~~475,~~366~~353 or 1932%, compared to the ~~quarter~~year ended ~~May 31~~February 28, ~~2021~~2025. This decrease ~~resulted~~was ~~from~~primarily ~~decrease~~attributable to ina ~~revenue~~decline of $~~220~~11,~~955~~459,097 ~~$821,696~~in ~~and~~revenue ~~$98,715~~ from our Telecommunication Products & Services, ~~SMS~~segment. &Within ~~MMS~~this ~~business and Big Data business~~segment, ~~respectively.~~revenue ~~The~~from ~~current outbreak of Covid-19 in China and the “lockdown’~~sales ~~in parts~~ of ~~China~~mobile ~~have~~devices ~~slightly~~amounted ~~affected~~to ~~our operation~~$7,410,130 ~~thus~~for ~~seeing~~ the ~~drop~~year inended ~~the~~February ~~revenues.~~28, ~~As of the date of this report~~2026, ~~all~~compared ~~operations are slowly moving back~~ to ~~pre-lockdown~~$17,964,650 ~~period.~~for Wethe ~~principally~~year ~~earn~~ended ~~revenue~~February ~~by providing mobile payment and recharge services to customers~~28, ~~of telecommunications companies in China. Specifically~~2025, werepresenting ~~earn~~ a ~~negotiated~~decrease ~~rebate~~of ~~amount from the telecommunications companies for all monies paid by consumers to those companies that we process. As we continue to develop our mobile recharge business~~$10, ~~we expect that revenues will continue to grow~~554,520. ~~Our SMS texting service has grown substantially compared to last year.~~ The ~~growth~~overall isdecrease ~~expected~~was toalso ~~flourish further~~attributable ~~with the Company continuing~~ to ~~make~~decreases ~~prepayments to purchase large bulks~~ of ~~inventories~~$55,555 tofrom beMarketplace ~~resold to our increasing corporate~~Platform ~~clientele.~~and WeDigital ~~also~~Commerce ~~earned~~Infrastructure ~~revenue~~Solutions, ~~during~~mainly the ~~most~~DaGe ~~recently~~Platform ~~completed~~and ~~fiscal~~$46,690 ~~year~~ from ~~our~~Advanced ~~new~~Technology ~~venture on subscription plan acquisition~~ and ~~mobile~~Platform ~~phone~~Solutions, ~~sales. The Company expects and hopes that these new product offerings will continue to provide additional revenue for~~primarily the ~~Company~~C2 ~~in the future~~Platform. ~~During~~These ~~the~~decreases ~~last~~were ~~quarter~~partially ofoffset ~~the~~by ~~fiscal~~an ~~year,~~increase ~~our Big Data division secured a contract with Pacific Life Re, a global life reinsurance serving the insurance industry with comprehensive suite~~ of ~~products and services~~$85,989 toin ~~develop~~revenue ~~a holistic multi-faceted risk rating concept, leveraging the Company’s proprietary approach to analytics by drawing data~~ from ~~novel~~Data ~~sources~~ and ~~filtering them~~Analytics ~~through~~Platform ~~advance algorithms with the ultimate goal to apply new insights generated from our FingerMotion’s predictive model~~Solutions, tomainly the ~~traditional~~Sapientus ~~insurance industry~~Platform. ~~This division has since recorded revenue and we expect additional revenue from this division in the future.~~

- 45 -

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. 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

The following table sets forth the Company’s cost of revenue for the periods indicated:

	For the three months ended
	Year Ended February 28, 2026		Year Ended February 28, 2025
	May 31, 2022		May 31, 2021
Telecommunication Products & Services	$	23,270,576	$	32,532,881
Telecommunication Products & Services	$	1,220,962	$	1,474,203
Marketplace Platform & Digital Commerce Infrastructure Solutions	$	48,049	$	151,065
SMS & MMS Business	$	3,257,090	$	3,812,589
Advanced Technology & Platform Solutions	$	119,791	$	159,961
Big Data	$	—	$	90,000
Data & Analytics Platform Solutions	$	—	$	—
Total Cost of Revenue	$	423,~~478~~438,~~052~~416	$	532,~~376~~843,~~792~~907

We recorded $423,~~478~~438,~~052~~416 in costs of revenue for the ~~quarter~~year ended ~~May~~February 3128, ~~2022~~2026, a decrease of $~~898~~9,~~740~~405,491 or 1729%, compared to the ~~quarter~~year ended ~~May~~ 31February 28, ~~2021~~2025. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales in China. To earn this revenue, we incur cost of the product, certain customer acquisition costs, including discounts, topromotion ~~our~~and ~~customers~~marketing initiatives aimed at user growth and ~~promotional~~partner ~~expenses~~engagement, ~~which~~particularly isin our emerging segments, which are reflected in our cost of revenue.

Gross ~~profit~~ Profit

Our gross profit for the ~~quarter~~year ended ~~May~~February 3128, 2026 ~~2022~~ was $~~377~~693,~~071~~845, a decrease of $~~242~~2,~~626~~069,862 or 3975%, compared to the ~~quarter~~year ended ~~May~~February 3128, ~~2021~~2025. Cost of revenue primarily consists of ~~This~~product ~~decrease~~costs and transaction-related costs incurred in ~~gross~~connection ~~profit~~with ~~resulted~~mobile ~~from~~payment ~~lower~~and ~~revenue~~recharge ~~for~~services provided to customers of telecommunications companies in China. As transaction activity declined during the ~~period~~year due to working capital constraints, the associated variable costs declined proportionately.

-29 46 -

Table of Contents

Amortization & Depreciation

We recorded amortization & depreciation of $14351,~~172~~204 for intangible assets & fixed assets for the ~~quarter~~year ended ~~May~~February 3128, ~~2022~~2026, aan ~~decrease~~increase of $~~249~~194,707 or 2124%, compared to the ~~quarter~~ year ended ~~May~~February 3128, ~~2021~~2025. The increase resulted from the purchase of software IP.

General & Administrative Expenses

The following table sets forth the Company’s general and administrative expenses for the periods indicated:

	For the three months ended
	May 31, 2022		May 31, 2021
Accounting	$	49,377	$	39,743
Consulting	$	321,615	$	355,843
Entertainment	$	46,389	$	39,507
IT	$	9,091	$	14,267
Rent	$	33,269	$	25,135
Salaries & Wages	$	560,323	$	588,427
Technical Fee	$	23,370	$	23,114
Travelling	$	7,410	$	27,589
Others	$	188,706	$	66,122
Total G&A Expenses	$	1,239,550	$	1,179,747

We recorded $1,239,550 in general and administrative expenses for the quarter ended May 31, 2022, an increase of $59,803 or 5%, compared to the quarter ended May 31, 2021. The increase is principally the result of the commencement and building of our five lines of businesses.

Marketing Cost

The following table sets forth the Company’s marketing cost for the periods indicated:

	For the three months ended
	May 31, 2022		May 31, 2021
Marketing Cost	$	57,191	$	85,007

We recorded $57,191 in marketing cost for the quarter ended May 31, 2022 for our telecommunication products and services business. Marketing costs represent the costs of promoting our product offerings through all our platforms.

Research & Development

The following table sets forth the Company’s research & development for the periods indicated:

	For the three months ended
	May 31, 2022		May 31, 2021
Research & Development	$	211,647	$	135,429

We incurred fees of $211,647 in research & development for the quarter ended May 31, 2022 as compared to $135,429 for the quarter ended May 31, 2021. The increase of $76,218 or 56% was due to increase in headcount for the Research & Development team and higher data access and usage fees charged by telecommunications companies.

The Insurtech division of FingerMotion 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 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.

-30-

Table of Contents

The expenses for research & development include associated wages and salaries, data access fees and IT infrastructure.

The 1st stage of prototyping on Phase 1 - analytical framework and business applications have been completed and target to commercialize by the second quarter this year.

Share Compensation Expenses

The following table sets forth the Company’s share compensation expenses for the periods indicated:

	For the three months ended
	May 31, 2022		May 31, 2021
Share compensation expenses	$	289,931	$	60,975

We incurred fees of $289,931 in share issuance for consultants in consideration of the services which have been provided to the company for the quarter ended May 31, 2022 as compared to $60,975 for the quarter ended May 31, 2021. The increase of $228,956 or 375% was due to the engagement of consultants to the Company that were compensated with shares of the Company. The rationale is to minimize the usage of cash by the Company for the Company to invest in revenue generating activities.

Operating Expenses

We recorded $1,812,491 in operating expenses for the quarter ended May 31, 2022, as compared to $1,475,579 in operating expenses for the quarter ended May 31, 2021. The increase of $336,912 or 23%, for the quarter ended May 31, 2022 is as set forth above.

Net Loss attributable to the Company’s shareholders

The net loss attributable to the Company’s shareholders was $1,444,123 for the quarter ended May 31, 2022 and $911,890 for the quarter ended May 31, 2021. The increase in net loss attributable to the Company’s shareholders of $532,233 or 58% resulted primarily from the lower revenue and the increase in total operating expenses as discussed above.

Results of Operations for the years ended February 28, 2022 and 2021

The following table sets forth our results of operations for the fiscal years ended February 28, 2022 and February 28, 2021:

	Year Ended February 28, 2022			Year Ended February 28, 2021
Revenue	$	22,927,415		$	16,683,570
Cost of revenue	$	(20,113,294	)	$	(15,036,876	)
Total operating expenses	$	(7,681,356	)	$	(5,871,877	)
Total other income (expenses)	$	(73,313	)	$	(152,891	)
Net Loss attributable to the Company’s shareholders	$	(4,943,444	)	$	(4,381,974	)
Foreign currency translation adjustment	$	(2,995	)	$	136,942
Comprehensive loss attributable to the Company	$	(4,946,696	)	$	(4,245,567	)
Basic Loss Per Share attributable to the Company		(0.12	)		(0.13	)
Diluted Loss Per Share attributable to the Company		(0.12	)		(0.13	)

-31-

Table of Contents

Revenues

The following table sets forth the Company’s revenue from its three lines of business for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021		Change (%)
Telecommunication Products & Services	$	8,657,277	$	3,211,103		170	%
SMS & MMS Business	$	14,138,720	$	13,439,390		5	%
Big Data	$	131,418	$	33,077		297	%
Total Revenue	$	22,927,415	$	16,683,570		37	%

We recorded $22,927,415 in revenue for the year ended February 28, 2022, an increase of $6,243,845 or 37%, compared to the year ended February 28, 2021. This increase resulted from an increase in revenue of $5,446,174, $699,330 and $98,341 from our Telecommunication Products & Services, SMS & MMS business and Big Data business, respectively. We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. Specifically, we earn a negotiated rebate amount from the telecommunications companies for all monies paid by consumers to those companies that we process. As we continue to develop our mobile recharge business, we expect that revenues will continue to grow especially on the new collaboration with China Mobile on Fujian province. Subscription plans and mobile phone sales are other revenues that contributed to the Telecommunication Products & Services revenue. Our SMS texting service saw a slight improvement compared to last year as we are redistributing our resources to expand the Telecommunication Products & Services as opportunity arises. This trend will continue to better manage our resources to enable a healthier overall profit margin. The Company expects and hopes that these new product offerings will continue to provide additional revenue for the Company in the future. During the last quarter of FY2021, our Big Data division secured a contract with Pacific Life Re, a global life reinsurance serving the insurance industry with comprehensive suite of products and services, to develop a holistic multi-faceted risk rating concept, leveraging the Company’s proprietary approach to analytics by drawing data from novel sources and filtering them through advance algorithms with the ultimate goal to apply new insights generated from our FingerMotion’s predictive model to the traditional insurance industry. The revenue recorded flowed into the current year and we expect additional revenue from this division in the future.

Cost of Revenue

The following table sets forth the Company’s cost of revenue for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021
Telecommunication Products & Services	$	6,517,568	$	2,412,178
SMS & MMS Business	$	13,235,726	$	12,624,698
Big Data	$	360,000	$	—
Total Cost of Revenue	$	20,113,294	$	15,036,876

We recorded $20,113,294 in costs of revenue for the year ended February 28, 2022, an increase of $5,076,418 or 34%, compared to the year ended February 28, 2021. As previously mentioned, we principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies, subscription plans and mobile phone sales in China. To earn this revenue, we incur cost of the product, certain customer acquisition costs, including discounts to our customers and promotional expenses, which is reflected in our cost of revenue.

Gross profit

Our gross profit for the year ended February 28, 2022 was $2,814,121, an increase of $1,167,427 or 71%, compared to the year ended February 28, 2021. This increase in gross profit resulted from higher revenue for the period as well as an improved margin. The gross profit margin for the fiscal year ended February 28, 2022 is 12.27% compared to a gross margin of 9.87% for the fiscal year ended February 28, 2021.

Amortization & Depreciation

We recorded depreciation of $57,894 for fixed assets for the year ended February 28, 2022, an increase of $30,839 or 114%, compared to the year ended February 28, 2021. This increase resulted from the purchase of equipment.

-32-

Table of Contents

General and Administrative Expenses

The following table sets forth the Company’s general and administrative expenses for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021
	Year Ended February 28, 2026		Year Ended February 28, 2025
Accounting	$	~~195~~247,~~948~~671	$	~~147~~330,~~614~~021
Consulting	$	21,~~022~~265,~~397~~334	$	1,~~673~~768,~~925~~516
Entertainment	$	~~212~~178,~~584~~181	$	~~152~~321,~~290~~404
IT	$	~~101~~59,~~470~~482	$	7164,~~369~~945
Rent	$	~~111~~150,~~690~~470	$	~~107~~22,~~730~~746
Salaries & Wages	$	2,~~116~~191,~~307~~595	$	12,~~687~~452,~~977~~796
Technical Fee	$	~~127~~136,~~487~~596	$	44144,~~316~~202
Travelling	$	~~103~~181,~~405~~904	$	~~101~~386,~~027~~408
Others	$	~~289~~638,~~294~~187	$	~~260~~954,~~632~~733
Total G&A Expenses	$	5,~~280~~049,~~582~~420	$	46,~~246~~445,~~880~~771

We recorded $5,~~280~~049,~~582~~ 420 in general and administrative expenses for the year ended February 28, ~~2022~~2026, ana ~~increase~~decrease of $1,~~033~~396,~~702~~351 or 2422%, compared to the year ended February 28, ~~2021~~2025. The ~~increased~~decrease was primarily due to lower salaries & wages, traveling, entertainment, accounting, consulting and other ~~staff~~miscellaneous ~~salaries~~expenses ~~are~~compared ~~principally~~to the ~~result~~prior year. General and administrative expenses consist of ~~the~~personnel-related ~~commencement~~costs, professional and ~~building of~~accounting ~~our~~services, ~~three~~and ~~lines~~general ofoffice ~~businesses~~and operational expenses necessary to support regulatory compliance. ~~Costs~~These ~~have~~expenses ~~also~~include ongoing ~~increased~~costs ~~due~~associated towith ~~our~~corporate ~~up-listing~~governance, ~~process~~audit ~~which~~and ~~includes~~regulatory ~~some~~filings, ~~engagement~~consulting ofand ~~consultants to~~advisory ~~assist~~services, ~~the~~as ~~Company~~well inas ~~the~~operational support ~~process~~across our business segments.

Marketing ~~Cost~~ Costs

The following table sets forth the Company’s marketing ~~cost~~costs for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021
	Year Ended February 28, 2026		Year Ended February 28, 2025
Marketing Cost	$	641,917	$	364,160
Marketing Costs	$	83,197	$	276,258

We recorded $~~641~~83,~~917~~197 in marketing ~~cost~~costs for the year ended February 28, ~~2022~~2026, ~~for~~a ~~our~~decrease ~~telecommunication~~of ~~products~~$193,061 ~~and~~or ~~services~~70% ~~business~~compared to the year ended February 28, 2025. ~~Marketing~~The decrease was primarily attributable ~~costs~~to ~~represent~~reduced marketing and promotional activities during the ~~costs~~year, ofreflecting ~~promoting~~cost ~~our~~control ~~product~~measures ~~offerings~~implemented ~~through~~in ~~all~~response ~~our~~to ~~platforms~~liquidity constraints.

Research & Development

The following table sets forth the Company’s research & development for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021
	Year Ended February 28, 2026		Year Ended February 28, 2025
Research & Development – Big Data	$	923,387	$	552,343
Research & Development	$	411,925	$	632,767

We recorded $923,387 in research & development for the year ended February 28, 2022, as compared to $552,343 for the year ended February 28, 2021. The increase of $371,044 or 67% was due to increase in headcount for the Research & Development team and higher data access and usage fee charged by telecommunications company.- 47 -

~~The Insurtech~~We ~~division~~recorded of$411,925 ~~FingerMotion~~in ~~focuses~~research on& ~~consumer behavioral insights extraction~~ development for the ~~purpose~~year ofended ~~risk~~February ~~assessment.~~28, ~~Insights~~2026, ~~are derived~~a ~~from~~decrease ~~various~~of ~~data~~$220,842 ~~sources~~or ~~with~~35% ~~the~~compared ~~primary~~to ~~sources being~~ the ~~telecommunication~~year ~~data.~~ended ~~The~~February ~~initial~~28, ~~phase~~2025. ofResearch ~~business~~and ~~application~~development isexpenses toprimarily ~~focus~~consist onof ~~insurance~~personnel-related ~~industry~~costs. ~~particularly~~Activities induring the ~~area~~year ofremained ~~underwriting~~limited ~~risk~~in ~~rating~~scope, ~~complementary~~with ~~claims~~expenditures ~~adjudication and assessment,~~aligned ~~and~~to ~~risk~~our ~~segmentation~~available &working ~~market penetration~~capital.

~~This division~~Credit ~~comprises~~Impairment ~~of experienced actuaries, data scientists and computer programmers.~~Loss

The ~~expenses~~ ~~for~~following ~~research~~table &sets ~~development~~forth ~~include~~the ~~associated~~Company’s credit ~~wages~~impairment ~~and~~loss ~~salaries,~~for ~~data~~the ~~access~~periods ~~fees and IT infrastructure.~~indicated:

-33-

		Year Ended February 28, 2026				Year Ended February 28, 2025
Credit impairment loss		$	1,207,516			$	439,613

~~Table~~We recorded $1,207,516 in credit impairment loss for the year ended February 28, 2026, an increase of ~~Contents~~$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. The provision reflects a prudent assessment of expected credit risk, while management continues to monitor collections and credit exposure on an ongoing basis.

The 1st stage of prototyping on Phase 1 - analytical framework and business applications have been completed and target to commercialize by the middle of calendar 2022.

Share Compensation Expenses

The following table sets forth the Company’s share compensation expenses for the periods indicated:

	Year Ended February 28, 2022		Year Ended February 28, 2021
	Year Ended February 28, 2026		Year Ended February 28, 2025
Share compensation expenses	$	~~777~~530,~~576~~620	$	~~640~~761,~~394~~802

We incurred fees of $~~777~~530,~~576~~620 in share issuance for consultants in consideration of ~~the~~ services ~~which~~and ~~have~~stock ~~been~~option ~~provided~~compensation toexpenses ~~the company~~ for the year ended February 28, ~~2022~~2026 as compared to $~~640~~761,~~394~~802 for the year ended February 28, ~~2021~~2025. The ~~increase~~decrease of $~~137~~231,182 or 2130% was due to ~~more~~the reduced engagement of consultants ~~being~~to the Company that were compensated with shares of ~~the~~our ~~Company.~~common ~~The~~stock, ~~rationale~~which ishighlights our effort to minimize ~~the~~equity ~~usage~~issuances as part of ~~cash~~our broader byfinancial ~~the~~strategy ~~Company~~to ~~in order~~optimize ~~for~~equity ~~the~~issuances. ~~Company~~However, we will continue to ~~invest~~employ inequity ~~revenue~~compensation ~~generating~~for ~~activities~~consultants selectively, aligning with our strategic and financial objectives.

Operating Expenses

We recorded $7,~~681~~633,~~356~~882 in operating expenses for the year ended February 28, ~~2022~~2026 as compared to $58,~~871~~712,~~877~~708 in operating expenses for the year ended February 28, ~~2021~~2025. The ~~increase~~decrease of $1,~~809~~078,~~479~~826 or 3112% for the year ended February 28, ~~2022~~2026 is as set forth above.

Net Loss attributable to the Company’s ~~shareholders~~ stockholders

The net loss attributable to the Company’s stockholders ~~shareholders~~ was $46,~~943~~997,~~444~~770 for the year ended February 28, ~~2022~~2026 and $45,~~381~~112,~~974~~804 for the year ended February 28, ~~2021~~2025. The increase in net loss attributable to the Company’s ~~shareholders~~stockholders of $~~561~~1,~~470~~884,966 or 1337% ~~resulted~~is ~~primarily from the increase in total operating expenses~~ as ~~discussed~~set forth above.

- 48 -

Liquidity and Capital Resources

The following table sets out our cash and working capital as of ~~May~~February 3128, ~~2022~~2026 and February 28, ~~2022~~2025:

	As at May 31, 2022		As at February 28, 2022
	As at February 28, 2026		As at February 28, 2025
Cash reserves	$	~~805~~68,~~548~~596	$	~~461~~1,~~933~~128,135
Working capital	$	36,~~515~~093,~~768~~153	$	46,~~930~~902,~~441~~805

At ~~May~~ 31February 28, ~~2022~~2026, we had cash and cash equivalents of $~~805~~68,~~548,~~596 as compared to cash and cash equivalents of $~~461~~1,~~933~~128,135 at February 28, ~~2022~~2025. In order for us to continue to operate our mobile payment business, we must deposit funds with our telecommunication companies from time to time in order to obtain access to the mobile data and talk-time we make available to consumers on our portal. Accordingly, the amount of cash we have on hand fluctuates significantly from period to period as explained above to ensure our cash is being used efficiently by our operations to generate revenues. The Company otherwise does not have any planned capital expenditures and has historically funded its operations from revenues and sales of securities, including convertible debt securities. We believe that our cash on hand, cash equivalents and short-term investments, along with our revenues from operations, will fund our projected operating requirements, fund our current operations and repay our outstanding indebtedness, in each case, for at least the next 12 months. However, to grow our business substantially, we will need to increase the amount of funds we have deposited with the telecommunications companies for which we process mobile recharge payments. Accordingly, we expect to seek additional capital through public or private sales of our equity or debt securities, or both. We might also enter 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 or debt securities, or both, in order to increase our deposits with our telecommunications company clients, or if available, that such funding will be on terms acceptable to us.

~~-34-~~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. There can be no assurance that additional financing will be available on acceptable terms, or at all.

Table of Contents

Statement of Cashflows

The following table provides a summary of cash flows for the ~~three~~periods ~~months ended May 31, 2022 and 2021~~presented:

	For the three months ended
	Year Ended February 28, 2026			Year Ended February 28, 2025
	May 31, 2022			May 31, 2021
Net cash used in operating activities	$	(3,905,194	)	$	(8,179,304	)
Net cash used in operating activities	$	(421,968	)	$	(1,941,180	)
Net cash used in investing activities	$	(20,216	)	$	(4,115	)
Net cash used in investing activities	$	—		$	(4,401	)
Net cash provided by financing activities	$	2,863,503		$	7,776,249
Net cash provided by financing activities	$	730,000		$	1,826,694
Effect of exchange rates on cash & cash equivalents	$	2,368		$	18,073
Effect of exchange rates on cash & cash equivalents	$	35,583		$	57,922
Net increase (decrease) in cash and cash equivalents	$	(1,059,539	)	$	(389,097	)
Net increase (decrease) in cash and cash equivalents	$	343,615		$	(60,965	)

The following table provides a summary of cash flows for the years ended February 28, 2022 and 2021:

	Year Ended February 28, 2022			Year Ended February 28, 2021
Net cash used in operating activities	$	(5,847,862	)	$	(4,271,618	)
Net cash used in investing activities	$	(26,072	)	$	(238,485	)
Net cash provided by financing activities	$	5,414,194		$	5,174,600
Effect of exchange rates on cash & cash equivalents	$	70,956		$	83,301
Net increase (decrease) in cash and cash equivalents	$	(388,784	)	$	747,798

Cash Flow used in Operating Activities

Net cash used in operating activities decreased by $14,~~519~~274,~~212~~110 in the ~~three~~year ~~months~~ ended ~~May~~February 3128, ~~2022~~2026 compared to the ~~three~~year ~~months~~ ended ~~May 31~~February 28, ~~2021~~2025, primarily due to aincrease ~~decrease~~ in ~~account~~ accounts receivable of ($~~887~~10,~~094 (May 31~~974,384) ~~2021~~(2025: ($124,~~415~~860,~~203~~498)), ~~decrease~~increase in ~~prepayment~~other ~~and~~receivable ~~deposit~~ of ($~~326~~621,~~836~~761) (~~May~~2025: 311,399,140), ~~2021~~increase in inventories of ($109,386) (2025: ($2137,~~812,004~~354)), and decrease in ~~other~~lease ~~receivable~~liability of ~~$975~~ (~~May 31~~$8,487) ~~2021~~(2025: ($10100,~~307~~668)) ~~and~~offset ~~increase~~by, decrease in ~~accrual~~prepayment and ~~other~~deposit ~~payable~~ of $~~832~~2,~~880 (May 31~~124,453 ~~2021~~(2025: ($~~473~~1,~~587~~365,105);), ~~offset~~increase ~~by a decrease~~ in accounts payable of $8,016,055 (2025: $119,~~418~~665,~~270~~662) ~~(May~~and 31increase in accrual and other payables of $2,620,191 ~~2021~~(2025: ($~~170~~7,~~474~~788,318)).

Net cash used in operating activities increased by $1,576,244 in the year ended February 28, 2022 compared to the year ended February 28, 2021, primarily due to an increase in accounts receivable of ($775,837) (2021: ($1,437,329)), increase in prepayment and deposit of ($2,684,965) (2021:$1,975,673), increase in other receivable of ($32,545) (2021: ($906,265)), increase in inventories of ($6) (2021:($1,401)) and decrease in lease liability of ($3,191) (2021:$3,191) offset by an increase in accounts payable of $1,114,653 (2021: ($230,118)) and increase in accrual and other payables of $639,107 (2021: $2,509). The increase of prepayment and deposits were the key reasons for the higher cash flow used in operating activities which were crucial for the Company to continue to commit more deposits into the telcos to improve our revenue streams as noticeable in the current financial year.

Cash Flow used in Investing Activities

During the ~~quarter~~year ended ~~May~~February 3128, ~~2022~~2026, investing activities ~~decreased~~increased by $416,~~401~~101 compared to ~~quarter~~the year ended ~~May~~February 3128, ~~2021~~2025 due to the purchase of equipment.

During the year ended February 28, 2022, investing activities decreased by $212,413 compared to the year ended February 28, 2021. The decreased was due to the completed amortization of intangibles in the previous year. There were no new acquisition for the current financial year.

-35-

Table of Contents

Cash Flow provided by Financing Activities

During the ~~quarter~~year ended ~~May~~February 3128, ~~2022~~2026, net cash provided by financing activities ~~decreased~~was $2,863,503 compared to net cash provided by financing activities during the year ended February 28, 2025 of $17,~~096~~776,~~694~~249. ~~compared~~The decrease was primarily attributable to lower net borrowings during the ~~quarter~~year, including repayments of loans made earlier in the fiscal year. During the year ended ~~May~~February 3128, ~~2021~~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 purposes. 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 year ended February 28, 2022, financing activities provided cash of $5,414,194 compared to $5,174,600 during the year ended February 28, 2021. The increase of $239,594 in the year ended February 28, 2022 was primarily due to loan from non-~~controlling stockholder and proceeds from issuance of shares of our common stock.~~ 49 -

~~Off-balance~~During the fourth quarter of Fiscal 2026, we issued ~~sheet~~64,083 ~~arrangements~~shares of our common stock under the sales agreement pursuant to the ATM offering program for gross cash proceeds of $98,942. The total issuance costs were $2,474, all of which were related to compensation paid to the sales agent.

Our ATM offering is being conducted pursuant to an at-the-market issuance sales agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (the “Sales 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 on May 29, 2026, our annual report on Form 10-K for the fiscal year ended February 28, 2026, was deemed to update the Base Prospectus and ATM Prospectus Supplement for the purposes of section 10(a)(3) of the Securities Act. As of the date of the annual report, the aggregate market value of our common stock held by non-affiliates of our Company was 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. 116.26) to 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.

- 50 -

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Subsequent ~~events~~ Events

On ~~July~~ 5March 4, ~~2022~~2026, weFinger ~~issued~~Motion 5Company Limited,~~000~~ a ~~shares~~wholly owned subsidiary of ~~our~~the ~~common~~Company, ~~stock~~entered atinto a ~~deemed~~further ~~price~~extension agreement with Dr. Liew Yow Mingin respect of the remaining outstanding balance of SGD$5500,000 under the loan agreement dated July 18, 2024, extending the repayment date from March 4, 2026 to September 4, 2026.00 ~~per~~The ~~share~~loan had previously been extended on September 4, 2025, when the repayment date was extended from September 4, 2025 to ~~one~~March 4, ~~entity~~2026 ~~pursuant~~and the interest rate was revised to a24.5% ~~consulting agreement~~per annum. All other material terms remained unchanged.

On ~~July~~ 5May 13, ~~2022~~2026, wethe Company entered into the Purchase Agreement with the Selling Stockholder and issued the Note with an ~~aggregate~~original principal amount of 25$5,000,000 and an original issue discount of $700,000. The Note is convertible into shares of ~~our~~the Company’s common stock at aan ~~deemed~~initial fixed conversion price of $20.7094 per share, subject to ~~two~~adjustment ~~individuals~~as set forth in the Note. The Note and the shares issuable upon conversion were issued in a transaction ~~one~~exempt ~~entity~~from ~~pursuant~~registration tounder ~~consulting~~the ~~agreements~~Securities Act in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. See Prospectus Summary—The Note Private Placement” 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 holders of the Common Warrants and the Placement Agent are entitled to purchase an aggregate of 3,950,261 shares of common stock at a price of $0.94 per share.

Outstanding Share Data

At June 10, 2026, we have 61,281,308 issued and outstanding shares of common stock.

Critical Accounting Policies

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company, and its wholly-owned subsidiaries. All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

Variable interest entity

Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810, “Consolidation” (“ASC 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 financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de - facto agents, have the unilateral ability to exercise those rights. JiuGe Technology’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

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.- 51 -

Through the VIE agreements disclosed in Note 1 – 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-~~36-~~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.

~~Table~~Use of ~~Contents~~Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Certain Risks and Uncertainties

The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of 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 statements.

Foreign Currency Translation and Transactions

The Company’s reporting currency is the US dollar. 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

- 52 -

Identifiable Intangible Assets

Identifiable intangible assets are recorded at cost and are amortized over 3-10 years. Similar to tangible property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment of Long-Lived Assets

The Company classifies its long-lived assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – lived intangible assets.

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy, or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and the remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion.

Accounts Receivable, ~~and Concentration of Risk~~Net

Accounts receivable, ~~net~~ is stated at the amount the Company expects to collect,. orThe ~~the~~Company ~~net~~maintains ~~realizable~~allowances ~~value.~~for ~~The~~credit ~~Company~~losses ~~provides~~for aestimated ~~provision~~losses. Management considers the following ~~for~~factors ~~allowances~~when ~~that~~determining ~~includes~~the ~~returns~~collectability of specific accounts: historical experience, ~~allowances~~creditworthiness of the clients, aging of the receivables and ~~doubtful~~other ~~accounts~~specific ~~equal~~circumstances related to the ~~estimated~~accounts. ~~uncollectible~~Allowance ~~amounts.~~for ~~The~~credit ~~Company~~losses ~~estimates its~~is ~~provision~~made ~~for~~and ~~allowances~~recorded into administrative expenses based on ~~historical~~the ~~collection~~aging ~~experience~~of accounts receivable and aon ~~review~~any specifically identified receivables that may become uncollectible. Accounts receivable which are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted and the ~~current~~potential ~~status~~for recovery is considered remote. Our assessment considered the estimates of ~~trade~~expected ~~accounts~~credit ~~receivable~~and collectability trends. ItVolatility isin ~~reasonably~~market ~~possible~~conditions and evolving credit trends are difficult to predict and may cause variability and volatility that ~~the~~may have ~~Company’s~~an ~~estimate~~impact on our allowance for credit losses in future periods. Refer to Note 8 – Accounts Receivable, net of the ~~provision~~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 ~~will~~for ~~change~~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.

- 53 -

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.

Lease

Operating and finance lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, the Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use asset includes any lease payments made and lease incentives received prior to the commencement date. Operating lease right-of-use assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

-37-

Table of Contents

Cash and Cash Equivalents

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.

~~Property and~~ Equipment

~~Property and~~Equipment ~~equipment~~is ~~are~~ stated at cost. Depreciation 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. 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.

Earnings Per Share

Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.

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.

- 54 -

Revenue Recognition

The Company ~~adopted~~recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ~~(“ASC 606”) beginning on January 1~~, ~~2018~~when ~~using~~control ~~the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty~~ of ~~revenue~~ ~~and~~promised ~~cash flows arising from the entity’s contracts to provide~~ goods or services is transferred to customers. ~~The~~in ~~core~~an ~~principle~~amount ~~requires~~that anreflects ~~entity~~the toconsideration ~~recognize~~the ~~revenue~~Company expects to ~~depict~~receive ~~the~~in ~~transfer~~exchange offor those goods or services. toIt ~~customers~~generates inrevenue anprimarily ~~amount that reflects the consideration~~from ~~that~~telecommunications itmobile ~~expects~~recharge toand betop-up ~~entitled~~services, todata ~~receive~~plans, insubscription ~~exchange~~plan, ~~for~~mobile ~~those~~devices ~~goods~~and orrelated services ~~recognized~~provided asto consumer ~~performance~~and ~~obligations~~enterprise ~~are satisfied~~customers.

~~The Company~~Telecommunication 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.Services

The Company ~~recognizes~~provides ~~revenue~~mobile ~~from~~recharge ~~providing~~and ~~hosting~~top-up services, ~~and~~data ~~integration~~plans, ~~services~~subscription plans, and ~~licensing~~other ~~the~~related ~~use~~telecommunication ofservices ~~its~~to ~~technology~~third-party ~~platform~~businesses toand ~~its~~online ~~customers.~~marketplaces ~~The~~through ~~Company~~its ~~recognizes~~digital ~~revenue~~platform. ~~when~~Revenue ~~all~~is ofrecognized when the ~~following~~related ~~conditions~~services are ~~satisfied:~~delivered, ~~(1)~~activated, ~~there~~or isotherwise ~~persuasive~~made ~~evidence~~available ~~of an arrangement;~~to ~~(2)~~ the ~~service has been provided to the~~ customer ~~(for licensing~~, ~~revenue~~which is ~~recognized when~~ the ~~Company’s~~point ~~technology~~at iswhich ~~used~~control ~~to provide~~of ~~hosting~~the ~~and~~promised ~~integration~~ services); ~~(3)~~is ~~the~~transferred ~~amount of fees~~ to ~~be paid by~~ the customer isin ~~fixed~~accordance orwith ~~determinable; and (4)~~ the ~~collection~~terms 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~~underlying ~~for when services are performed~~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 online-to-offline integration services (DaGe platform), communication and coordination solutions, and data and analytics services to its customers. 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 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 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 incurred. 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 vehicles.

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.

- 55 -

Income Taxes

The Company uses the asset and liability method 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 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.

-38-

Table of Contents

Non-controlling interest

Non-controlling interests held 1% of the shares of ~~two~~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. 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. The cumulative results of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company’s consolidated balance sheets.

~~Recent~~ Recently Issued Accounting Pronouncements

~~The Company~~(i) ~~does~~Recently ~~not~~adopted ~~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.~~pronouncements

~~Changes~~ In ~~and~~December ~~Disagreements~~2023, ~~With~~the ~~Accountants~~FASB Onissued Accounting ~~And~~Standards Update ~~Financial~~(ASU) ~~Disclosure~~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.

~~For the~~(ii) ~~fiscal~~Recently ~~years~~issued ~~ended~~accounting ~~February~~pronouncements ~~28, 2022 and 2021, we did~~ not ~~have~~yet ~~any disagreement with our independent registered public accountants on any matter of accounting principles, practices or financial statement disclosure.~~adopted

In November 2024, the FASB issued ASU No. 2024-03, 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.

- 56 -

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, 2027. 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. The Company 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.

BUSINESS

Company Overview

~~The~~FingerMotion, Inc. (“FingerMotion,” the “Company,” is“we,” a“our,” ~~mobile~~or ~~data~~“us”) ~~specialist~~is a Delaware holding company. ~~incorporated~~Headquartered in ~~Delaware~~Singapore, ~~USA.~~the ~~The~~ Company ~~operates~~provides technology-enabled platforms and services in the ~~following~~People’s ~~lines~~Republic of China ~~business:~~ (~~i) Telecommunications~~“PRC” ~~Products~~or “China”, and, ~~Services;~~unless ~~(ii)~~the ~~Value~~context ~~Added~~requires ~~Products~~otherwise and ~~Services~~solely ~~(iii)~~for ~~Short~~the ~~Message~~purpose ~~Services (“SMS”)~~of ~~and~~this ~~Multimedia~~prospectus, ~~Messaging~~such ~~Services~~as ~~(“MMS”);~~describing ~~(iv)~~legal aor ~~Rich~~tax ~~Communication~~matters, ~~Services~~authorities, ~~(“RCS”)~~entities, ~~platform;~~or persons, excludes the Hong Kong Special Administrative ~~(v)~~Region, ~~Big~~the ~~Data~~Macao ~~Insights;~~Special Administrative Region and ~~(vi~~Taiwan) aand ~~Video~~selected ~~Games~~international ~~Division~~markets. ~~(inactive)~~The Company’s offerings include mobile payment and recharge solutions, data analytics services, and platform-based digital applications and solutions.

~~Telecommunications~~The Company operates through its subsidiaries ~~Products~~and contractual arrangements with affiliated entities in the PRC, including its variable interest entity (“VIE”), through which it conducts a substantial portion of its operations. These contractual arrangements are intended to provide the Company with effective control over, and ~~Services~~the ability to receive economic benefits from, the VIE. Its business model focuses on delivering transaction-based services, platform solutions, and data-driven applications to telecommunications carriers, enterprise customers, and other commercial partners. For a description of the contractual arrangements and the related risks, see “Risk Factors—Risks Related to VIE Agreements” on page 24 and “Risks Related to Doing Business in China” on page 26.

The Company’s ~~current~~organizes ~~product~~its ~~mix~~operations ~~consisting~~across ~~of payment and recharge services, data plans, subscription plans, mobile phones, loyalty~~four ~~points~~primary ~~redemption~~areas: ~~and other products bundles~~ (i~~.e. 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~~products toand ~~pay his or her bill~~services, ~~the~~(ii) ~~consumer~~marketplace ~~would~~platform ~~miss~~and ~~out~~digital oncommerce ~~any~~infrastructure ~~benefits or marketing discounts that e-marketers provide. Thus~~solutions, ~~consumers log on to these e-marketer’s~~ ~~websites,~~(iii) ~~click~~data ~~into~~and ~~their~~analytics ~~respective~~platform ~~phone provider’s store~~solutions, and ~~“top~~(iv) ~~up,”~~advanced ortechnology ~~pay, their telecommunications provider for additional mobile data~~ and ~~talk~~platform ~~time~~solutions.

~~To connect~~The toCompany’s ~~the~~strategic ~~respective~~focus ~~mobile~~is ~~telecommunications~~to ~~providers,~~continue operating ~~these~~and ~~e-marketers~~optimizing ~~must~~its ~~utilize~~telecommunications aproducts ~~portal~~and ~~licensed~~services bybusiness ~~the~~while ~~applicable~~expanding ~~telecommunication~~its higher-margin, technology-driven platform ~~company~~offerings. ~~that~~These ~~processes~~offerings include the ~~payment.~~development Weand ~~have~~commercialization ~~been~~of ~~granted~~its ~~one~~marketplace ofplatforms, ~~these~~data ~~licenses~~analytics bysolutions ~~China~~(including applications ~~United~~for ~~Network~~insurance ~~Communications~~and ~~Group~~financial ~~Co.~~services), ~~Ltd~~and critical infrastructure technology platforms. The Company is also focused on enhancing ~~(“China~~its ~~Unicom”)~~underlying ~~and~~technology ~~China~~capabilities, ~~Mobile~~including ~~Communications~~platform ~~Corporation~~scalability, ~~(“China~~data ~~Mobile”)~~processing, ~~each~~and ofsystem ~~which~~integration, isto support growth across amultiple ~~major~~industry ~~telecommunications~~verticals. ~~provider~~The timing and extent of growth in ~~China.~~these Weareas ~~principally~~will ~~earn~~depend ~~revenue~~on byfactors ~~providing~~such ~~mobile~~as ~~payment~~market adoption, competitive conditions, regulatory developments, and ~~recharge~~the ~~services~~Company’s ability to ~~customers of~~execute ~~China~~its ~~Unicom~~platform development and ~~China~~commercialization ~~Mobile~~strategies.

We conduct our mobile payment business through Shanghai JiuGe Technology Co., Ltd. (“JiuGe Techology”), our contractually controlled affiliate through the entry into a series of agreements known as variable interest agreements (the “VIE Agreements”) in October 2018. 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.~~ 57 -

~~-39-~~Business Segments

~~Table~~The Company operates an integrated portfolio of technology-driven ~~Contents~~platforms and services across four core areas:

~~The JiuGe~~(i) ~~Technology~~telecommunication ~~mobile payment and recharge platform enables the seamless delivery of real-time payment and recharge services to third-party~~products ~~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 directlyservices, 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”~~ii) ~~model~~marketplace ~~by integrating with various e-commerce~~platform ~~platforms to provide its mobile payment~~ and ~~recharge~~digital 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,~~infrastructure such as PinDuoDuo (“PDD”) and TMall (“TMALL”). 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 to thatsolutions, ~~we have been assigned as one of China’s Mobile’s loyalty redemption partner where we will be providing the services for their customers via our platform.~~

Additionally, as previously disclosed, on July 7, 2019, JiuGe Technology, our contractually controlled affiliate, entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (~~the “Cooperation Agreement”~~iii) with China Unicom’s Yunnan subsidiary. Under the Cooperation Agreement, 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~~analytics ~~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~~solutions, and applicable law, and bear all expenses in connection therewith. As consideration for the service it provides under the Cooperation Agreement, JiuGe Technology 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, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.

~~During the~~(iv) ~~recent~~advanced ~~fiscal~~technology ~~year, the Company expanded its offering under their telecommunication product~~ and ~~services by increasing their product~~ ~~line~~platform ~~revenue streams~~solutions. ~~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~~These ~~2021,~~offerings weleverage ~~increased~~ the ~~mobile~~Company’s ~~phones sales to end users using all of our platforms. This business will continue to contribute~~technological tocapabilities ~~the~~across ~~overall~~multiple ~~revenue~~industry ~~for~~applications, ~~the~~with ~~group~~a asfocus ~~part~~on ofscalable ~~our~~and ~~offering~~extensible toplatform ~~our customers~~architectures.

~~Value Added~~(i) ~~Product~~Telecommunications Products and Services

~~These are~~The ~~new product and services that the~~ Company ~~expects~~offers ~~to secure and work with the telecommunication provider and all our e~~telecommunications-~~commerce platform~~related ~~partners~~services toin ~~market. The current and upcoming value-added product is~~ the ~~Mobile~~PRC ~~Protection~~through ~~programs~~its ~~which~~subsidiaries weand ~~plan~~VIE ~~to launch soon~~structure. InThis ~~February 2022,~~segment ~~our~~includes ~~contractually~~mobile ~~controlled~~payment ~~subsidiary,~~and ~~JiuGe~~recharge ~~Technology~~services, ~~through~~as ~~its~~well ~~99%~~as enterprise ~~own~~messaging ~~subsidiary~~services ~~TengLian~~such ~~signed~~as anshort ~~agreement~~message ~~with~~services ~~both China~~(“SMS”) ~~Unicom~~ and ~~China~~multimedia ~~Mobile~~messaging toservices ~~co-operate to roll out the Mobile Device protection product which is incorporated into the Telecommunication~~(“MMS”). ~~subscription~~These ~~plans~~services inhistorically ~~line~~represent ~~with~~a ~~their~~significant ~~roll~~portion ~~out~~ of ~~new~~the ~~mobile~~Company’s ~~phones and new 5G phones~~revenue. The ~~estimated~~Company ~~roll~~conducts ~~out~~its isoperations ~~expected to be in the~~through ~~second~~JiuGe ~~quarter of FY2023~~Technology.

~~-40-~~Mobile Payment and Recharge Services

~~Table~~The Company offers recharge services, data plan, mobile phones, subscription plans and other value-added products and services. The Company provides mobile airtime and data recharge services to telecommunications carriers and channel partners, allowing end users to purchase prepaid mobile credits through its platform. The Company procures airtime and data packages in bulk from telecommunications operators and distributes them through a network of ~~Contents~~enterprise customers, digital platforms, and other distribution channels.

Enterprise Messaging Services (SMS and MMS ~~Services~~)

~~On March~~The ~~7, 2019, the~~ Company ~~through~~procures ~~JiuGe~~messaging ~~Technology~~capacity ~~acquired Beijing XunLian TianXia Technology Co., Ltd. (“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 ~~Short Message Service (“SMS”) and Multimedia Messaging Service (“MMS”) bundles at reduced~~ ~~prices~~ and ~~offering~~delivers ~~bulk~~these ~~SMS~~ services to ~~end~~enterprise consumers with competitive pricing. FingerMotion’s subsidiary, Beijing Technology, retains a license from the Ministry of Industry and Information Technology (“MIIT”) to operate the SMS and MMS business in the PRC. 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~~automobile ~~car~~ manufacturers, hotel chains, airlines, and e-commerce companies~~, that~~. ~~utilize~~Its ~~Beijing Technology’s SMS~~ integrated messaging platform toenables ~~send~~enterprise ~~bulk~~customers ~~SMS text messages monthly. Beijing Technology has the capability~~ to manage ~~and~~high-volume ~~track~~messaging ~~the entire process~~campaigns, ~~including~~ensuring ~~guiding~~compliance ~~the~~with ~~Company’s~~relevant regulatory ~~customer~~requirements tofor ~~meet~~message ~~MIIT’s~~content ~~guidelines~~and ~~on messages composed~~distribution, ~~until~~ ~~the~~and ~~SMS~~provides ~~messages~~delivery ~~have~~tracking ~~been delivered successfully~~capabilities.

~~Rich Communication~~(ii) ~~Services~~Marketplace Platform and Digital Commerce Infrastructure Solutions

~~In March~~The ~~2020, the~~ Company’s ~~began~~Marketplace ~~development of an RCS platform, also known as MaaP (Messaging as a~~ Platform). ~~This~~and ~~RCS platform will be~~Digital aCommerce ~~proprietary~~Infrastructure ~~business~~Solutions ~~messaging~~segment ~~platform~~consists ~~that~~of ~~enables businesses and brands to communicate and service their customers on~~ the 5GDaGe ~~infrastructure~~Platform, ~~delivering~~ awhich ~~better~~connects ~~and~~automotive ~~more~~owners ~~efficient user experience at a lower cost. For example,~~ with ~~the~~providers ~~new~~of ~~5G RCS message service, consumers will~~vehicle-related ~~have~~products ~~the ability to list available flights by sending a message regarding a holiday~~ and ~~will~~services, ~~also be able to book~~ and ~~buy~~the ~~flights~~JiuGe ~~by sending~~Procurement ~~messages.~~Platform, ~~This~~an ~~will~~enterprise ~~allow~~procurement ~~telecommunication~~solution ~~providers~~that ~~like~~supports ~~China~~supplier ~~Unicom~~coordination and ~~China Mobile to retain users on their systems, without~~ ~~having~~procurement ~~to utilize third party apps or log onto the internet, which will increase their user retention~~workflows. ~~We expect this to open up a new marketing channel for the Company’s current and prospective business partners.~~

~~Big~~The Company develops mobile-first, online-to-offline ~~Data~~(“O2O”) ~~Insights~~marketplace platform solutions designed to connect consumers with service providers and vendors of products and services. The platform integrates core marketplace functionalities, including service discovery, provider matching, booking and scheduling, payment processing, and post-transaction feedback mechanisms.

~~In July~~The ~~2020,~~Marketplace ~~the~~Platform ~~Company~~and ~~launched~~Digital ~~its~~Commerce Infrastructure ~~proprietary~~Solutions ~~technology~~segment ~~platform~~is ~~“Sapientus”~~designed ~~as its big data insights arm~~ to ~~deliver~~be ~~data-driven solutions~~scalable and ~~insights~~extensible ~~for~~across ~~businesses~~multiple ~~within~~service-based ~~the insurance, healthcare,~~ and ~~financial~~transaction-oriented ~~services industries~~industry verticals. The Company ~~applies~~focuses ~~its~~on ~~vast experience~~ongoing intechnology ~~the~~development ~~insurance~~ and ~~financial~~platform ~~services~~enhancement, ~~industry~~including ~~and~~improvements ~~capabilities in technology and data analytics~~ to ~~develop~~system ~~revolutionary~~performance, ~~solutions~~user ~~targeted towards insurance and financial consumers. Integrating diverse publicly available information~~experience, ~~insurance and financial based~~ data ~~with~~analytics ~~technology~~integration, and ~~finally~~transaction ~~registering~~processing ~~them~~efficiency. ~~into~~These ~~the~~initiatives ~~FingerMotion~~are ~~telecommunications~~intended ~~and insurance ecosystem, the Company would be able~~ to ~~provide~~enhance ~~functional~~user ~~insights and facilitate the transformation of key components of the insurance value chain~~engagement, ~~including~~ ~~driving~~improve ~~more~~transaction ~~effective~~conversion ~~and efficient underwriting~~rates, ~~enabling fraud evaluation~~ and ~~management,~~support ~~empowering~~long-term ~~channel expansion and market penetration through novel product innovation, and more~~scalability. ~~The ultimate 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~~intends ~~the ability~~ to ~~provide~~generate ~~potential~~revenue ~~customers~~from ~~and~~its Marketplace ~~partners~~Platform ~~with insights-driven~~ and ~~technology-enabled~~Digital ~~solutions and~~Commerce ~~applications~~Infrastructure ~~including~~services ~~preferred~~through ~~risk~~transaction-based ~~selection~~fees, ~~precision~~subscription ~~marketing~~arrangements, ~~product customization~~advertising services, and ~~claims~~other ~~management~~value-added (eofferings.~~g.,~~ ~~fraud detection).~~ The ~~Company’s~~timing ~~mission~~and isextent toof ~~deliver~~revenue ~~the next~~ generation ofwill ~~data-driven~~depend ~~solutions~~on infactors ~~the~~such ~~financial~~as ~~services,~~market ~~healthcare~~adoption, ~~and insurance~~ ~~industries~~platform ~~that~~scalability, ~~result~~competitive ~~in more accurate risk assessments~~conditions, ~~more~~regulatory ~~efficient processes~~developments, and athe ~~more~~Company’s ~~delightful~~ability ~~user~~to ~~experience~~execute its commercialization strategy.

On or around January 25, 2021, the Company’s wholly owned subsidiary, Finger Motion Financial Company Limited’s, big data analytic arm branded “Sapientus,” entered into a services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite of products and services.- 58 -

~~In December~~DaGe 2021, the Company 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.Platform

The DaGe Platform is a digital marketplace designed to connect automotive owners with service providers and vendors of automotive-41related products and services. This platform facilitates various services, including vehicle maintenance, repair, tire replacement, and electric vehicle (EV) charging, as well as the sale of automotive accessories. The platform includes functionality for service discovery, booking management, payment processing, and user feedback, and is intended to support mobility-related applications.

~~Table~~The DaGe Platform is part of ~~Contents~~the Company’s Marketplace Platform and Digital Commerce Infrastructure services initiatives and is at early stages of development. These activities may require ongoing investment and may not generate significant revenue in the near term. The Company may seek to generate revenue from this platform through transaction-based fees, subscriptions, advertising, and related services; however, the timing and extent of such revenue remain uncertain and will depend on market adoption, platform development, and regulatory conditions.

~~Our Video~~JiuGe ~~Game~~Procurement ~~Division~~Platform

The ~~video~~ ~~game~~JiuGe ~~industry~~Procurement ~~covers~~Platform ~~multiple sectors and~~ is ~~currently~~an ~~experiencing~~enterprise procurement asolution ~~move~~operated ~~away~~by ~~from~~JiuGe ~~physical~~Technology ~~games towards digital software. Advances in technology~~ and ~~streaming~~is ~~now~~included ~~allow~~within ~~users~~the toCompany’s ~~download~~Marketplace ~~games~~Platform ~~rather~~and ~~than~~Digital ~~visiting~~Commerce Infrastructure ~~retailers~~initiatives. ~~Video~~The ~~game~~platform ~~publishers~~is ~~are~~designed ~~expanding their direct-~~to~~-consumer~~ ~~channels~~support ~~with~~JiuGe Technology’s mobile ~~gaming,~~recharge ~~the~~business ~~current~~by ~~growth~~centralizing ~~leader,~~supplier product ~~and~~catalogues ~~eSports~~ and ~~virtual~~facilitating ~~reality~~procurement ~~gaining~~workflows ~~momentum~~for asemployee ~~the next big sectors. In June 2018~~benefits, wecustomer ~~temporarily paused its publishing and operating plans for existing games~~rewards, and ~~the~~promotional ~~Company’s~~campaign ~~board~~distribution. ofThe ~~directors~~goal ~~decided~~is to ~~re-focus~~improve ~~the~~procurement ~~company’s~~efficiency, ~~resources~~supplier ~~into new business opportunities in China~~coordination, ~~particularly the mobile phone payment~~ and ~~data~~internal ~~business~~resource allocation.

(iii)

Data And Analytics Platform Solutions

The Company provides data analytics and data-driven solutions through its Sapientus platform to insurance companies, financial service providers, and enterprise customers. This segment represents a key strategic focus and is intended to support the Company’s transition toward higher-margin and scalable services.

Sapientus aggregates and processes large volumes of structured and unstructured data from multiple sources to generate analytical insights and reporting outputs that support decision-making in sectors such as insurance, financial services, and mobility. The platform is designed to support risk assessment, trends identification, customer segmentation, marketing analysis, and related business operations.

The Company continues to invest in expanding its data capabilities and analytical models. The performance and growth of this segment may be affected by market acceptance, regulatory developments, and the Company’s ability to access and utilize data in compliance with applicable laws and regulations.

(iv)

Advanced Technology and Platform Solutions

The Company develops advanced technology and platform solutions designed for enterprise and mission-oriented environments that require real-time communication, coordination, and operational management capabilities. These solutions are intended to support complex workflows across a range of industry applications where reliability, performance, and system integration are important.

C2 Platform

The Company, through its VIE, JiuGe Technology, has developed a C2 Platform focused on communications and operational coordination for mobility-related applications, including emergency response, logistics, and specialized field operations.

The C2 Platform represents the Company’s initial deployment of its technology in mission-critical and public infrastructure environments that support public safety and operational coordination. The platform reflects the Company’s ability to design and implement system-level software solutions intended to operate in environments requiring reliability, performance, and continuity of service.

- 59 -

The Company intends to leverage its experience and technical capabilities developed through the C2 Platform to evaluate and pursue opportunities in other areas of critical infrastructure. These potential applications may include public safety systems, transportation networks, emergency response coordination, and other large-scale operational environments, subject to customer demand, technical feasibility, and regulatory considerations.

The C2 Platform integrates mobile communications, data processing, and system coordination functions to facilitate information sharing between field personnel and centralized command centres. This platform is designed to support real-time data transmission, remote monitoring, and coordination of field operations.

The Company’s C2 Platform initiatives focus on developing and deploying communication and platform solutions for commercial and specialty vehicles. These solutions aim to enhance situational awareness, fleet coordination, and remote operations across various use cases, including emergency response, logistics, and infrastructure services. The C2 Platform is currently in the commercialization stage and is being introduced to enterprise and public-sector customers through pilot deployments, procurement processes, and direct engagement activities. The timing and extent of future revenue generation will depend on a number of factors, including customer adoption, procurement cycles, competitive conditions, and the successful scaling of deployments across additional jurisdictions and applications.

Corporate Information

The Company ~~was~~has ~~initially~~been ~~incorporated~~organized as ~~Property~~a ~~Management~~holding ~~Corporation~~company and conducts a significant part of ~~America~~its onoperations ~~January~~through 23subsidiaries and contractual arrangements with affiliated entities in the PRC, including ~~2014~~its VIE. The Company’s operations in the ~~State~~PRC are primarily carried out through its wholly owned subsidiaries and a wholly foreign-owned enterprise (“WFOE”), which has entered into a series of ~~Delaware~~contractual agreements with the VIE and its respective shareholder.

~~On June~~These ~~21,~~contractual ~~2017,~~arrangements are intended to provide the Company ~~amended~~with ~~its~~effective ~~certificate~~control ofover ~~incorporation~~the VIE and the ability to ~~effect~~receive asubstantially ~~1-for-4~~all ~~reverse~~of ~~stock~~the ~~split~~economic benefits of the ~~Company~~VIE’s ~~outstanding~~ ~~common~~operations. ~~stock,~~The toVIE ~~increase~~structure ~~the~~is ~~authorized~~employed ~~shares~~to ofcomply ~~common~~with ~~stock~~PRC tolaws ~~200,000,000 shares~~ and toregulations ~~change~~that ~~the~~restrict ~~name~~or ofprohibit ~~the~~foreign ~~Company~~ownership ~~from~~in ~~“Property~~certain ~~Management~~industries. ~~Corporation~~However, ofthese ~~America”~~arrangements tohave ~~“FingerMotion,~~not ~~Inc.”~~been ~~(the~~tested ~~“Corporate~~in ~~Actions”).~~a ~~The~~court ~~Corporate Actions~~of ~~and~~law in the ~~amended~~PRC ~~certificate~~and ofcarry ~~incorporation~~associated ~~became~~risks ~~effective~~and onuncertainties. See ~~June~~“Item ~~21,~~1A. ~~2017~~Risk Factors—Risks Related to VIE Agreements.”

~~Our principal executive offices are located at 1460 Broadway, New York, New York 10036, and our telephone number at that address is (347) 349~~-~~5339.~~ 60 -

~~We are~~The afollowing ~~holding~~diagram ~~company~~depicts ~~incorporated in Delaware and not an operating company incorporated in the People’s Republic of China (the “PRC” or “China”). As a holding company, we conduct a significant part of~~ our ~~operations~~corporate through our subsidiaries and through the VIE Agreements with the VIE based in China. To address challenges resulting from laws, policies and practices that may disfavor foreign-owned entities that operate within industries deemed sensitive by the Chinese government, we use the VIE structure to replicate foreign investment in the PRC-based companies. We own 100% of the equity of a WFOE, Shanghai JiuGe Business Management Co., Ltd., which has entered into the VIE Agreements with the VIE, which is owned by Ms. Li Li the legal representative and general manager, and also the shareholder of the VIE. As a result of our use of the VIE structure, you may never directly hold equity interests the VIE. The securities offered pursuant to this prospectus are securities of the Company, the Delaware holding company, not of the VIE.:

~~We fund~~The ~~the~~Company’s ~~registered~~holding ~~capital~~company ~~and operating expenses of the VIE by extending loans to the shareholders of the VIE. We believe that we are~~structure ~~the~~presents ~~primary~~unique ~~beneficiary~~risks ofas the ~~VIE~~Company’s ~~because~~investors ~~the~~may ~~VIE~~never ~~Agreements~~directly ~~governing~~hold the relationship between the VIE and our WFOE, which include a consulting services agreement, a loan agreement, a power of attorney agreement, a call option agreement, and a share pledge agreement, enable us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive call option to purchase, at any time, all or part of the equity interests in ~~and/or assets of~~ the ~~VIE~~Company’s tosubsidiaries or the ~~extent permitted by Chinese laws~~VIE.

~~Share~~The Company relies on distributions and other ~~Exchange~~payments ~~Agreement~~from its subsidiaries and VIE to fund its operations. These payments are subject to PRC laws and regulations, including restrictions on dividends, foreign exchange controls, and other regulatory requirements.

~~Effective July~~The ~~13, 2017, the~~ Company’s ~~entered~~subsidiaries ~~into~~and ~~that~~VIE ~~certain~~are ~~Share~~subject to ~~Exchange~~regulation ~~Agreement (the “Share Exchange Agreement”)~~ by ~~and~~ ~~among~~PRC ~~the Company~~authorities, ~~Finger~~including ~~Motion~~the ~~Company~~China ~~Limited,~~Securities aRegulatory ~~Hong~~Commission ~~Kong corporation~~ (“~~FMCL~~CSRC”) and ~~certain~~the ~~shareholders~~Cyberspace Administration of ~~FMCL~~ ~~(the~~China (“~~FMCL Shareholders~~CAC”). ~~FMCL,~~As a Hong Kong corporation, was formed on April 6, 2016 and is an information technology company that specializes in operating and publishing mobile games. Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of ~~FMCL held by~~ the ~~FMCL Shareholders for shares of common stock of the Company. On the closing~~ date of ~~the~~ ~~Share~~this ~~Exchange Agreement~~prospectus, the Company ~~issued~~is ~~12,000,000~~not ~~shares~~required ~~of common stock~~ to ~~the~~obtain ~~FMCL shareholders. In addition, the Company~~specific ~~issued~~approvals ~~600,000~~from ~~shares~~these authorities to ~~consultants~~operate inits ~~connection~~current ~~with~~business. ~~the~~However, ~~transactions~~under ~~contemplated by~~ the ~~Share~~CSRC’s ~~Exchange~~Overseas ~~Agreement,~~Listing ~~and~~Trial 2Measures,~~562,500~~ the ~~additional~~Company ~~shares~~may tobe ~~accredited~~required ~~investors,~~to ~~which~~complete ~~was~~filing aprocedures ~~concurrent~~for ~~financing~~future ~~but~~overseas ~~not~~securities ~~a condition of closing the Share Exchange Agreement~~offerings.

-42 61 -

~~Table~~The ofregulatory ~~Contents~~environment in China is evolving, and it remains uncertain how new or changing laws and regulations may impact the Company’s operations, its ability to accept foreign investment, or its ability to maintain a listing on a U.S. or other foreign exchange.

As a result of the Share Exchange Agreement and the other transactions contemplated thereunder, FMCL became a wholly owned subsidiary of the Company. The Company operates its video game division through FMCL. However, in June 2018, the Company decided to pause the operation of the game division as it saw the opportunity in the telecommunication business and have since refocused into this business.Licensing

~~This description~~The ofCompany’s ~~the~~operations ~~Share~~in ~~Exchange~~the ~~Agreement~~PRC ~~does~~require specific ~~not~~licenses ~~purport~~and topermits. beIts ~~complete~~VIE and isrelated ~~qualified~~operating inentities ~~its~~hold ~~entirety~~value-added bytelecommunications ~~reference~~business tolicenses ~~the~~issued ~~terms~~by of the ~~Share~~MIIT. ~~Exchange~~These ~~Agreement,~~licenses ~~which~~are ~~was~~necessary ~~filed~~for asproviding anmobile ~~exhibit~~payment, ~~to our Current Report on Form 8-K filed with the SEC on July 20~~recharge, ~~2017~~ and ~~incorporated~~messaging byservices ~~reference~~in ~~herein~~China.

VIE ~~Agreements~~ Structure

~~On October~~The ~~16,~~Company ~~2018,~~conducts ~~the~~a ~~Company,~~substantial ~~through~~portion of its ~~indirect~~operations ~~wholly~~in ~~owned~~China ~~subsidiary,~~through ~~Shanghai~~VIE ~~JiuGe Business Management Co~~arrangements., ~~Ltd.~~These ~~(“JiuGe Management”),~~arrangements ~~entered~~consist ~~into~~of a series of ~~agreements~~contractual ~~known as variable interest~~ agreements (the “VIE Agreements”) ~~pursuant~~ tobetween ~~which~~the ~~Shanghai~~Company’s ~~JiuGe~~WFOE ~~Information~~and ~~Technology~~the ~~Co.~~VIE, ~~Ltd.~~along ~~(“JiuGe~~with ~~Technology”)~~its ~~became~~shareholder, ~~our~~pursuant ~~contractually controlled affiliate. The use of VIE agreements is a common structure used~~ to ~~acquire~~which ~~PRC~~JiuGe ~~corporations,~~Technology ~~particularly in certain industries in which~~became ~~foreign~~the ~~investment~~Company’s iscontractually ~~restricted~~controlled ~~or forbidden by the PRC government~~affiliate. The VIE Agreements include a ~~Consulting~~consulting ~~Services~~services ~~Agreement~~agreement, a ~~Loan Agreement,~~loan agreement, a ~~Power~~power of ~~Attorney~~attorney ~~Agreement~~agreement, a ~~Call~~call ~~Option~~option ~~Agreement,~~agreement and a ~~Share~~share ~~Pledge~~pledge ~~Agreement~~agreement in order to secure the connection and ~~commitments~~ commitments of the ~~JiuGe Technology~~VIE. ~~We operate our mobile payment platform business through JiuGe Technology.~~

The purpose of these agreements is to give the Company effective control over the VIE ~~Agreements~~and ~~included:~~to enable it to receive the majority of the economic benefits from its operations. However, the Company lacks direct equity ownership in the VIE, which means these arrangements may not be as effective as direct ownership.

●The aenforceability ~~consulting~~of ~~services~~the ~~agreement~~VIE ~~through~~agreements ~~which~~under PRC ~~JiuGe~~law ~~Management~~remains ~~is mainly engaged in data marketing~~uncertain, ~~technical services, technical consulting~~ and ~~business~~there ~~consultancy~~is tono ~~JiuGe~~guarantee ~~Technology~~that (the ~~“JiuGe~~Company ~~Technology~~will ~~Consulting~~be ~~Services~~able ~~Agreement”); ● a loan agreement through which JiuGe Management grants a loan~~ to ~~the~~maintain ~~Legal~~effective Representative of JiuGe Technology for the purpose of capital contribution (the “JiuGe Technology Loan Agreement”); ● a power of attorney agreement under which the owner of JiuGe Technology has vested their collective voting control over ~~JiuGe Technology to JiuGe Management and will only transfer their equity interests in JiuGe Technology to JiuGe Management or its designee(s) (~~the ~~“JiuGe~~VIE. ~~Technology~~Please see Power of Attorney Agreement”); ● a call option agreement under which the owner of JiuGe Technology has granted to JiuGe Management the irrevocable and unconditional right and option to acquire all of their equity interests in JiuGe Technology or transfer these rights to a third party (the “~~JiuGe~~Risk ~~Technology~~Factors—Risks ~~Call~~Related ~~Option Agreement”); and ● a share pledge agreement under which the owner of JiuGe Technology has pledged all of their rights, titles and interests in JiuGe Technology~~ to ~~JiuGe~~VIE ~~Management to guarantee JiuGe Technology’s performance of its obligations under the JiuGe Technology Consulting Services Agreement (the “JiuGe Technology Share Pledge Agreement”)~~Agreements.”

~~In the~~Acquisition ~~first half~~ of ~~2018,~~Operational ~~JiuGe~~Control ~~Technology~~of ~~secured contracts with China Unicom and China Mobile to distribute mobile data for businesses~~Beijing ~~and corporations in 9 provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia.~~Technology

~~In September~~The ~~2018,~~Company ~~JiuGe~~acting ~~Technology~~through ~~launched~~the ~~and~~VIE ~~commercialized~~expanded ~~mobile~~its telecommunications ~~payment and recharge~~ services tothrough ~~businesses for China Unicom. The JiuGe Technology mobile payment and recharge platform enables~~ the ~~seamless~~acquisition ~~delivery~~ of ~~real-time~~operational ~~payment~~control ~~and~~of ~~recharge~~Beijing ~~services~~XunLian toTianXia ~~third-party channels~~Technology ~~and~~Co., ~~businesses~~Ltd., Wewhich ~~earn~~provides enterprise amessaging ~~negotiated~~solutions, ~~rebate~~including ~~amount~~SMS ~~from each of China Unicom~~ and ~~China~~MMS, ~~Mobile~~ for ~~all~~enterprise ~~monies paid by consumers to China Unicom and China Mobile that we process~~customers. ToThis ~~encourage~~service ~~consumers~~complements tothe ~~utilize our portal instead of using our competitors~~Company’ ~~platforms~~s ~~or paying China Unicom or China Mobile directly, we offer~~ mobile ~~data~~ payment and ~~talk~~recharge ~~time~~offerings ~~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~~operates ~~time~~under ~~provided~~licenses toissued ~~consumers through the use of our platform. Accordingly, we earn income on the rebates we receive from the telecommunications companies, reduced~~ by the ~~amounts by which we discount the mobile data and talk time sold through our platform~~MIIT.

~~-43-~~Strategic Cooperation with China Unicom

~~Table~~The Company, through its VIE, JiuGe Technology, has established cooperative arrangements with China United Network Communications Limited and its regional branches, including China Unicom Yunnan. These arrangements represent a key component of ~~Contents~~the Company’s telecommunications ecosystem and support its transaction-based service model.

~~In October~~Under ~~2018~~these cooperation arrangements, ~~China~~JiuGe ~~Unicom~~Technology is responsible for constructing and ~~China~~operating ~~Mobile~~electronic ~~awarded~~sales ~~JiuGe~~platforms ~~Technology~~and ~~with~~related ~~contracts~~services ~~that~~through ~~established~~which ~~partnerships~~consumers ~~for~~may ~~data~~purchase ~~analysis,~~telecommunications ~~that~~products ~~could~~and ~~unlock~~services, ~~potential~~including ~~value-added~~mobile devices, mobile service plans, broadband services, and related offerings. The Company receives a share of the revenue generated from transactions processed through these platforms.

~~This description~~The ofCompany ~~the~~believes ~~VIE~~these ~~Agreements~~arrangements ~~discussed~~enhance its ~~above~~integration dowith ~~not~~major ~~purport~~telecommunications tooperators bein ~~complete~~China and ~~are~~provide ~~qualified~~opportunities into ~~their~~increase ~~entirety~~transaction byvolume ~~reference~~and ~~to the~~service ~~terms~~penetration. ofThe ~~the~~extent ~~VIE~~of ~~Agreements,~~revenue ~~which~~generated ~~were~~from ~~filed~~these asarrangements ~~exhibits~~depends toon ~~our~~transaction ~~Current~~activity, ~~Report~~customer onadoption, ~~Form~~and ~~8-K~~ongoing ~~filed~~commercial cooperation with the ~~SEC~~relevant ~~on December 27, 2018 and are incorporated by reference herein~~counterparties.

~~Acquisition~~In addition, in January 2022, TengLian, a subsidiary of ~~Beijing~~JiuGe Technology, entered into a cooperation arrangement with China Unicom to support device protection programs for mobile and 5G devices. This initiative expands the Company’s involvement in value-added telecommunications services and may enhance its broader service offerings.

On March 7, 2019, the Company through JiuGe Technology acquired Beijing XunLian TianXia Technology Co., Ltd. (“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. Through Beijing Technology, the Company entered into the business of mass SMS text message service as a compliment to its mobile payment and recharge business. The mass SMS text message service offers bulk SMS services to end consumers with competitive pricing. Currently, the Company’s SMS integrated platform is processing more than 150 million SMS text messages per month. Beijing Technology retains a license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC. Similar to the mobile recharge business, Beijing Technology is required to make a deposit or bulk purchase in advance and has secured business customers that will 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 to assist the Company’s clients to fulfill the government guidelines, until the SMS messages have been delivered successfully.- 62 -

~~China~~These cooperative arrangements are subject to ~~Unicom~~customary ~~Cooperation~~commercial ~~Agreement~~terms, including renewal provisions and termination rights, and their continuation and financial contributions will depend on ongoing performance, regulatory conditions, and market demand.

On July 7, 2019, JiuGe Technology entered into that certain Yunnan Unicom Electronic Sales Platform Construction and Operation Cooperation Agreement (the “Cooperation Agreement”) with China United Network Communications Limited Yunnan Branch (“China Unicom Yunnan”). Under the Cooperation Agreement, JiuGe Technology is responsible for constructing and operating China Unicom Yunnan’s electronic sales platform through which consumers can purchase various goods and services from China Unicom Yunnan, 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 Yunnan’s specifications and policies, and applicable law, and bear all expenses in connection therewith. As consideration for the services it provides under the Cooperation Agreement, JiuGe Technology receives a percentage of the revenue received from all sales it processes for China Unicom Yunnan on the platform.

The Cooperation Agreement expires three years from the date of its signature with a yearly auto-renewal clause, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom Yunnan unilaterally. The Cooperation Agreement contains customary representations from each party regarding such party’s authority to enter into and perform under the Cooperation Agreement, and provides customary events of default, including for various types of failure to perform. Any disputes arising between the parties under the Cooperation Agreement will be adjudicated in Chinese courts.

This description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Cooperation Agreement, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 9, 2019 and is incorporated by reference herein.

In January 2022, Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. (“TengLian”) (a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.) signed a co-operation agreement with China Unicom to launch the Device Protection program for mobile phones and the new 5G phones.

-44-

Table of Contents

Intercorporate Relationships

The following is a list of all of our subsidiaries and the corresponding date of jurisdiction of incorporation or organization and the ownership interest of each ~~entity~~. All of our subsidiaries are directly or indirectly owned or controlled by us:

Name of Entity	Place of Incorporation / Formation	Ownership Interest
Finger Motion Company Limited (1)	Hong Kong	100%
Finger Motion (CN) Global Limited (2)	Samoa	100%
Finger Motion (CN) Limited (3)	Hong Kong	100%
Shanghai JiuGe Business Management Co., Ltd.(4)	PRC	100%
Shanghai JiuGe Information Technology Co., Ltd.(5)	PRC	Contractually controlled (5)
Beijing XunLian TianXia Technology Co., Ltd.(6)	PRC	Contractually controlled
Finger Motion Financial Group Limited(7)	Samoa	100%
Finger Motion Financial Company Limited(8)	Hong Kong	100%
Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.(9)	PRC	Contractually controlled
Shanghai KeShunXiang Automobile Service Co., Ltd.(10)	PRC	Contractually controlled
Zhejiang ChangXin Communication Equipment Co., Ltd.(11)	PRC	Contractually controlled
Shanghai XiaoYi Bin Tong Technology Co., Ltd.(12)	PRC	Contractually controlled

Notes:

~~(1)~~	~~Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.~~(1)	Finger Motion Company Limited is a wholly-owned subsidiary of FingerMotion, Inc.
~~(2)~~	~~Finger Motion~~ (CN2) ~~Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.~~	Finger Motion (CN) Global Limited is a wholly-owned subsidiary of FingerMotion, Inc.
~~(3)~~	~~Finger Motion~~ (CN3) ~~Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.~~	Finger Motion (CN) Limited is a wholly-owned subsidiary of Finger Motion (CN) Global Limited.
~~(4)~~	~~Shanghai JiuGe Business Management Co., Ltd. is a wholly-owned subsidiary of Finger Motion~~ (CN4) ~~Limited.~~	Shanghai JiuGe Business Management Co., Ltd., sometimes referred to in this prospectus as “the WFOE,” is a wholly-owned subsidiary of Finger Motion (CN) Limited.
~~(5)~~	~~Shanghai JiuGe Information Technology Co., Ltd. is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.~~(5)	Shanghai JiuGe Information Technology Co., Ltd., sometimes referred to in this prospectus as “the VIE,” is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.
~~(6)~~	~~Beijing XunLian TianXia Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.~~(6)	Beijing XunLian TianXia Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
~~(7)~~	~~Finger Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.~~(7)	Finger Motion Financial Group Limited is a wholly-owned subsidiary of FingerMotion, Inc.
~~(8)~~	~~Finger Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.~~(8)	Finger Motion Financial Company Limited is a wholly-owned subsidiary of Finger Motion Financial Group Limited.
~~(9)~~	~~Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.~~(9)	Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
	(10)	Shanghai KeShunXiang Automobile Service Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.
	(11)	Zhejiang ChangXin Communication Equipment Co., Ltd. is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd.
	(12)	Shanghai XiaoYi Bin Tong Technology Co., Ltd. is a 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

Because we do not directly hold equity interests in the VIE, we are subject to risks and uncertainties of the interpretations and applications of Chinese laws and regulations, including but not limited to, the validity and enforcement of the VIE Agreements among the WFOE, the VIE and the shareholder of the VIE. We are also subject to the risks and uncertainties about any future actions of the Chinese government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations and may cause the value of our shares of common stock (“Common Shares”) to depreciate significantly or become worthless.

- 63 -

The VIE Agreements may not be as effective as direct ownership in providing operational control. For instance, the VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The shareholder of the VIE may not act in the best interests of our Company or may not perform their obligations under the VIE Agreements. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with the VIE. In the event that the VIE or its shareholder fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce the VIE Agreements, there is uncertainty as to whether Chinese courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Risk Factors—Risks Related to the VIE Agreements”. We rely on the VIE Agreements with the VIE and its shareholder for a significant portion of our business operations. The VIE Agreements may not be as effective as direct ownership in providing operational control. Any failure by the VIE or its shareholder to perform their obligations under such contractual arrangements would have a material and adverse effect on our business.

As of the date of this prospectus, we and the VIE are not required to seek permissions from the CSRC, the CAC, or any other entity that is required to approve of the operations of the VIE, other than a value-~~45-~~added telecommunications business license, which has already been obtained. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.

Table of Contents

As of the date of this periodic report on Form 10-Q, we and the VIE are not required to seek permissions from the CSRC, the Cyberspace Administration of China (the “CAC”), or any other entity that is required to approve of the operations of the VIE. Nevertheless, Chinese regulatory authorities may in the future promulgate laws, regulations or implement rules that require us, our subsidiaries or the VIEs to obtain permissions from such regulatory authorities to approve the operations of the VIE or any securities listing.

Products and Services

~~Telecommunications~~The Company’s activities are organized by ~~Products~~its four primary business segments: (i) telecommunications products and ~~Services~~services, (ii) marketplace platform and digital commerce infrastructure solutions, (iii) data and analytics platform solutions, and (iv) advanced technology and platform solutions. Across these segments, the Company employs a combination of digital distribution channels, direct sales efforts, and strategic collaborations to support customer acquisition, increase service utilization, and expand its market presence.

~~Historically, telecommunication~~(i) ~~operators~~Telecommunications ~~focused~~Products ~~their efforts on expanding their retail presence; however, consumer behaviors~~ and demands have shifted from offline to online. In 2018, the Company developed a proprietary universal exchange platform called “PigeonHoles Integration System”, which provides seamless integration between telecommunication operators and online stores servicing Chinese consumers all around China.Services

The Company’s ~~products~~offers telecommunications-related services in the PRC through its subsidiaries and VIE structure. This segment includes mobile payment and recharge services, ~~offerings~~as ~~include~~well as enterprise messaging services such as short message services (“SMS”) and multimedia messaging services (“MMS”). These services historically represent a significant portion of the ~~following:~~Company’s revenue. The Company conducts its operations through JiuGe Technology.

The Company conducts its sales and marketing activities for its telecommunications products and services primarily through online distribution channels, including e-commerce marketplaces and social media platforms in the PRC. These channels are used to facilitate customer acquisition, promote product offerings, and support transaction execution.

In coordination with telecommunications operator arrangements, the Company conducts periodic promotional campaigns, including seasonal and region-specific initiatives, designed to align with local market conditions and consumer demand. The Company also maintains relationships with online storefront operators and other business collaborators to support distribution and customer outreach.

In addition, the Company has implemented customer engagement initiatives, including loyalty-based programs in collaboration with telecommunications operators, which are intended to support customer retention and increase usage of its services. For its enterprise-focused communications services, including SMS offerings, the Company utilizes direct sales, account management, and channel partnerships to expand its corporate customer base and increase service adoption across multiple industry sectors.

- 64 -

Mobile Payment and Recharge Services

The Company provides mobile airtime and data recharge services to telecommunications carriers and channel partners, allowing end users to purchase prepaid mobile credits through its platform. The Company procures airtime and data packages in bulk from telecommunications operators and distributes them through a network of enterprise customers, digital platforms, and other distribution channels.

JiuGe Technology holds licensed access agreements with major Chinese telecom providers, including China Mobile Communications Corporation (“China Mobile”) and China United Network Communications Group Co., Ltd. (“China Unicom”). Through these arrangements, JiuGe Technology offers mobile payment and recharge services, earning revenue from transaction rebates paid by telecom operators.

The platform provides real-time payment and recharge services to third-party businesses, e-commerce channels, and online marketplaces such as JD.com, Pinduoduo, and Tmall. JiuGe Technology generates revenue by processing payments for telecom services and receiving rebates from telecom operators. To attract users, it may offer discounted data or talk-time packages through its platform. Additionally, the Company serves as a loyalty redemption agent for China Mobile, allowing customers to redeem telecom loyalty benefits through its platform.

In 2019, JiuGe Technology entered into an agreement with China Unicom’s Yunnan division to build and operate an online sales platform for telecom-related products and services, including mobile phones, broadband services, smart devices, and related insurance offerings. Under this arrangement, JiuGe Technology receives a percentage of the sales revenue generated through the platform.

The Company has also secured contracts with China Mobile and China Unicom to acquire new telecom subscribers and continues to expand mobile phone sales through its online channels.

The Company’s products and services offerings for mobile payment and recharge services include the following:

Product / Service		Details
Recharge Services		The Company offers recharge services to consumers throughout China.

Data Plan		The Company offers mobile data plans to consumers, including 5G plans.

Mobile Phone		The Company offers mobile phones to consumers online. Upon order completion, the Company’s up-stream partners or phone distributors (VSens and ZhengZhouXinSiWei) will arrange direct delivery to the customer.

Subscription Plan		The Company acquires new customers by offering telecommunication subscription plans. The Company shares revenue with telecommunication operators on a new subscribers’ spending over the following 12 months.

Value Added Products and Services		New product lines and services will be brought in by the Company to offer to the existing user base through the delivery channels of the Telecommunication partners and the platform partners.

-46-

Table of Contents

Up-Stream Partners

The Company partners with all three major telecommunication operators in China, namely China Mobile, China Unicom and China Telecom, to offer its products and services:

Telecommunication Operator		Products and Services
China Mobile		Recharge Service Data Plan Subscription Plans Mobile Protection Plans
China Unicom		Recharge Service Data Plan Subscription Plan Mobile Protection Plans
China Telecom		Recharge Service Data Plan

~~Notes:~~- 65 -

In 2020, the Company entered into arrangements with two third party smartphone distributors (VSens and ZhengZhouXinSiWei) to extend their product offerings across online stores on various platforms, which has been commercialized since February 2020.

Down-Stream Partners

The Company currently operates online stores and pages on various e-commerce and social media platforms, gaining access to millions of users without having to incur the associated marketing expenditures or user acquisition investments.

Name of Online Stores	Partners / Platform	Details
JiuGe TongXin Store	TMall.com	Telco Products & Services
HeNan China Mobile Store	TMall.com	China Mobile Flagship Store
JiuGe Mobile Data Store	PingDuoDuo.com	Telco Products & Services
JiuGe Mobile Data Store	Tbao	Telco Products & Services

Enterprise Messaging Services (SMS and MMS ~~Services~~)

~~Short Message~~The ~~Service~~Company ~~(SMS)~~provides ~~remains~~enterprise ~~the~~messaging ~~only~~services through ~~secure~~Beijing ~~and~~XunLian ~~reliable~~TianXia ~~communication~~Technology ~~medium that connects all telecommunication operators globally~~Co. ~~In 2019~~, ~~the~~Ltd. ~~telecommunications~~(“Beijing ~~industry~~Technology”), inwhich ~~China~~it ~~sent~~controls aoperationally ~~total~~via ofJiuGe Technology. ~~around~~Beijing ~~1,506~~Technology ~~billion~~is ~~SMS,1~~licensed ~~equivalent~~by tothe aMinistry ~~market size~~ of ~~RMB~~Industry ~~39.2~~and ~~billion~~Information ~~(~$5.85~~Technology ~~billion~~(“MIIT”), ~~a year-on-year increase of 37.5% compared~~ to ~~2018.2 The Company was responsible for~~provide ~~1.2~~SMS ~~billion,~~and orMMS ~~0.08%~~services ofin ~~market~~the ~~share~~PRC.

1The ~~Source:~~Company ~~http://data~~procures messaging capacity in bulk and delivers these services to enterprise customers, including automobile manufacturers, hotel chains, airlines, and e-commerce companies.~~chinabaogao~~ Its integrated messaging platform enables enterprise customers to manage high-volume messaging campaigns, ensuring compliance with relevant regulatory requirements for message content and distribution, and provides delivery tracking capabilities.~~com/dianxin/2020/0364R5222020.html~~

2The ~~Source:~~Company’s ~~https://jxca~~SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their own messaging settings.~~miit.gov.cn/cms_files/filemanager/oldfile/jxca/~~ Corporate partners can upload~~/202003/202003111516300286~~ a list of targeted members, compose text or multimedia messages and define broadcasting settings.~~pdf~~ All messages must be submitted to the ministry for review before being delivered to telecommunication operators’ back-end for broadcasting.

~~-47-~~The mass SMS text message service offers bulk SMS services to end consumers with competitive pricing. Beijing Technology retains a license from the MIIT to operate SMS and MMS business in the PRC. 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 that will 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 government’s guidelines on messages composed, until the SMS messages have been delivered successfully.

Table of Contents

There are strict policies imposed by the Chinese government regulating message broadcasting via the SMS protocol. One key metric being monitored is the rate of public complaints on messages received via SMS, with the aim of fighting spam messages and blocking uncensored messages.

In early 2019, the Company completed beta testing of its proprietary SMS Integrated System and the commercialization phase began in April 2019. The SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their own messaging settings. Corporate partners can upload a list of targeted members, compose text or multimedia messages and define broadcasting settings. All messages must be submitted to the ministry for review before being delivered to telecommunication operators’ back-end for broadcasting.

The mass SMS text message service offers bulk SMS services to end consumers with competitive pricing. Beijing Technology retains a license from the Ministry of Industry and Information Technology to operate SMS and MMS business in the PRC. 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 that will 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 government’s guidelines on messages composed, until the SMS messages have been delivered successfully.

The Company’s SMS Integrated System performs more than 150 million SMS transactions monthly. The Company focuses its efforts on:

■ Continuously enhancing the SMS Integrated System to offer a more flexible, reliable, and scalable platform. ■ Working closely with telecommunication operators in a select few provinces allows the Company’s business development team to negotiate and secure better bulk purchase pricing from time to time. ■ The Company’s corporate partners span various industries such as airlines, insurance and financial services, e-commerce and consumer markets; diversifying sources of revenue improves the stability of the Company’s revenue stream and minimizes seasonal fluctuations with SMS volume.

~~■ Working closely with telecommunication operators in a select few provinces allows the Company’s business development team to negotiate and secure better bulk purchase pricing from time to time.~~- 66 -

■Marketplace ~~The~~Platform ~~Company’s corporate partners span various industries such as airlines, insurance~~ and ~~financial~~Digital ~~services,~~Commerce Infrastructure ~~e-commerce and consumer markets; diversifying sources of revenue improves the stability of the Company’s revenue stream and minimizes seasonal fluctuations with SMS volume.~~Solutions

~~-48-~~The Company’s Marketplace Platform and Digital Commerce Infrastructure Solutions segment consists of the DaGe Platform and the JiuGe Procurement Platform.

~~Table~~DaGe ~~of Contents~~Platform

~~Rich~~During fiscal 2026, the Company expanded its marketplace ~~Communication~~platform ~~Services~~and ~~(RCS)~~digital commerce infrastructure solutions segment through the acquisition of intellectual property assets related to the DaGe Platform.

~~Telecommunication operators~~The ~~around~~DaGe ~~the~~platform ~~world~~is ~~have~~an ~~reached~~integrated ~~consensus~~digital onmarketplace designed ~~the~~to ~~need~~connect toautomotive ~~upgrade~~owners ~~the~~with ~~operator~~a ~~messaging~~wide network of service ~~from~~providers ~~SMS~~and merchants. It enables users to ~~Rich~~access ~~Communication~~a variety of ~~Services~~automotive ~~(RCS)~~services, ~~messaging~~such inas ~~the~~car 5Gmaintenance, ~~era.~~repairs, ~~Worldwide~~tire replacement, ~~the~~and ~~GSM~~electric ~~Association~~vehicle (~~GSMA~~EV) ~~indicates~~charging 90stations. ~~operators~~Additionally, ~~have~~the platform ~~launched~~allows ~~RCS~~merchants into 60sell ~~countries, attracting~~car-related ~~approximately~~products ~~421~~and ~~million~~accessories, ~~users~~creating ~~and~~a ~~projecting~~comprehensive anautomotive ~~estimated~~marketplace. ~~value~~As of ~~$15.78~~February 28, ~~billion~~2026, bythe ~~2027~~platform had integrated approximately 86,000 ~~growing~~charging atstations aand ~~CAGR~~approximately of12,500 18vendors and service providers.~~5%.3~~

OnThe DaGe platform functions as an online marketplace ~~April~~tailored 8,to ~~2020~~automotive needs, ~~China’s~~aggregating ~~three~~service ~~major~~providers ~~telecommunication~~and ~~operators~~product vendors into a single, ~~namely~~user-friendly ~~China~~ecosystem. Through the DaGe Mobile App, ~~China~~users ~~Telecom~~can ~~and~~locate ~~China~~nearby ~~Unicom,~~services ~~released~~using ~~a 5G~~geolocation, ~~messaging~~schedule ~~white~~appointments, ~~paper~~purchase ~~outlining~~accessories, ~~their~~and ~~commitment~~make tosecure ~~mandate~~payments. Features ~~all~~include ~~compatible~~service ~~handsets~~provider ~~sold~~ratings, inbooking ~~the~~management, ~~country~~promotions, ~~support~~and ~~RCS~~loyalty rewards.4

~~5G messaging~~Supporting ~~service~~the orexpansion RCS can support not only Person-to-Person (P2P) messaging, but also Application-to-Person (A2P) messaging. Through P2P messaging, RCS offers a richer text-messaging system, provides phonebook polling and is capable of ~~transmitting~~EV ~~in-call multimedia features. A2P messaging enables businesses and brands to communicate with users via chatbot~~infrastructure, ~~facilitates the sharing of high-quality~~ ~~videos but also more direct interfacing with~~ the ~~internet;~~DaGe ~~consumers~~platform ~~will~~facilitates noaccess ~~longer have~~ to ~~download~~a ~~multiple~~growing ~~mobile~~network ~~apps~~of ~~and~~EV ~~can,~~charging ~~for instance~~stations, ~~directly~~aligning ~~buy~~with ~~train~~broader ~~tickets~~trends ~~and~~toward ~~book~~sustainable ~~flights by just sending messages~~mobility.

~~In March~~The ~~2020, the~~ Company’s ~~management~~sales ~~allocated resources dedicated for the research~~ and ~~development~~marketing ~~of a RCS platform – MaaP~~efforts ~~(Messaging~~for asits aDaGe Platform). ~~This~~are ~~RCS~~focused ~~platform~~on isincreasing ~~expected~~user toadoption, beexpanding ~~a proprietary business messaging platform that enables businesses and brands to communicate and~~ service ~~their~~provider ~~customers on 5G infrastructure~~participation, ~~delivering~~and ~~better~~driving ~~user~~transaction ~~experience, more efficiently and cost~~volume ~~effectively.~~across ~~This~~its ~~is expected to open up a new marketing channel for the Company’s current and prospective business partners~~platforms.

InMarketing activities are conducted primarily through ~~the~~digital ~~third~~channels, ~~quarter~~including ofmobile ~~the~~applications ~~fiscal~~such ~~year~~as ~~ended~~WeChat ~~2022~~Mini-Programs, ~~the~~social media platforms, and messaging-based campaigns. The Company ~~anticipates~~also ~~commercializing~~leverages ~~the~~its ~~following~~existing ~~RCS~~telecommunications customer base and distribution channels to promote its marketplace platforms: and facilitate user acquisition.

~~RCS~~The Company engages in co-marketing initiatives ~~Platform~~with ~~for~~automotive ~~Telecommunication~~service ~~Products~~providers and ~~Services~~commercial partners to expand platform visibility and service offerings. Customer acquisition and retention strategies include promotional campaigns, referral programs, and targeted marketing efforts based on geographic and user behaviour data. As the Company expands its marketplace platforms into additional regions or service categories, it intends to adapt its marketing strategies to reflect local market conditions and consumer preferences.

~~The Company~~JiuGe ~~intends~~Procurement to launch its own brand on the platform for the telecommunication products and services it currently carries. The platform is expected to provide the Company with direct access to 5G mobile users. Furthermore, the Company can continue building and enhancing its brand on the platform serving as the most comprehensive one-stop shop for telecommunication products and services.Platform

~~RCS~~Launched on December 1, 2025, the JiuGe Procurement Platform is an enterprise procurement solution operated by JiuGe Technology and is included within the Company’s Marketplace Platform and Digital Commerce Infrastructure initiatives. The platform is designed to support JiuGe Technology’s mobile recharge business by centralizing supplier product catalogues and facilitating procurement workflows for ~~Partners~~employee benefits, customer rewards, and ~~Brands~~promotional campaign distribution.

~~The Company~~As isof ~~targeting~~February to28, ~~engage~~2026, ~~larger~~the ~~partners~~platform ~~and~~was ~~brands~~being piloted onwith ~~this~~certain ~~new~~regional ~~RCS~~operations ~~platform.~~of ItChina isMobile ~~currently~~in ~~working~~Shanghai and ~~negotiating~~Jiangxi, as well as with ~~one~~Juneyao Airlines. The Company intends ofto continue evaluating opportunities to expand the ~~largest~~platform’s ~~phone~~adoption ~~distributors~~and ingeographic ~~China~~reach toas bepart ~~among~~of ~~the~~its ~~first~~strategy ~~partners~~to ~~launching~~broaden ~~services~~its enterprise onservice ~~the~~offerings ~~platform~~and diversify revenue sources.

~~Big Data Insights~~- 67 -

~~The Company~~Data ~~launched its proprietary platform “Sapientus” in July 2020 as its big data insights arm to deliver data-driven solutions~~ and ~~insights~~Analytics ~~for~~Platform businesses within the insurance and financial services industries. Leveraging the Company’s strong tech and data backbone, Sapientus specializes in data mining and insights extraction. The Company’s flexible data structure is built from the ground up, by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences, while layering in auxiliary contextual information, to extract behavioral insights and power revolutionary applications for insurance and financial services.Solutions

3The ~~Source:~~Company ~~https://www~~launched its proprietary platform “Sapientus” in July 2020 to deliver data-driven solutions and insights for businesses within the insurance and financial services industries.~~gsma~~ Sapientus forms the core of the Company’s big data analytics arm, which is housed in the Company’s indirect wholly-owned subsidiary, Finger Motion Financial Company Limited (“FMFC”).~~com/futurenetworks/rcs/~~ &Leveraging ~~https://www~~the Company’s strong tech and data backbone, Sapientus specializes in data mining and insights extraction.~~marketresearch~~ The Company’s flexible data structure is built from the ground up, by transforming raw telco data into basic building blocks, statistical measures and behavioral inferences, while layering in auxiliary contextual information, to extract behavioral insights and power revolutionary applications for insurance and financial services.~~com/Infogence-Marketing-Advisory-Services-v4010/Global-Rich-Communication-Services-RCS-30323369/~~

4Over ~~Source:~~the ~~https://www~~past several years, Sapientus’s predictive models had garnered much interest and positive receptivity from the industry, particularly reinsurers and insurers in China and the greater region; we continue to elevate our analytic capabilities and align our services against the needs of our partners and the larger ecosystem.~~gsma.com/futurenetworks/wp-content/uploads/2020/04/5G-Messaging-White-Paper-EN.pdf~~

~~-49-~~Sapientus is strategically focused on developing and promoting our core analytic products to the market, specifically:

~~Table~~■ ofenhancing ~~Contents~~modeling precision by incorporating additional insurance datasets; ■ expanding modeling efforts to cover various insurance products; ■ begin promoting models to a broader client base for extensive real-world use, targeting insurers as well as various other prospective collaborators in the ecosystem; and ■ further developing a sales rating engine by leveraging our comprehensive data assets and applying AI technology.

~~Sapientus~~The Company sells its data and analytics platform ~~equips~~solutions ~~insurance~~to ~~industry~~enterprise ~~partners~~customers ~~with~~in athe ~~range~~insurance ofand ~~capabilities~~reinsurance ~~such~~sectors, as: well as financial institutions and intermediaries. Sales activities are conducted primarily through direct sales and business development personnel and include customer engagement, relationship management, and participation in industry events.

■The ~~Behavior~~Company ~~insights~~supports ~~and~~customer ~~scoring~~evaluation ~~derived~~and ~~from~~adoption through aproduct ~~time series of live telco data~~demonstrations, ~~along~~pilot ~~with an expansive set of auxiliary data~~deployments, ~~enabling deeper contextual understanding of a customer’s behavior propensity~~ and ~~risk inclination for more granular segmentation; ■ Transactional integration giving real~~proof-~~time~~of-concept ~~feedback~~implementations. ~~enriched~~The ~~with~~sales ~~risk~~cycle ~~and~~is ~~behavior~~generally ~~insights~~long ~~on current~~ and ~~prospective~~complex due ~~customers,~~to ~~thereby~~enterprise ~~further promoting digital transformations in the industry – e.g. online underwriting~~procurement, ~~claims~~integration ~~processing and fraud detection~~requirements, ~~etc.;~~ and ~~■ Insight-driven~~ data ~~analytic~~governance services, sufficiently adaptive to incorporate new information such as emerging claim and marketing data, and synchronize with the Company’s partners’ operating and risk assessment philosophy via continual learning and honingconsiderations.

~~Sapientus’ deep~~The ~~bench~~Company ofmay ~~insurance~~enter ~~and~~into ~~data~~strategic ~~science expertise is expected~~ arrangements to ~~attract~~support andata ~~expanding~~access, ~~client base~~integration, ~~supporting risk calibrations~~ and ~~insights~~ ~~extraction~~distribution ~~using~~of ~~advanced~~its ~~statistical methods and analytic techniques~~platform. ~~The~~Growth ~~Company’s~~in ~~proprietary~~this ~~risk~~segment ~~assessment~~depends ~~engine offers~~on ~~standard~~market ~~and~~acceptance ~~customized~~of ~~scoring and appraisal services based on multi-dimensional factors~~analytics solutions, ~~enabled by extensive~~ data ~~coverage through~~availability, ~~exclusive~~competitive ~~telco~~conditions, ~~partnerships. The Company augments~~ and ~~shares~~compliance ~~value~~ with ~~its~~applicable ~~partners~~regulatory ~~through~~and ~~various big~~ data ~~enabled~~protection ~~applications including preferred risk selection, precision marketing, product customization, and claims management (e~~requirements.~~g. fraud detection).~~

~~The Company’s~~Advanced ~~mission~~Technology ~~is to deliver the next generation of data-driven insurance solutions that result in more accurate risk assessments, more efficient processes~~ and aPlatform ~~more delightful customer journey.~~Solutions

~~-50-~~C2 Platform

~~Table~~The Company’s advanced technology and platform solutions business vertical focuses on enabling next-generation connected vehicle ecosystems by integrating advanced communication, data, and AI technologies into commercial and specialty (e.g., emergency response) vehicles. Through our subsidiary, JiuGe Technology, we provide system integration services and technology platforms that support the development of ~~Contents~~intelligent, networked vehicle fleets for government and enterprise customers.

We have developed the Advanced Mobile Integrated Command and Communication Platform (the “C2 Platform”) as a core offering to address critical communications needs for emergency response, disaster recovery, and specialized field operations. The C2 Platform integrates satellite communication, 5G mobile networks, ~~Company~~IoT-enabled ~~anticipates~~sensors, ~~development~~AI-driven ofdata ~~Sapientus~~analytics, inand ~~three~~cloud-based ~~key~~infrastructure ~~stages:~~to enable real-time data transmission, remote monitoring, and mobile command coordination.

~~Stage 1: Initialization~~- 68 -

~~During the~~This ~~initialization~~platform ~~stage,~~is ~~the~~designed ~~Company’s focus on building its brand and honing its rating framework and analytics. To accomplish this, the Company will be partnering with reinsurers~~ to ~~increase~~enhance ~~its~~field ~~visibility as well as assimilate its data analytics into the reinsurers’~~operations ~~value~~by ~~chain.~~maintaining ~~Potential~~reliable ~~engagements~~communication ~~include~~links, ~~underwriting~~enabling ~~enhancement,~~remote ~~market~~command ~~segmentation~~capabilities, ~~product design as well as facilitation of claims review~~ and ~~adjudication.~~facilitating ~~Revenue~~data-driven ~~during this time will be sourced mainly from offering proprietary rating system and related services that are customized to fit the Company’s reinsurer partners’ specific needs. Furthermore~~decision-making, ~~establishing collaborative facilities~~even ~~with~~in ~~reinsurers~~remote ~~allows~~or ~~the~~disaster-affected ~~Company to integrate posterior information (claims, underwriting experience, and campaign feedback) for improving its scoring / measurement system~~environments.

~~Stage~~The Company markets its C2 platform to enterprise 2:and ~~Expansion~~public-sector customers, including municipalities, emergency response agencies, industrial operators, and automotive partners. Sales activities are conducted through direct engagement, government procurement processes, and strategic partnerships.

The ~~expansion~~ ~~stage shifts the~~ Company’s ~~revenue~~supports ~~focus~~adoption ~~from offering rating system alone to earning commissions and profit shares~~ through ~~channel~~ ~~expansion~~pilot ~~and innovative product designs enabled by more granular customer segmentation. Channel expansion could be achieved~~programs, bylive ~~cross-selling through the Company’s affiliated company and brokerage arm~~demonstrations, ~~supported by leads generation for niche marketing~~ and ~~further~~participation ~~upselling.~~in Inpublic ~~addition,~~safety ~~developing customized product solutions with reinsurers will augment value proposition, offering more personalized~~ and ~~efficient~~technology-related ~~coverage based on the latent risks of individuals~~events. ~~Precision~~The ~~marketing~~C2 ~~enhances~~platform ~~product take-up rates, while preferred risk selection~~ is ~~expected~~positioned tofor ~~attract~~deployment ~~profitable business and improve portfolio results. As such, added value can be~~in ~~generated~~mission-critical ~~and~~communication ~~shared among Sapientus~~ and ~~its~~operational ~~(re)insurer and distribution partners~~environments.

The Company provides implementation support, system integration, and training services to facilitate customer onboarding and platform deployment. Growth in this segment depends on public-~~51-~~sector procurement activity, enterprise adoption, and the Company’s ability to secure strategic alliances and integration partnerships.

~~Table~~Throughout fiscal 2026, JiuGe Technology secured contracts from government emergency response agencies in multiple Chinese cities through competitive public tender processes. As of ~~Contents~~February 28, 2026, ten vehicles equipped with the C2 Platform had been deployed for beta testing and operational use.

Stage 3: Integration

As Sapientus matures, the Company enters the integration stage. Behavioral dynamics can prove to be very versatile in supporting many possibilities beyond insurance. Having accumulated more diverse data and insights enriches the Company’s rating perspective, enabling it to offer a universal rating platform that can be commonly adopted across the industry. The Company’s platform can be readily integrated with other systems, helping the Company extend reach beyond insurance applications. For example, the Company’s generalized rating system can help conduct smart underwriting for financial loans or craft out consumer behaviors and risk propensities to inform ecommerce business decisions. The Company’s platform can be used standalone as an independent rating tool, as well as offered as part of an integrated system, joining forces with various ecosystem partners on data access, customer relationships, advanced analytics, product and service capabilities. Types of value that can be realized through ecosystems include:

■ Friction reduction: Creating a one-stop shop or interface for consumers by removing the hassle of switching among multiple providers;

■ Network effects: Generating synergy value for stakeholders by pooling and sharing information and resources to serve common needs; and

■ Data integration: Mining and analyzing available data, applying learnings to deliver convenience and tangible benefits to customers.

Growth Strategy

The Company’s long-term growth strategy focuses ison ascaling ~~multi-pronged~~its ~~approach~~existing business capabilities, ~~continually~~enhancing ~~asking~~its ~~“What’s~~technology ~~next?”~~platforms, and ~~consisting~~expanding ofinto ~~the~~adjacent markets where its ~~following:~~platform, data, and system-level expertise can be effectively applied.

■Key ~~Enhancing~~elements ~~PigeonHoles~~of ~~Integration~~this ~~System~~strategy and the SMS Integrated System. Maintaining a stable and robust platform is expected to give the Company the flexibility to manage new product offering and packages in order to increase revenue. This will be the key critical success factor for the Company’s expansion plans.include:

■· ~~Expanding~~Strengthening ~~customer~~core ~~base~~operations. ~~Along~~The ~~with the stability of the~~ Company’s ~~platform~~intends ~~and~~to ~~its~~continue ~~ability~~ to ~~access~~improve ~~working~~operational ~~capital~~efficiency, ~~the~~platform ~~Company’s~~reliability, ~~growth~~and ~~will~~technological becapabilities ~~based~~within ~~on increasing~~ its ~~market~~existing ~~share~~markets ~~through~~in ~~expanding~~the ~~its~~PRC. ~~base~~This inincludes ~~its~~optimizing ~~current~~transaction ~~geographic~~processing, ~~regions~~improving ofsystem ~~operations~~scalability, and ~~through~~maintaining ~~expanding~~strong ~~its~~relationships ~~presence~~with ~~into~~telecommunications ~~other~~operators, ~~regions.~~service ~~The Company’s offerings can be targeted to a wider group of customers~~providers, ~~which~~and ~~should~~enterprise ~~improve overall revenue~~customers.

■· ~~New~~Expansion ~~Product~~of ~~line~~the ~~expansion~~telecommunications ecosystem. The Company ~~plans~~seeks to ~~constantly~~support ~~increase~~the ~~its~~growth ~~product~~of ~~offerings from~~ its ~~telco~~telecommunications-related ~~partners~~services by ~~designing~~increasing ~~new~~transaction ~~packages~~volumes, ~~and~~strengthening ~~offerings~~operator inintegrations, ~~order~~and tobroadening ~~differentiate~~service ~~the~~offerings ~~Company~~through ~~from~~ its ~~competition~~operating subsidiaries. ~~New~~Growth ~~product~~in ~~line~~this ~~and~~segment ~~services~~is ~~are~~ expected to be ~~introduced~~driven ~~progressively~~by toenhanced beenterprise ~~offered~~adoption, todeeper ~~the~~ecosystem ~~end~~integration, ~~users~~and ~~via~~ongoing ~~the~~product ~~telco delivery channels~~innovation. ~~This is expected to expand our revenue base.~~

■· ~~Enhancing~~Advancement ~~values~~of data analytics technologies and platforms. The Company intends to ~~continue~~further develop its data analytics capabilities and platforms to ~~build~~address ~~brand~~evolving ~~loyalty~~market demand and ~~enhance~~create ~~its~~additional ~~customer~~revenue ~~service~~streams. This includes enhancing the Sapientus Platform to ~~ensure~~expand ~~customer~~data ~~retention~~processing capabilities, analytical modeling, and ~~repeat~~enterprise ~~sales~~reporting solutions, enabling scalable, data-driven decision-making tools across various industry verticals.

■· ~~Diversification.~~Scaling ~~Breaking~~of ~~away~~marketplace ~~from~~platform ~~the~~and ~~Company’s~~digital ~~core~~commerce ~~and~~infrastructure ~~traditional~~solutions. ~~business,~~The ~~the~~ Company isintends ~~moving~~to ~~into~~scale ~~the~~its ~~insurance~~mobile-first, ~~technology~~online-to-offline (“~~insurtech~~O2O”) ~~space~~marketplace ~~with~~platforms ~~Sapientus~~through increased user adoption, expansion of service provider networks, and ~~the~~higher ~~Company’s~~transaction ~~big~~volumes ~~data~~across ~~analytics~~its ~~arm~~digital commerce ecosystem. Growth initiatives will include enhancing platform functionality, optimizing user experience, and expanding into additional service categories and geographies. The Company ~~intends~~also seeks to ~~continue~~strengthen tomonetization ~~explore~~through ~~opportunities~~transaction-based infees, ~~the~~subscription ~~financial~~models, ~~technology~~and ~~services~~advertising ~~(“fintech”)~~services, ~~healthcare~~subject to market adoption and ~~advertising~~platform ~~industries~~maturity.

■· ~~Focusing~~Expansion onof ~~strength~~advanced technology and ~~investing~~platform ~~in talent~~solutions. The Company ~~intends~~plans to ~~continue~~expand toits ~~build~~advanced ~~the~~technology ~~strongest~~and ~~team~~platform insolutions ~~all~~offerings, ofincluding its ~~various~~C2 ~~businesses~~Platform, into additional areas of critical infrastructure and business critical operations. ~~The~~These ~~Company~~areas ~~intends~~may toinclude ~~also~~public ~~continue~~safety tosystems, ~~build~~transportation ~~its~~networks, ~~core~~emergency ~~values~~response coordination, and other large-scale operational environments. Growth in this segment is expected to ~~enhance~~be ~~and~~driven ~~differentiate~~by ~~its~~continued ~~support~~product development, pilot deployments, and ~~services~~increased tocustomer ~~ensure~~adoption itin isboth ~~able~~enterprise and public-sector markets, subject to ~~stand~~procurement ~~out~~cycles, ~~from~~regulatory ~~its~~requirements, ~~competitors~~and technical validation.

-52 69 -

~~Table~~· ofProductization ~~Contents~~for regional deployment. The Company plans to adapt its existing intellectual property, data analytics models, and platform capabilities, including its Sapientus Platform and mobility platforms, for deployment in selected regional markets. This approach aims to enable scalable expansion by leveraging established technology assets and operational expertise across multiple markets.

~~Sales~~ · Strategic partnerships, investments, and ~~Marketing~~acquisitions. The Company seeks to identify and pursue strategic partnerships, joint ventures, and acquisition opportunities that enhance its distribution capabilities, expand its service offerings, and support long-term value creation.

■ The Company’s sales and marketing efforts are focused on promoting brand awareness of its JiuGe telecommunication stores currently operating on most major e-commerce and social media platforms in China.

■ The Company is continuously planning, in cooperation with its telco partners, seasonal and targeted marketing events in different provinces and cities.

■ Since the inception of JiuGe Technology in 2018, the Company has secured contracts and agreements to work with nine (9) online stores and twenty (20) business partners. The Company’s strategy is to expand into the entire China region and to reach out to a wider base of customers and users that can benefit from the Company’s product offerings.

■ The Company’s new agreement with China Mobile on the loyalty redemption business is a step towards the Company’s customer retention strategy that is expected to also enable it to cross-sell additional products and offerings from the Company.

■ The Company intends to continue to focus on, and expand, its roster of corporate clients to improve sales in its SMS business, and intends to focus on expanding into different industries.

Research & Development

■ ~~RCS~~Telecommunications ~~Platform~~Products & Services - AsThe aCompany ~~leader~~continues into ~~the~~develop its messaging platform that allows businesses and brands to engage with their customers using 5G ~~ecosystem~~infrastructure, inproviding ~~China~~a more efficient, ~~the~~cost-effective, ~~Company~~and robust user experience. This development is ~~developing~~expected to create a new marketing channel for the ~~RCS~~Company’s ~~platform~~current toand ~~strengthen~~prospective ~~its~~business ~~first~~partners. ■ Data Analytics Platform Solutions -~~mover~~ ~~advantage~~The inCompany ~~MaaP~~continues ~~(Messaging~~to asdevelop aits Data Analytics Platform Solutions (Big Data). ~~This~~analytics ~~messaging~~capabilities, including its Sapientus data platform, ~~enables~~by ~~businesses~~integrating external data sources and ~~brands~~refining proprietary data models to ~~communicate~~support insurtech and ~~service~~fintech ~~their~~applications ~~customers~~in oncollaboration 5Gwith ~~infrastructure,~~insurance ~~delivering~~and afinancial ~~more~~services ~~efficient,~~partners. ~~more~~■ ~~cost~~DaGe ~~efficient~~Platform - The Company is developing its DaGe platform to enhance data processing, aggregation, and ~~more~~analytics ~~robust~~capabilities, ~~user~~with ~~experience~~a focus on scalable deployment for enterprise use cases that require large-scale processing of structured and unstructured data. ■ JiuGe Procurement Platform - This ~~should~~enterprise ~~open~~procurement upsolution ais ~~new~~being ~~marketing~~piloted ~~channel~~with ~~for~~certain ~~the~~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 ~~current~~adoption and ~~prospective~~geographic ~~business~~reach. ~~partners~~■ C2 Platform - Development efforts are focused on improving system reliability, integration capabilities, and interoperability with public-sector and enterprise infrastructure.

■ Big Data Insights - Beginning in January 2019, the Company has continuously researched industry reports and compiled data published by researchers and have incorporated its findings into its Sapientus data blocks. By integrating with external data sources, the Company’s R&D departments can develop innovative insurtech and fintech products to the Company’s re-insurance and financial services companies and partners.

Competition

~~Our industry~~The isCompany operates in a highly competitive, and rapidly ~~changing,~~evolving ~~highly~~industry ~~innovative~~that ~~and~~is ~~increasingly~~ subject to ~~regulatory~~technological ~~scrutiny~~change and regulatory oversight. ~~We compete~~The ~~against~~Company acompetes ~~wide~~with a range of ~~businesses~~participants, including ~~those that are~~ larger, ~~than~~more weestablished ~~are~~companies, ~~have~~as awell ~~dominant~~as ~~and~~providers ~~secure position or offer other products and services to consumers and merchants~~ that ~~we do not~~ offer. Wesimilar ~~believe we are in an advantageous position compared to many of our competitors~~ or ~~potential~~substitute ~~competitors~~products ~~because we have been granted an exclusive license to act as an authorized processor of payments in China for China Unicom~~ and ~~China Mobile~~services.

~~Our~~ The Company’s mobile payments business competes ~~principally against two alternatives. First, we compete directly~~ with other ~~holders~~licensed ofservice ~~licenses~~providers ~~from the~~authorized ~~major~~by mobile telecommunications ~~providers~~operators in China~~. We understand there are a limited number of these licenses~~, ~~but~~as ~~believe~~well ~~that certain~~as ~~other~~unlicensed ~~license holders are large, diversified companies with deep financial resources. We also compete with~~ payment processors that ~~are~~offer ~~not~~comparable ~~authorized licensees of the mobile telecommunications companies but nevertheless provide similar~~ services. ~~Separately,~~In ~~and more generally~~addition, wethe ~~compete~~Company competes with ~~all~~alternative ~~forms~~payment ~~and~~ methods ~~of paying for additional data and minutes~~, including credit and debit cards, ~~other~~ other electronic payment platforms, and bank transfers.

~~Because we~~The ~~have~~Company ~~been~~holds ~~awarded~~an aexclusive ~~contract~~license to ~~process~~act as ~~payments~~an authorized payment processor for China Unicom and China Mobile. ~~and,~~These ~~are~~arrangements ~~therefore,~~provide ~~able~~the toCompany ~~offer~~with ~~services~~access ~~directly~~ to ~~market~~distribution channels ~~with~~for ~~value~~mobile ~~added~~payment services; however, ~~we believe the Company is in an advantageous position as compared to its~~ competition. Weremains ~~look~~based ~~to take~~on ~~advantage~~service ofcapabilities, ~~the~~pricing, ~~position~~technology, ~~that~~and wecustomer ~~have been afforded~~adoption.

Intellectual Property

The Company has sufficient intellectual property rights to operate its mobile payment and recharge platform system. Specifically, the Company has registered patents for its mobile payment and recharge platform system. The Company will continue to enhance the system to meet market and consumer demands and requirements. The Company has also implemented strict controls to ensure the safe and secure keeping of any source codes.5

-53 70 -

Table of Contents

The Company has registered the following patents:

Patent Registration Number	Region	~~Region~~Title	Inventors	~~Title~~Applicant	Status as of the date of this Annual Report	~~Inventors~~	~~Applicant~~	~~Status as of the date of this Annual Report~~
2019SR0439119	Shanghai, China	~~Shanghai,~~PigeonHoles ~~China~~Integration System (1)	Shanghai JiuGe Business Management Co. Ltd	~~PigeonHoles~~Shanghai ~~Integration~~JiuGe ~~System~~Business ~~(1)~~Management Co. Ltd	Obtained	~~Shanghai JiuGe Business Management Co. Ltd~~	~~Shanghai JiuGe Business Management Co. Ltd~~	~~Obtained~~
2020SR0741902	Shanghai, China	~~Shanghai,~~SMS ~~China~~Integrated System(2)	Shanghai JiuGe Information Technology Co. Ltd	~~SMS~~Shanghai ~~Integrated~~JiuGe ~~System(2)~~Information Technology Co. Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2020SR0792227	China	~~China~~JiuGe Customer Profiling Software V1.0.0 (3)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~Customer~~Information ~~Profiling~~Technology ~~Software V1~~Co.~~0.0~~ ~~(3)~~Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2020SR0772385	China	~~China~~JiuGe TELCO Big Data Software V1.0.0 (4)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~TELCO~~Information ~~Big~~Technology ~~Data Software V1~~Co.~~0.0~~ ~~(4)~~Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2020SR0809253	China	~~China~~JiuGe Risk Assessment System Software V1.0.0 (5)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~Risk~~Information ~~Assessment~~Technology ~~System Software V1~~Co.~~0.0~~ ~~(5)~~Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2020SR0860695	China	~~China~~JiuGe Internet Big Data Software V1.0.0 (6)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~Internet~~Information ~~Big~~Technology ~~Data Software V1~~Co.~~0.0~~ ~~(6)~~Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2020SR0867792	China	~~China~~JiuGe Mobile Digital Precision Marketing Software V1.0.0 (7)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~Mobile~~Information ~~Digital~~Technology ~~Precision Marketing Software V1~~Co.~~0.0~~ ~~(7)~~Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2021SR2129368	China	~~China~~JiuGe Risk Query API and UI Design V1.0.0 (8)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe ~~Risk~~Information ~~Query~~Technology ~~API and UI Design V1~~Co.~~0.0(8)~~ Ltd	Obtained	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Shanghai JiuGe Information Technology Co. Ltd~~	~~Obtained~~
2021SR773860		China		JiuGe Insurance Anti-Fraud System Design V1.0.0 (9)		Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained
2021SR1773860	China	JiuGe Insurance Anti-Fraud System Design V1.0.0 (9)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained
2022SR1343393	China	JiuGe Insurance Client Medical Behavior Assessment System V1.0.0 (10)	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

- 71 -

2023SR0092476	China	JiuGe Insurance Client Financial Rating System V1.0.0 ⁽¹¹⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

2024SR0201599	China	JiuGe Mobile Protection Mini Program Server System V1.0.0 ⁽¹²⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

2024SR0373838	China	JiuGe Mobile Protection Mini Program Client System V1.0.0 ⁽¹³⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

2024SR2019159	China	JiuGe Mobile Recharge System V1.0.0 ⁽¹⁴⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

2025SR1169273	China	JiuGe Mobile Recharge Channel Management System V1.0.0 ⁽¹⁵⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

2025SR1946587	China	JiuGe Traffic Operation Management System V1.0.0 ⁽¹⁶⁾	Shanghai JiuGe Information Technology Co. Ltd	Shanghai JiuGe Information Technology Co. Ltd	Obtained

Notes:

~~(1)~~	PigeonHoles Integration System is the Company’s proprietary universal exchange platform which provides seamless integration between telecommunication operators and online stores servicing PRC’s customers.(1)	PigeonHoles Integration System is the Company’s proprietary universal exchange platform which provides seamless integration between telecommunication operators and online stores servicing PRC’s customers.
~~(2)~~	The Company’s SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their own messaging settings. Corporate partners can upload a list of targeted members, compose text or multimedia messages and define broadcasting settings.(2)	The Company’s SMS Integrated System provides a robust back-end control panel for corporate partners to access and manage their own messaging settings. Corporate partners can upload a list of targeted members, compose text or multimedia messages and define broadcasting settings.
~~(3)~~	~~Patent based on JiuGe’s big data analysis and commercialization of consumer’s profile~~(3)	Patent based on JiuGe’s big data analysis and commercialization of consumer’s profile
~~(4)~~	~~Patent based on JiuGe’s big data analysis for telecommunication products and services~~(4)	Patent based on JiuGe’s big data analysis for telecommunication products and services
~~(5)~~	~~Patent based on JiuGe’s big data analysis on risk assessment system~~(5)	Patent based on JiuGe’s big data analysis on risk assessment system
~~(6)~~	~~Patent based on JiuGe’s big data analysis for online product.~~(6)	Patent based on JiuGe’s big data analysis for online product.
~~(7)~~	~~Patent based on JiuGe’s big data analysis for online digital contents on mobile~~(7)	Patent based on JiuGe’s big data analysis for online digital contents on mobile
~~(8)~~	~~Patent based on JiuGe’s big data analysis for Risk Query API and UI designs~~(8)	Patent based on JiuGe’s big data analysis for Risk Query API and UI designs
~~(9)~~	~~Patent based on JiuGe’s big data analysis for Insurance Anti-Fraud System Design~~(9)	Patent based on JiuGe’s big data analysis for Insurance Anti-Fraud System Design
	(10)	Patent based on JiuGe’s big data analysis for Insurance Client Medical Behavior Assessment System

-54 72 -

Table of Contents

	(11)	Patent based on JiuGe’s big data analysis for Insurance Client Financial Rating System

	(12)	JiuGe Mobile Protection Mini Program Server System is a data analysis and processing service powered by big data platforms. It cooperates with insurance companies to provide mobile screen and other hardware protection services for telecom operator users.

	(13)	JiuGe Mobile Protection Mini Program Client System is a client application that, based on big data analytics and in cooperation with insurance companies, supports mobile screen and other hardware protection services for telecom operator users.

	(14)	JiuGe Mobile Recharge System is an in-house developed direct top-up platform that enables seamless integration between telecom carriers and online stores serving customers in mainland China.

	(15)	JiuGe Mobile Recharge Channel Management System is the channel management service for the JiuGe Mobile Recharge System. It features routing, management, and accounting across multiple carriers, regions, channels, and plans.

	(16)	JiuGe Traffic Operation Management System is an in-house developed direct data recharge platform built by our company. It is dedicated to enabling seamless integration between telecom carriers and online stores as well as points malls serving customers in the Chinese mainland.

Regulation

WeThe ~~operate~~Company operates in a ~~rapidly~~highly ~~evolving~~regulated ~~regulatory~~ environment related ~~characterized~~to byits ~~a heightened regulatory focus on all aspects of the~~ payments ~~industry~~business. ~~That~~The ~~focus~~regulatory ~~continues~~framework togoverning become even more heightened as regulators on a global basis focus on such important issues as countering terrorist financing, anti-money laundering, privacy, cybersecurity and consumer protection. Some of the laws and regulations to which we are subject were enacted recently, and the laws and regulations applicable to us, including those enacted prior to the advent of digital and mobile payments, ~~are~~continues ~~continuing~~ to evolve ~~through~~ ~~legislative~~in ~~and~~response ~~regulatory~~to ~~action~~developments in ~~and~~areas ~~judicial interpretation. New or changing laws and regulations, including how~~ such ~~laws and regulations are interpreted and implemented,~~ as ~~well as increased penalties and enforcement actions related to non~~anti-~~compliance,~~money ~~could have a material adverse impact on our business~~laundering, ~~results~~counter-terrorist ~~of operations~~financing, ~~and~~data ~~financial condition. Therefore~~privacy, ~~as we grow~~cybersecurity, weand ~~will~~consumer ~~need to develop the capacity to monitor these areas closely to design compliant solutions for our customers who depend on us~~protection.

~~Government~~In ~~regulation~~China, ~~impacts~~the ~~key~~Company’s ~~aspects~~payment-related activities are subject to oversight by relevant financial regulatory authorities, including the People’s Bank of China. Other national or provincial regulatory agencies may have or assert jurisdiction over our ~~business.~~activities, including agencies and authorities outside of China, Weif ~~are~~our ~~subject~~platform tois utilized by consumers in such jurisdictions. The laws and regulations ~~that~~applicable ~~affect~~to the payments industry in ~~the~~any ~~markets~~given jurisdiction inare ~~which~~subject weto ~~operate~~interpretation and change.

~~Payments~~The ~~Regulation.~~Company ~~Various~~is ~~laws~~subject ~~and~~to ~~regulations~~anti-money laundering ~~govern~~and ~~the~~counter-terrorist ~~payments~~financing ~~industry~~laws in ~~China,~~the ~~where~~United ~~our~~States, ~~mobile~~China, ~~payment~~ and ~~recharge~~other ~~platform~~jurisdictions ~~principally~~where it operates. ~~Our~~These ~~activities~~requirements ~~in this regard~~include ~~are,~~compliance orwith ~~may~~applicable besanctions regimes, ~~supervised~~including bythose ~~one~~administered orby ~~more~~the ~~financial~~U.S. ~~regulatory~~Department ~~authorities,~~of ~~including~~ the ~~People~~Treasury’s ~~Bank~~Office of ~~China. Other national~~Foreign orAssets ~~provincial~~Controls ~~regulatory~~(“OFAC”) ~~agencies may have or assert jurisdiction over our activities, including agencies~~ and equivalent authorities ~~outside~~in of China~~, if~~ ~~our platform is utilized by consumers in such jurisdictions. The laws~~ and ~~regulations~~other ~~applicable~~countries towhose ~~the~~jurisdiction ~~payments~~we ~~industry~~may inbecome ~~any given~~subject ~~jurisdiction~~as ~~are~~a ~~subject~~result toof ~~interpretation~~our ~~and change~~operations.

~~Anti-Money~~The ~~Laundering~~Company ~~and Counter-Terrorist Financing. FingerMotion~~ is also subject to ~~anti-money~~data ~~laundering~~protection and ~~(“AML”)~~information security laws ~~and regulations~~ in China, the U.S. and ~~other~~the jurisdictions~~, as~~ ~~well~~in aswhich ~~laws~~it ~~designed~~operates, toincluding ~~prevent~~requirements ~~the~~relating ~~use~~to of the ~~financial systems to facilitate terrorist activities. As we grow our business, we will~~safeguarding ~~need~~of topersonal ~~develop~~information anand ~~AML~~maintaining ~~program~~information ~~designed~~security toprograms. ~~prevent~~Regulatory ~~our~~authorities ~~payment~~around ~~network~~the ~~from~~world ~~being~~are ~~used~~considering ~~to facilitate money laundering, terrorist financing,~~numerous legislative and ~~other~~regulatory ~~illicit~~proposals ~~activities,~~concerning orprivacy toand dodata ~~business~~protection inthat ~~countries~~may orcontain ~~with~~additional ~~persons~~privacy and ~~entities~~data ~~included~~protection ~~on designated country or person lists~~obligations ~~promulgated~~than byexist ~~the U~~today.S. ~~Department~~In ofaddition, the ~~Treasury’s~~interpretation ~~Office~~and application of ~~Foreign~~these ~~Assets~~privacy ~~Controls~~and ~~(“OFAC”)~~data ~~and~~protection ~~equivalent authorities~~laws in China, ~~and~~the ~~other countries whose jurisdiction we may become subject as a result of our operations~~U.S. ~~Any AML~~ and ~~sanctions~~elsewhere ~~compliance~~are ~~program~~often weuncertain ~~put in place will need to involve policies, procedures~~ and ~~internal controls designed to address these legal and regulatory requirements and assist~~ in ~~managing~~a ~~money~~state ~~laundering~~of ~~and terrorist financing risks~~flux.

~~Data~~The ~~Protection~~Company ~~and~~is ~~Information Security. Aspects of our operations or business may be~~ subject to ~~privacy~~applicable ~~and data protection regulation in China~~anti-corruption laws, ~~the~~including ~~U.S. and elsewhere. In~~ the U.S.~~, we~~ ~~are~~Foreign ~~subject~~Corrupt toPractices ~~privacy information safeguarding requirements under the Gramm-Leach-Bliley~~ Act ~~that~~and ~~require~~ the ~~maintenance~~U.K. ofBribery ~~a written~~Act, ~~comprehensive~~ ~~information~~as ~~security~~well ~~program,~~as ~~among~~similar ~~other~~ laws, ~~which~~in weother dojurisdictions ~~not currently have~~ in ~~place. Regulatory authorities around the~~which ~~world~~it ~~are~~operates. ~~considering~~Anti-corruption ~~numerous~~laws ~~legislative~~generally ~~and~~prohibit ~~regulatory~~offering, ~~proposals~~promising, ~~concerning~~giving, ~~privacy~~accepting ~~and~~or ~~data~~authorizing ~~protection~~others ~~that~~to ~~may~~provide ~~contain additional~~anything ~~privacy~~of ~~and~~value, ~~data~~either ~~protection~~directly ~~obligations~~or ~~than~~indirectly, ~~exist~~to ~~today.~~or Infrom ~~addition,~~a ~~the~~government ~~interpretation~~official ~~and~~or ~~application~~private ofparty ~~these~~in ~~privacy~~order ~~and~~to ~~data~~influence ~~protection laws~~official inaction ~~China,~~or ~~the~~otherwise gain ~~U.S.~~an ~~and~~unfair ~~elsewhere~~business ~~are~~advantage, ~~often~~such ~~uncertain~~as ~~and~~to inobtain aor ~~state~~retain ~~of flux~~business.

~~Anti-Corruption.~~Regulatory ~~FingerMotion~~developments iscontinue ~~subject~~in ~~to applicable~~areas ~~anti-corruption laws,~~ such as ~~the~~digital ~~U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act~~payments, ~~and~~virtual ~~similar anti-corruption laws in the jurisdictions in which we operate. Anti-corruption laws generally prohibit offering~~currencies, ~~promising,~~identity ~~giving~~verification, ~~accepting or authorizing others to provide anything of value~~cybersecurity, ~~either~~and ~~directly~~marketing ~~or indirectly~~practices, towhich ormay ~~from~~affect athe ~~government official or private party in order to influence~~regulatory ~~official~~framework ~~action~~applicable ~~or otherwise gain an unfair business advantage, such as~~ to ~~obtain~~the orCompany’s ~~retain~~ business.

~~Additional~~The ~~Regulatory~~Company ~~Developments.~~must ~~Various regulatory~~also ~~agencies~~adhere ~~continue~~ to ~~examine~~environmental laws aand ~~wide~~regulations ~~variety~~in ofthe ~~issues,~~jurisdictions ~~including~~in ~~virtual~~which ~~currencies,~~it ~~identity~~operates. ~~theft,~~Compliance ~~account~~with ~~management~~these ~~guidelines, privacy,~~laws ~~disclosure~~and ~~rules,~~regulations ~~cybersecurity~~has ~~and~~not ~~marketing~~had ~~that~~a ~~may~~material ~~impact~~effect on the Company’s ~~business~~capital expenditures, results of operations, or competitive position.

-55 73 -

~~Table of Contents~~Employees

As of February 28, 2026, we had 48 total employees, of whom all were full-time. We have 40 employees in China, 4 employees in Malaysia, 2 employees in Hong Kong, 1 employee in Taiwan and 1 employee in Canada. We believe that we maintain satisfactory working relationships with our employees.

Compliance with Environmental Laws

Compliance with foreign, federal, state and local laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had a material effect on our capital expenditures, earnings or competitive position.

Employees

As of August 31, 2022, we had 68 total employees, of whom all were full time. We have approximately 58 employees in China, 4 employees in Malaysia, 2 employees in Hong Kong, 1 employee in Taiwan, 2 employees in USA and 1 employee in Canada. We believe that we enjoy good relations with our employees.

Properties

Our corporate headquarters is located at ~~1460~~111 ~~Broadway,~~Somerset ~~New~~Road, ~~York~~Level 3, ~~New~~Singapore, ~~York~~238164. We do not own any real property and lease all our office space.

Legal Proceedings

In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. The results of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financial condition or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management’s time and attention and other factors.

There are no matters as of ~~May~~June 3110, ~~2022~~2026 that in the opinion of management might have a material adverse effect on our results of operations, financial condition or cash flows, or that are required to be disclosed under the rules of the SEC.

Securities Authorized for Issuance ~~under~~Under Equity Compensation Plans

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants, rights

~~Number~~Weighted-average ~~of securities to be issued upon~~ exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

~~Weighted-average exercise price of outstanding options, warrants and rights~~

~~Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))~~

(a)

(b)

(ac)

~~(b)~~

~~(c)~~

Equity compensation plans approved by security holders

6,039,100

$4.18

42,~~545~~780,500

~~8.00~~

~~2,454,500~~

Equity compensation plans not approved by security holders

N/A

~~N/A~~

Total

6,039,100

42,~~545~~780,500

~~2,454,500~~

- 74 -

Effective September 27, 2021, our Board of Directors authorized and approved the adoption by the Company of the 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”), pursuant to which an aggregate of 7,000,000 shares of our common stock may be issued pursuant to awards that may be granted under the 2021 Stock Incentive Plan. The 2021 Stock Incentive Plan was approved by our stockholders at our annual meeting of stockholders held on November 22, 2021.

~~The~~On ~~2021~~December ~~Stock~~12, ~~Incentive~~2022, ~~Plan is administered by~~ our Board of Directors, orauthorized and approved the ~~Compensation~~adoption ~~Committee,~~of orthe ~~any~~Company’s ~~other~~2023 ~~committee~~Stock ~~appointed~~Incentive byPlan (the ~~Board~~“2023 ofStock ~~Directors~~Incentive toPlan”), ~~administer~~under which ~~the~~an ~~2021~~aggregate ~~Stock Incentive~~of ~~Plan~~9,000,000 ~~and~~of ~~the~~our ~~Board~~shares of ~~Directors~~common ~~shall~~stock ~~determine,~~may ~~among~~be ~~other~~issued ~~things~~which consists of: (i) ~~the~~3,571,000 ~~persons~~shares issuable pursuant to beawards previously granted ~~awards~~that were outstanding under the 2021 Stock Incentive Plan as of December 12, 2022; (ii) ~~the~~3,429,000 ~~number~~shares remaining ofavailable ~~shares~~for orissuance ~~amount~~under ofthe ~~other~~2021 ~~awards~~Stock toIncentive bePlan ~~granted~~as of December 12, 2022; and (iii) ~~the~~2,000,000 ~~terms~~additional ~~and~~shares ~~conditions~~that may ofbe ~~the~~issued pursuant to awards that may be granted under the 2023 Stock Incentive Plan. The 2023 Stock Incentive Plan supersedes and replaces the Company’s ~~may~~2021 ~~issue~~Stock ~~restricted~~Incentive ~~shares~~Plan, ~~stock~~which ~~options,~~was ~~restricted~~approved ~~stock~~by ~~units,~~our ~~stock~~stockholders ~~appreciation~~at ~~rights,~~the ~~deferred~~annual ~~stock~~meeting ~~rights~~of ~~and~~stockholders ~~dividend~~held ~~equivalent~~on ~~rights~~February 17, ~~among~~2023. ~~others,~~The ~~under~~terms of the 2023 Stock Incentive Plan are the same as the 2021 Stock Incentive Plan other than the increase in the aggregate number of shares reserved for awards under the 2023 Stock Incentive Plan.

~~-56-~~The 2023 Stock Incentive Plan is administered by our Board of Directors, or the Compensation Committee, or any other committee appointed by the Board of Directors to administer the 2023 Stock Incentive Plan, and the Board of Directors shall determine, among other things: (i) the persons to be granted awards under the 2023 Stock Incentive Plan; (ii) the number of shares or amount of other awards to be granted; and (iii) the terms and conditions of the awards granted. The Company may issue restricted shares, stock options, restricted stock units, stock appreciation rights, deferred stock rights and dividend equivalent rights, among others, under the 2023 Stock Incentive Plan. As indicated above, an aggregate of 9,000,000 of our shares may be issued pursuant to the grant of awards under the 2023 Stock Incentive Plan.

~~Table~~An award may not be exercised after the termination date of ~~Contents~~the award and may be exercised following the termination of an eligible participant’s continuous service only to the extent provided by the administrator under the 2023 Stock Incentive Plan. If the administrator under the 2023 Stock Incentive Plan permits a participant to exercise an award following the termination of continuous service for a specified period, the award terminates to the extent not exercised on the last day of the specified period or the last day of the original term of the award, whichever occurs first. In the event an eligible participant’s service has been terminated for “cause”, he or she shall immediately forfeit all rights to any of the awards outstanding.

~~An award may not be exercised after the termination~~The ~~date~~2023 ~~of the award and may be exercised following the termination of an eligible participant’s continuous service only to the extent provided by the administrator under the 2021~~ Stock Incentive Plan. Ifincludes the ~~administrator~~following ~~under~~best ~~the~~practice ~~2021~~provisions ~~Stock Incentive Plan permits a participant~~ to ~~exercise~~reinforce ~~an award following~~ the ~~termination~~alignment ofbetween ~~continuous~~stockholders’ ~~service for a specified period, the award terminates to the extent~~interests ~~not~~and ~~exercised~~equity oncompensation ~~the last day of the specified period or the last day of the original term of the award, whichever occurs first~~arrangements. InThese ~~the event~~provisions ~~an eligible participant’s service has been terminated for “cause”~~include, hebut orare ~~she~~not ~~shall~~limited ~~immediately forfeit all rights~~ to ~~any of the awards outstanding.~~:

The 2021 Stock Incentive Plan includes the following best practice provisions to reinforce the alignment between stockholders’ interests and equity compensation arrangements. These provisions include, but are not limited to:

●

No discounted awards: the exercise price of an award must not be lower than 100% of the fair market value of the shares on the stock exchange or system on which the shares are traded or quoted at the time the award is granted;

●

No buyout without shareholder approval: outstanding options or non-qualified stock options (“SARs”) may not be bought out or surrendered in exchange for cash unless shareholder approval is received;

●

No repricing without shareholder approval: the Company may not, without shareholder approval, reprice an award by reducing the exercise price of a stock option or exchanging a stock option for cash, other awards or a new stock option with a reduced exercise price;

● Minimum vesting requirements for “full-value” awards: except in the case of an award granted in substitution and cancellation of an award granted by an acquired organization and shares delivered in lieu of fully vested cash awards, any equity-based awards granted under the ~~2021~~2023 Stock Incentive Plan will have a vesting period of not less than one year from the date of grant; provided, however, that this minimum vesting restriction will not be applicable to equity-based awards not in excess of 5% of the number of shares available for grant under the ~~2021~~2023 Stock Incentive Plan. For avoidance of doubt, the foregoing restrictions do not apply to the Board’s discretion to provide for accelerated exercisability or vesting of any award in case of death or disability. The treatment of awards in connection with a change of control are described below;

~~● No accelerated vesting of outstanding unvested awards and double~~-trigger change of control requirements: no acceleration of any unvested awards shall occur except in the case of the death or disability of the grantee or upon a change of control. In this respect the 2021 Stock Incentive Plan requires a “double 75 -trigger” – both a change of control and a qualifying termination of continuing services – to accelerate the vesting of awards. In connection with a change in control, time-based awards shall only be accelerated if the awards are not assumed or converted following the change in control and performance based awards shall only be accelerated: (i) to the extent of actual achievement of the performance conditions; or (ii) on a prorated basis for time elapsed in ongoing performance period(s) based on target or actual level achievement. In connection with vesting of outstanding awards following a qualifying termination after a change in control (i.e., double-trigger vesting), the same conditions set forth in the preceding sentence will apply;

●

No accelerated vesting of outstanding unvested awards and double-trigger change of control requirements: no acceleration of any unvested awards shall occur except in the case of the death or disability of the grantee or upon a change of control. In this respect the 2023 Stock Incentive Plan requires a “double-trigger” – both a change of control and a qualifying termination of continuing services – to accelerate the vesting of awards. In connection with a change in control, time-based awards shall only be accelerated if the awards are not assumed or converted following the change in control and performance based awards shall only be accelerated: (i) to the extent of actual achievement of the performance conditions; or (ii) on a prorated basis for time elapsed in ongoing performance period(s) based on target or actual level achievement. In connection with vesting of outstanding awards following a qualifying termination after a change in control (i.e., double-trigger vesting), the same conditions set forth in the preceding sentence will apply;

●

No dividends for unvested awards: holders of any awards which have not yet vested are not entitled to receive dividends, however, dividends may be accrued and paid upon the vesting of such awards;

● No liberal share recycling: shares issued under the ~~2021~~2023 Stock Incentive Plan pursuant to an award, or shares retained by or delivered to the Company to pay either the exercise price of an outstanding stock option or the withholding taxes in connection with the vesting of incentive stock awards or SARs, and shares purchased by the Company in the open market using the proceeds of option exercises, do not become available for issuance as future awards under the ~~2021~~2023 Stock Incentive Plan;

● Transferability: the awards granted under the ~~2021~~2023 Stock Incentive Plan generally may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution;

● No automatic grants: the ~~2021~~2023 Stock Incentive Plan does not provide for automatic grants to any eligible participant; and

● No evergreen provision: the ~~2021~~2023 Stock Incentive Plan does not provide for an “evergreen” feature pursuant to which the shares authorized for issuance under the ~~2021~~2023 Stock Incentive Plan can be automatically replenished.

The foregoing summary of the ~~2021~~2023 Stock Incentive Plan is not complete and is qualified in its entirety by reference to the ~~2021~~2023 Stock Incentive Plan, which is attached ~~hereto~~ as ~~exhibit 10~~Exhibit 4.1 to our Form S-8 that we filed with the SEC on February 28, 2023.

~~-57-~~MANAGEMENT

Table of Contents

Management

All FingerMotion directors hold office until the next annual general meeting of the shareholders unless his office is earlier vacated in accordance with our Articles or he becomes disqualified to act as a director. FingerMotion officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

FingerMotion executive officers and directors ~~and~~ and their respective ages as of the date of this ~~report~~prospectus are as follows:

Name and Position	Age	Principal Occupation and Positions Held During the Last Five Years
Martin J. Shen CEO	51	CEO of FingerMotion, Inc. (Dec. 1, 2018 to present); Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) (July 1, 2014 to Dec. 1, 2018); and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to June 2014).
Martin J. Shen President, CEO & Director	56	CEO of FingerMotion, Inc. (Dec. 1, 2018 to present); Founder of Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) (July 1, 2014 to Dec. 1, 2018); and CFO and COO of Wales and Son Industrial (later named Weir Minerals) (July 2004 to June 2014).
Yew Hon Lee CFO	53	CFO of FingerMotion, Inc. (Dec. 11, 2020 to present); CFO of Cubinet Interactive Group of Companies (2006 to November 2020).
Yew Hon Lee CFO, Secretary & Treasurer	57	CFO of FingerMotion, Inc. (Dec. 11, 2020 to present); CFO of Cubinet Interactive Group of Companies (2006 to November 2020).
Hsien Loong Wong Director	47	Former CEO and CFO of FingerMotion, Inc. (April 2017 to Nov. 30, 2018); Real Estate and Logistics professional in Singapore (2008 to present); Director of property at Big Box Singapore Pte. Ltd. (Dec. 2012 to Sept. 2017).
Yew Poh Leong Director	67	Director of FingerMotion, Inc. (Dec. 1, 2018 to present); Group CEO at Radinace Hospitality Group (Jan. 2005 to Dec. 2014); and Director of Strategic Projects for Keppel T&T (Jan. 2001 to Dec. 2002).
Michael Chan Director	58	Director of FingerMotion, Inc. (April 6, 2018 to present); Managing Director of Asia Pacific, Asset Servicing at Bank of New York Mellon (2007 to Sept. 2016); Head of Business Development, Asia Pacific, State Street Bank & Trust Co. (1994 to 2007).
Eng Ho Ng Director	68	Director of FingerMotion, Inc. (Dec. 11, 2020 to present); Non-Executive Chairman of ZWEEC Analytics Pte Ltd. (Feb 2020] to present); Director of TNG Fintech Group (Jan 2018 to present).
Li Li Legal Representative and General Manager of JiuGe Technology	42	Legal Representative and General Manager of JiuGe Technology (Jan. 2018 to present); Advisor to Shenzhen WuYiKa Technology Co., Ltd. (Jan. 2017 to Dec. 2017); Vice President of Shanghai JiaPinMi Information Technology Co., Ltd. (July 2015 to Dec. 2016)
Li Guang Hui Legal Representative and Vice General Manager of Beijing Technology	41	Vice General Manager of Beijing Technology; CEO of Beijing Hongyang Consulting (July 2017 to April 2019); Marketing Director of Youku Tudou (June 2011 to May 2017).

- 76 -

Hsien Loong Wong Director	51	Former CEO and CFO of FingerMotion, Inc. (April 2017 to Nov. 30, 2018); Real Estate and Logistics professional in Singapore (2008 to present); Director of property at Big Box Singapore Pte. Ltd. (Dec. 2012 to Sept. 2017).

Yew Poh Leong Director	72	Director of FingerMotion, Inc. (Dec. 1, 2018 to present); Group CEO at Radinace Hospitality Group (Jan. 2005 to Dec. 2014); and Director of Strategic Projects for Keppel T&T (Jan. 2001 to Dec. 2002).

Eng Ho Ng Director and Non-Executive Chairman	73	Director of FingerMotion, Inc. (Dec. 11, 2020 to present); Non-Executive Chairman of ZWEEC Analytics Pte Ltd. (Feb 2020 to present); Director of TNG Fintech Group (Jan 2018 to present).

Tuck Seng Low Director	67	Director of FingerMotion, Inc. (Feb. 28, 2025 to present).

Yang Yeat Choe Director	50	Director of FingerMotion, Inc. (Feb. 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).

Li Li Legal Representative and General Manager of JiuGe Technology	47	Legal Representative and General Manager of JiuGe Technology (Jan. 2018 to present); Advisor to Shenzhen WuYiKa Technology Co., Ltd. (Jan. 2017 to Dec. 2017); Vice President of Shanghai JiaPinMi Information Technology Co., Ltd. (July 2015 to Dec. 2016).

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other directorships held in reporting companies.

-58-

Table of Contents

Martin J. Shen - Mr. Shen was appointed our Chief Executive Officer and Chief Financial Officer on December 1, 2018. He has nearly 15 years of experience in senior management roles in entrepreneurial startups as well as large multinational corporations. In those roles, he acquired wide-ranging expertise in corporate management, financial oversight and operational administration. Most recently, Mr. Shen founded Imperial Distributors (formerly AP Martin Pharmaceutical Supplies Ltd.) in 2014, establishing the company as the preferred choice for providing distributional support to regional pharmacies throughout Western Canada. His leadership duties as founder and senior vice-president included overseeing all aspects of operations, including managing legal and regulatory compliance issues. They covered ensuring compliance with Health Canada requirements as well as all relevant federal, provincial and municipal legislation. He also led the finance department, building a sound foundation for the accounting function and leveraging his extensive experience in public accounting to guide the acquisition of two companies in Alberta.

Prior to Imperial, Mr. Shen served as Chief Operating Officer and Chief Financial Officer at Wales and Son Industrial (later re-named Weir Minerals) from 2004 to 2014. The firm specializes in the global delivery of, and support for, mining slurry equipment solutions including pumps, hydrocyclones, rubber and wear resistant linings. Sectors served include mining and mineral processing, energy and general industry. As COO and CFO of Wales and Son Industrial, Mr. Shen directed all financial and internal operational activities. This included financial statement preparation and tax filings, banking arrangements, executive compensation and share purchase agreements. He was also responsible for the analysis of monthly results and financial statements and reconciliations to Group head office.

Mr. Shen began his career at PricewaterhouseCoopers in the tax department in Singapore and the audit and advisory group in Hong Kong. As a Tax Manager, he consulted with tax departments of multinational corporations, including Raytheon and Exxon, to provide tax saving mechanisms and future tax planning strategies. Mr. Shen also conducted tax conferences and seminars for current and potential clients to provide overview of tax planning scenarios. He served at PricewaterhouseCoopers from 1994 to 2004. Mr. Shen also spent several years in PwC Vancouver, auditing major Canadian companies and in the process building his expertise in financial management, compliance and financial statement reporting. A US Certified Public Accountant, he holds a BSc from the University of British Columbia.

- 77 -

Mr. Shen devotes approximately 100% of his time to the Company.

Yew Hon Lee - Mr. Lee was appointed as ~~the~~ the CFO of the Company on December 11, 2020. He was the CFO of Cubinet Interactive Group of Companies ~~from~~(“Cubinet”) from 2006 to November 2020. He was one of the pioneers that started an online game publishing company. In his tenure, he was instrumental in leading Cubinet and building teams across the South East Asia region setting up all the financial processes within a short span of time. In 2011, Mr. Lee took on the additional role as the COO, Middle East and Russia, establishing new strategic partnerships. Prior to joining Cubinet, in 2001, Mr. Lee was employed by Trisilco IT Sdn Bhd as the Finance Manager overseeing the entire spectrum of the Finance and HR functions. In 2005, Mr. Lee took on the role of General Manager managing the entire operations of Trisilco from Finance, HR, Sales & Operations. Trisilco is an IT company specializing in regulatory reporting and compliance for the financial sector. Previously, Mr. Lee had a short tenure in Nadicorp Holdings (“Nadicorp”) as the internal auditor setting up the departments from scratch. Nadicorp is one of the largest private Bumiputra conglomerates with 5 main business units in Transportation, Manufacturing, Property & Plantation, Defence and Other support services. In his tenure as the Internal Auditors Manager, he set up the Audit Charter and the key internal audit processes and procedures. Mr. Lee received his diploma from the Tunku Abdul Rahman College in 1996 and is a Chartered Accountant, a Member of Malaysia Institute of Accountants and an Associate Member of the Chartered Institute of Management Accountants, United Kingdom.

Mr. Lee devotes approximately 100% of his time to the Company.

Hsien Loong Wong - Mr. Wong was appointed a Board member, Chief Executive Officer, and Chief Financial Officer on April 14, 2017. On December 1, 2018, Mr. Wong resigned as the Chief Executive Officer and Chief Financial Officer, but continued to ~~serves~~serve as a Board member of the Company. He started his career in investor relations in technology, biotechnology, mining, and oil and gas. ~~Since~~As ~~July~~of ~~2015~~January 2023, Mr. Wong ~~has~~leads ~~served~~a team as Senior Associate Division Director ofat Propnex, Singapore’s largest listed real estate agency. From December 2012 until September 2017, Mr. Wong also ~~served~~ served as Senior Manager of Business Development asand ~~well~~was as its director of property at Big Box Singapore Pte Ltd, a commercial property ~~valued~~ valued at $600 million. He also has extensive experience in running public companies. In particular, he was CEO of Nexgen Petroleum Corp, an oil and gas drilling company in Tennessee, USA from July 2007 to September 2009. He also currently serves as director toof Food Bank Singapore, a registered charity, where he has served since January 2015. Mr. Wong’s previous experience and knowledge of the Company ~~provides~~ provides good historical information regarding the Company, which helps management with decisions going forward. Mr. Wong received his BA (Hons) in Communications from Simon Fraser University, British Columbia, and his MSc in Real Estate from the National University of Singapore.

~~-59-~~Mr. Wong devotes approximately 15% of his time to the Company.

~~Table~~Yew Poh Leong - Mr. Leong has been a Board member since December 1, 2018. He has more than 30 years of ~~Contents~~management experience in growing companies in the technology and hospitality sectors. In that time, Mr. Leong established an extensive network of business relationships in the software, banking and telecommunications sectors throughout the Asia Pacific. In his current position as CEO of Vertical Connection Pte Ltd. (“Vertical Connection”), a position he has held since 2002, Mr. Leong leads the company’s consulting and advisory services in helping other companies expand their businesses regionally through partnerships or acquisitions and implementing core operational and information initiatives. Vertical Connection focuses on fintech, telecommunications services, hospitality and software. Currently, Mr. Leong sits on the boards of several private companies. Since 2017, he has served on the board of directors of Fintrux Pte Ltd., a P2P lending company, as chair and on the boards of each of Vemotion APAC and VM Technology, both software and hardware companies that specialize in wireless video transmission over low bitrate networks. He was recently appointed to the board of BOPHUP, a Singapore-based business accelerator platform which aims to create an efficient marketplace for communities at the base of the pyramid by supporting entrepreneurship, connecting partners and sharing resources for social entrepreneurs and business ventures to access BOP markets.

Mr. ~~Wong~~Leong ~~devotes~~served ~~approximately~~as Group CEO of Radiance Hospitality ~~15%~~Group (“Radiance”) from 2002 through 2016, where he led the expansion of ~~his~~the ~~time~~company’s hotel management services in Malaysia, Singapore, China, Indonesia, Cambodia and Russia. Before joining Radiance, Mr. Leong served as Director of Strategic Projects for Keppel T&T, a public company that provides transportation, telecommunications and IT services, from 1999 to us2002. There, he was responsible for its e-businesses, which included establishing credit bureaus in Thailand and Malaysia, establishing and operating data centers in Singapore, Malaysia, Thailand and the Philippines, operating call centers in Singapore and Malaysia, and providing application solutions for local governments, IT infrastructure, and transportation and education organizations.

~~Yew Poh Leong~~ - Mr. Leong has been a Board member since December 1, 2018. He has more than 30 years of management experience in growing companies in the technology and hospitality sectors. In that time, Mr. Leong established an extensive network of business relationships in the software, banking and telecommunications sectors throughout the Asia Pacific. In his current position as CEO of Vertical Connection Pte Ltd., a position he has held since 2002, Mr. Leong leads the company’s consulting and advisory services in helping other companies expand their businesses regionally through partnerships or acquisitions and implementing core operational and information initiatives. Vertical Connection focuses on fintech, telecommunications services, hospitality and software. Currently, Mr. Leong sits on the boards of several private companies. Since 2017, he has served on the board of directors of Fintrux Pte Ltd., a P2P lending company, as chair and on the boards of each of Vemotion APAC and VM Technology, both software and hardware companies that specialize in wireless video transmission over low bitrate networks. 78 -

Prior to his service at Keppel T&T, Mr. Leong was ~~served~~first asa ~~Group~~Regional ~~CEO~~Director and then Managing Director of ~~Radiance~~Dun ~~Hospitality~~and Bradstreet Software (“Dun and Bradstreet”) (later ~~Group~~acquired by Geac Computers), from ~~2002~~1988 ~~through~~to ~~2016,~~2001. ~~where~~In those roles, he led ~~the~~company ~~expansion~~growth offrom ~~the~~15 ~~company’s~~to ~~hotel~~more ~~management~~than ~~services~~250 employees in Singapore, Malaysia, ~~Singapore~~Thailand, ~~China~~the Philippines, Indonesia, ~~Cambodia~~Sri ~~and~~Lanka, ~~Russia.~~Hong ~~Before~~Kong, ~~joining~~Beijing ~~Radiance,~~and MrShanghai. ~~Leong~~The ~~served~~firm asprovided ~~Director~~business ofsolutions ~~Strategic~~and ~~Projects~~managed services for ~~Keppel~~350 ~~T&T,~~customers ain ~~public company~~the ~~that~~region. ~~provides~~Prior ~~transportation,~~to ~~telecommunications~~serving ~~and~~at ITDun ~~services~~and Bradstreet, ~~from 1999 to 2002~~Mr. ~~There,~~Leong he was ~~responsible~~a ~~for~~consultant ~~its~~with ~~e-businesses~~Computer Associates, ~~which~~a ~~included~~consultant ~~establishing~~at ~~credit~~Price ~~bureaus~~Waterhouse, ina ~~Thailand~~management ~~and~~consultant ~~Malaysia,~~at ~~establishing~~Reliance Travel and ~~operating~~an ~~data~~auditor ~~centers~~at inRazak ~~Singapore,~~& ~~Malaysia,~~Co. ~~Thailand~~Mr. Leong’s extensive ~~and~~corporate ~~the~~experience ~~Philippines,~~allows ~~operating~~him ~~call~~to ~~centers~~provide invaluable ~~Singapore~~guidance ~~and~~to ~~Malaysia,~~the Company and ~~providing~~management ~~application~~team ~~solutions~~as ~~for~~our ~~local~~Company ~~governments,~~progresses ITthrough ~~infrastructure,~~its ~~and~~development ~~transportation~~stage. Mr. Leong received a Master Degree in Accounting and ~~education~~Finance ~~organizations~~from the University of Auckland.

~~Prior to his service at Keppel T&T,~~ Mr. Leong ~~was~~devotes ~~first~~approximately a15% ~~Regional Director and then Managing Director~~ of ~~Dun~~his ~~and Bradstreet Software (later acquired by Geac Computers), from~~time ~~1988~~ to ~~2001. In those roles, he led company growth from 15 to more than 250 employees in Singapore, Malaysia, Thailand,~~ the Philippines, Indonesia, Sri Lanka, Hong Kong, Beijing and Shanghai. The firm provided business solutions and managed services for 350 customers in the region. Prior to serving at Dun and Bradstreet, Mr. Leong was a consultant with Computer Associates, a consultant at Price Waterhouse, a management consultant at Reliance Travel and an auditor at Razak & Co. Mr. Leong’s extensive corporate experience allows him to provide valuable guidance to the Company ~~and management team as our Company progresses through its development stage~~. ~~Mr. Leong received a Master Degree in Accounting and Finance from the University of Auckland.~~

Eng Ho Ng - Mr. ~~Leong~~Ng ~~devotes~~was ~~approximately~~appointed ~~15%~~as a Board member on December 11, 2020 and appointed as the non-executive Chairman on March 2, 2026. Mr. Ng is currently the non-executive Chairman of ~~his~~ZWEEC ~~time~~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. Mr. 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 usForces. Mr. Ng has served as a Director of Alvarion Ltd. and as an Independent Director of Mencast Holdings Ltd. Mr. Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of Science, UK in 1977.

Michael Chan - Mr. Chan has been a Board member since April 6, 2018. Mr. Chan has served at The Bank of New York Mellon Corporation as Managing Director, Head of Asia Pacific for Asset Servicing since 2013. He is responsible for managing the bank’s largest business line in the region. Mr. Chan joined the bank in Singapore in 2007 as regional Chief Operating Officer and progressed to Head of Sales & Relationship Management in 2010. He chaired the Asset Servicing Business Acceptance Committee and was a member of the KYC/AML regional committee. Mr. Chan was a member of BNY Mellon’s Global Corporate Operating Committee, Asia Pacific Executive Committee and the Corporate Sovereign Institutions Council. He represented the firm on the board of directors of ASIFMA and BNY Mellon’s Eagle Investment Systems’ Asia Singapore entity. Mr. Chan has also served on the OMGEO APAC Advisory Board and has been a member of various industry and banking associations in Hong Kong and Korea. Mr. Chan is currently the president of Canadian Alumni Singapore, a not-for-profit society. He also served on the National University of Singapore Society (NUSS) finance sub-committee and is a member of the Singapore Institute of Directors (SID).

Prior to BNY Mellon, Mr. Chan was with State Street Bank & Trust Co., Canada beginning 1994. He was relocated to Hong Kong in 2000 for the bank’s launch of ETF products in Asia Pacific. Until 2007, he held senior positions including head of operations (Asia), regional deal team for a key European acquisition, general manager for the South Korea bank branch and head of global relationship management in the region. His career also includes service at Ernst & Young (E&Y), Canada. Mr. Chan’s management and finance experience will provide additional financial oversight for the Company and will provide an advisory role over budgetary and projection analysis with management. Mr. Chan is a member of CPA, CMA, Canada. He holds an EMBA from the Ivey School of Business, University of Western Ontario and a B. Com from McGill University, Canada.

-60-

Table of Contents

Mr. Chan devotes approximately 15% of his time to us.

Eng Ho Ng - Mr. Ng was appointed as a Board member on December 11, 2020. Mr. 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. Mr. 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 Forces. Mr. Ng has served as a Director of Alvarion Ltd. and as an Independent Director of Mencast Holdings Ltd. Mr. Ng received his Bachelor of Science (Telecomm System Engineering) Degree (Honours) from the Royal Military College of Science, UK in 1977.

Mr. Ng devotes approximately 15% of his time to the Company.

Tuck Seng Low - Mr. Low was appointed as a Board member on February 28, 2025. Mr. Low has served as an adviser to large corporations, financial institutions, Government owned/related entities, private equity firms, hedge funds and companies in various sectors, mainly with a common thread of operating or having an interest in Asia and Europe. In his career, he has worked for and held senior positions including leadership roles in British, Swiss, French, Japanese and Singaporean companies in local, regional and global capacities, mainly out of London, Zurich and Hong Kong. Until 2015, Mr. Low was Chairman of Global Wealth Solutions AG (Zug/Zurich), a Swiss advisory firm. Prior to assuming this role, he was Managing Director of Frey Capital AG (Zurich), a Swiss corporate finance company which he co-founded, from 2006 to 2010.From 2002 to 2006, he was a founding partner of STAC Partners, a UK regulated firm focused on private equity, venture capital, real estate and hedge funds. He was previously charged with corporate venturing at a Singapore Government-linked group, Keppel T&T, as Director of Corporate Finance from 1999 to 2001. He was also privately involved in proprietary ventures in business intelligence, B2B exchanges and wireless offerings. Mr. Low commenced his career in the securities industry in 1987 in the City of London and worked as a research analyst for two stockbroking firms before moving into investment banking at Paribas Capital Markets. He joined Daiwa Securities in London in 1992 where he served as Co-Head of Privatization before transferring to Hong Kong in 1995 as Head of Origination. Mr. Low completed a foundation program in accounting in 1977 at Kingston Polytechnic (known since 1992 as Kingston University London), and also attended various accountancy colleges in London, England, between 1981 and 1987. He became a Certified Accountant (Association of Chartered Certified Accountants) in June 1987. He qualified as a Certified Accountant (Association of Chartered Certified Accountants) in June 1987. He is a Chartered Fellow of the Chartered Institute for Securities and Investment, UK.

Mr. Low devotes approximately 15% of his time to the Company.

Yang Yeat Choe – Mr. Choe was appointed as a Board member on February 26, 2026. Mr. 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 subscribers. 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.

- 79 -

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.

Mr. 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.

Mr. Choe devotes approximately 50% of his time to the Company.

Li Li - Ms. Li Li is the Legal Representative and General Manager of Shanghai JiuGe Information Technology Co., Ltd. Ms. Li Li graduated from Nanjing Academy of Engineering. In 2004, she founded Shanghai ChuangYe Network Technology Co., Ltd. as the Vice President. Through close cooperation with local operators, the company launched SMS and MMS services, WAP and mobile JAVA games, Hunan Satellite TV “HTV” e-magazine and other wireless Internet services to meet the rapid development of wireless internet content and extensive application requirements.

In 2007, Ms. Li Li served as Vice President of Hangzhou JiuYue Information Technology Co., Ltd. Through extensive and in-depth cooperation with operators, the company is committed to the development of SP services such as IVR (Wireless Voice Value-Added Services), voice mail, electronic data exchange, online data processing and transaction processing.

In 2009, Ms. Li Li served as Vice President of Hangzhou LingXuan Information Technology Co., Ltd. With in-depth understanding of the mobile Internet business, combined with years of experience in the operation of wireless value-added services, after an in-depth analysis of the market situation, she proposed the idea of building a wireless value-added interactive services platform and creating an online and offline O2O service model.

Through close cooperation with operators, the company provides an integrated operation platform that covers online services such as information, music, video, and colored ring tones, as well as offline activities such as the Fans Club Meeting in campus, and thus realizes online services for products. Underneath each other, the industry chain is seamlessly connected.

In 2014, Ms. Li Li served as Vice President of Shanghai JiaPinMi Information Technology Co., Ltd. In 2014, WeChat opened the Wi-Fi interface, indicating the big leap and undercurrent of commercial Wi-Fi. However, at the time, there was no domestic Wi-Fi platform that provided blue-collar people with free Internet access, life style and added service to the community. At the beginning of her term of office, Li Li seized the opportunity and proposed to establish a “Hi-WiFi” platform through cloud-based big data marketing with in-depth cooperation with operators, providing blue-collar work force community with free access to the Internet, living, and services. It also provides enterprises with one-stop enterprise-level services based on information-based services and multiple specialized platform services, thus making “Hi-WiFi” the first domestic blue-collar work-force lifestyle platform to be developed. As a one-stop mobile marketing service provider that provides advertisers with wireless marketing solutions to achieve accurate marketing goals. Currently, any service of the platform can reach 100 million direct blue-collar user groups with nearly 300 million download speeds of up to 700 KB per second. Users no longer have to worry about data traffic usage restrictions.

In 2017, Ms. Li Li served as an Advisor to Shenzhen WuYiKa Technology Co., Ltd. WuYiKa is a comprehensive service platform based on carrier traffic and dedicated to digital online service distribution and payment. It has now become a fast and efficient provider of new media marketing solutions for mobile Internet.

-61 80 -

~~Table~~Ms. Li Li devotes approximately 100% of ~~Contents~~her time to JiuGe Technology.

Ms. Li Li devotes approximately 100% of her time to Shanghai JiuGe Information Technology Co., Ltd.

Li Guang Hui - Mr. Li was appointed Vice General Manager of Beijing Technology in April 2019. He is also the Legal Representative of Beijing Technology where he is responsible for the company’s SMS operations. Mr. Li graduated from Jiang Nan University majoring in business marketing. Upon joining Beijing Technology, Mr. Li led the research and development team to complete and implement the SMS platform system. He also expanded Beijing Technology’s business into multiple industries including airlines, finance, e-commerce and consumer sectors.

In 2011, Mr. Li served as Marketing Director of YouKu Tudou. With YouKu Tudou, Mr. Li established high level relationships with the Ministry of Industry and Information Technology and the Communication Administration Bureau and China Telecoms Operators (China Mobile, China Telecom and China Unicom) to develop and implement projects in the mobile resale (virtual operator) and value-added businesses for YouKu Tudou.

In 2017, Mr. Li started his own consulting company, Beijing HongYang Consulting, where he provided consulting services in telecommunication compliance and operation services to several giant internet-based companies such as Didi, JD.com, Alibaba and Suning.

Mr. Li devotes approximately 100% of his time to Beijing Technology.

Significant Employees

-62-

Table of Contents

Other than Mr. Shen, FingerMotion does not have any employees. FingerMotion’s subsidiaries and controlled companies have the following number of employees:

Name of Entity	Place of Incorporation/Formation	~~Place of Incorporation/Formation~~Employees	~~Employees~~
Finger Motion Company Limited	Hong Kong	~~Hong Kong~~3	4
Finger Motion (CN) Limited	Hong Kong	~~Hong Kong~~0	0
Finger Motion Financial Company Limited	Hong Kong	~~Hong Kong~~4	5
Shanghai JiuGe Business Management Co., Ltd.	PRC	~~PRC~~1	2
Shanghai JiuGe Information Technology Co., Ltd.	PRC	~~PRC~~11	47
Beijing XunLian TianXia Technology Co., Ltd.	PRC	~~PRC~~0	8
Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd.	PRC	~~PRC~~19	1
Shanghai KeShunXiang Automobile Service Co., Ltd.	PRC	9
Zhejiang Changxin Communication Equipment Co., Ltd.	PRC	0
Shanghai Xiaoyi Bin Tong Technology Co., Ltd.	PRC	0

Family Relationships

There are currently no family relationships between any of the members of the board of directors or the executive officers.

Involvement in Certain Legal Proceedings

Except as disclosed in this prospectus, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:

	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	a.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	b.	Engaging in any type of business practice; or

	c.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

- 81 -

	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	a.	Any Federal or State securities or commodities law or regulation; or

	b.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	c.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.

Director Independence

We evaluate the independence of our directors in accordance with the listing standards of the NASDAQ Stock Market, LLC (“NASDAQ”) and the regulations promulgated by the SEC. NASDAQ’s rules require that a majority of the members of a company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. After review of all relevant transactions and relationships between each director, or any of his family members, and us, our senior management and our independent registered public accounting firm, our board of directors has determined that the following directors, ~~which comprise all of the members of our board of directors,~~ are independent directors within the meaning of the NASDAQ listing standards: Hsien Loong Wong, ~~Leong~~ Yew Poh Leong, ~~Michael~~Eng ~~Chan~~Ho Ng and NgTuck ~~Eng~~Seng HoLow.

Committees of the Board of Directors

Our Board of Directors currently has ~~three~~four committees, the Audit Committee, the ~~Compensation Committee and the~~ Nominating and Corporate Governance. ~~The Audit~~ Committee ~~is governed by a charter approved by our Board of Directors~~, athe ~~copy~~Compensation ofCommittee ~~which~~and ~~is attached as an exhibit to our Current Report on Form 8-K filed with~~ the ~~SEC~~Risk ~~on December~~and ~~21,~~Information ~~2021~~Security Committee.

Audit Committee

On December 15, 2021, the Board of Directors adopted a new Audit Committee Charter that complies with the requirements of Nasdaq Listing Rule 5605(c)(1), and has established an Audit Committee, which operates under its Audit Committee Charter. The Company’s Audit Committee consists of ~~Leong~~ Yew Poh, ~~Michael~~Leong ~~Chan~~(chair), ~~and~~Eng Ho Ng, ~~Eng~~Hsien HoLoong 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. Our Audit Committee financial expert is ~~Michael~~Yew ~~Chan~~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:

- 82 -

●

ensuring, through discussion with management and the external auditors, that the Company’s annual and quarterly financial statements (individually and collectively, the “Financial Statements”), as applicable, present fairly in all material respects the financial conditions, results of operations and cash flows of the Company as of and for the periods presented;

●

reviewing and recommending for approval to the Board, the Company’s financial statements, accounting policies that affect the financial statements, annual MD&A and associated press release(s);

●

reviewing significant issues affecting financial reports;

●

monitoring the objectivity and credibility of the Company’s financial reports;

● considering the effectiveness of the Company’s internal controls over financial reporting and related information technology security and control; ● reviewing with auditors any issues or concerns related to any internal control systems in the process of the audit;

● reviewing with auditors any issues or concerns related to any internal control systems in the process of the audit;

●

reviewing with management, external auditors and legal counsel any material litigation claims or other contingencies, including tax assessments, and adequacy of financial provisions, that could materially affect financial reporting;

●

overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing such other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting; and

●

taking such other actions within the general scope of its responsibilities as the Audit Committee shall deem appropriate or as directed by the Board of Directors.

-63-

Table of Contents

Nominating and Corporate Governance Committee

On December 15, 2021, the Board of Directors adopted a new Nominating and Corporate Governance Committee Charter that complies with the requirements of Nasdaq Listing Rule 5605(e)(2), and has established a corporate governance committee (the “N&CG Committee”) which operates under its Nominating and Corporate Governance Committee Charter. The N&CG Committee is currently comprised of ~~Leong~~ Yew Poh Leong (chair), ~~Michael~~Eng ~~Chan~~Ho Ng, Hsien Loong Wong and NgTuck ~~Eng~~Seng HoLow. The N&CG Committee is responsible for (i) identifying and recommending to the Board, individuals qualified to be nominated for election to the Board; (ii) recommending to the Board, the members and chairperson for each Board committee; and (iii) periodically reviewing and assessing the Company’s corporate governance principles contained in the Nominating and Corporate Governance Committee Charter and making recommendations for changes thereto to the Board. The N&CG 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.

- 83 -

The N&CG Committee is responsible for, among other things:

●

leading the Company’s search for individuals qualified to become members of the Board;

●

evaluating and recommending to the Board for nomination candidates for election or re-election as directors;

●

establishing and overseeing appropriate director orientation and continuing education programs;

●

making recommendations to the Board regarding an appropriate organization and structure for the Board of Directors;

●

evaluating the size, composition, membership qualifications, scope of authority, responsibilities, reporting obligations and charters of each committee of the Board;

●

periodically reviewing and assessing the adequacy of the Company’s corporate governance principles as contained in the Nominating and Corporate Governance Committee Charter and, should it deem it appropriate, it may develop and recommend to the Board of Directors for adoption of additional corporate governance principles;

●

periodically reviewing the Company’s Articles in light of existing corporate governance trends, and shall recommend any proposed changes for adoption by the Board of Directors or submission by the Board of Directors to the Company’s shareholders;

●

making recommendations on the structure and logistics of Board of Directors’ meetings and may recommend matters for consideration by the Board of Directors;

●

considering, adopting and overseeing all processes for evaluating the performance of the Board of Directors, each committee and individual directors; and

●

annually reviewing and assessing its own performance.

Compensation Committee

On December 15, 2021, the Board of Directors adopted a new Compensation Committee Charter which complies with the requirements of Nasdaq Listing Rule 5605(d)(1) and the Board of Directors has established a Compensation Committee (the “Compensation Committee”). The Compensation Committee is comprised of ~~Leong~~ Yew Poh Leong, ~~Michael~~Eng ~~Chan~~Ho Ng, Hsien Loong Wong (chair) and NgTuck ~~Eng~~Seng HoLow. The Compensation 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 Compensation Committee assists the Board in fulfilling its oversight responsibilities relating to officer and director compensation, succession planning for senior management, development and retention of senior management and such other duties as directed by the Board.

-64-

Table of Contents

Each of the Compensation Committee members satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The Compensation Committee will be responsible for, among other things:

●

reviewing and approving the Company’s compensation guidelines and structure;

●

reviewing and approving on an annual basis the corporate goals and objectives with respect to the CEO of the Company;

●

reviewing and approving on an annual basis the evaluation process and compensation structure for the Company’s other officers, including salary, bonus, incentive and equity compensation;

●

reviewing the Company’s incentive compensation and other equity-based plans and recommending changes in such plans to the Board as needed.

●

periodically making recommendations to the Board regarding the compensation of non-management directors, including Board and committee retainers, meeting fees, equity-based compensation and such other forms of compensation and benefits as the Committee may consider appropriate; and

●

overseeing the appointment and removal of executive officers, and reviewing and approving for executive officers, including the CEO, any employment, severance or change in control agreements.

~~Involvement in Certain Legal Proceedings~~ - 84 -

~~Except~~Risk asand ~~disclosed~~Information inSecurity ~~this Registration Statement, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:~~Committee

1.On AMay ~~petition~~22, ~~under~~2024, the ~~Federal~~Board ~~bankruptcy~~of ~~laws~~Directors ~~or any state insolvency law was filed by or against, or~~ adopted a ~~receiver,~~new ~~fiscal~~Risk ~~agent~~and orInformation ~~similar~~Security ~~officer~~Committee ~~was~~Charter ~~appointed~~and ~~by a court for~~ the ~~business~~Board ~~or property~~ of ~~such~~Directors ~~person,~~has orestablished ~~any partnership in which he was~~ a ~~general~~Risk ~~partner~~and atInformation orSecurity ~~within two years before~~ Committee (the ~~time~~“RIS ofCommittee”). ~~such~~The ~~filing,~~RIS orCommittee ~~any~~is ~~corporation~~comprised ~~or business association~~ of ~~which~~Yew hePoh ~~was~~Leong, anEng ~~executive~~Ho ~~officer~~Ng, atHsien orLoong ~~within~~Wong ~~two~~and ~~years~~Tuck ~~before~~Seng ~~the~~Low (Chair). ~~time~~The ofRIS ~~such~~Committee ~~filing;~~is 2.governed ~~Such~~by ~~person~~a ~~was~~charter ~~convicted~~approved inby aour ~~criminal~~Board ~~proceeding~~of orDirectors, is a ~~named~~copy ~~subject~~ of awhich ~~pending~~is ~~criminal~~attached ~~proceeding~~as ~~(excluding~~Exhibit ~~traffic~~99.2 ~~violations~~to our ~~and~~Annual ~~other~~Report ~~minor~~on ~~offenses);~~Form 3.10-K ~~Such~~for ~~person was~~ the ~~subject~~fiscal ofyear ~~any~~ended ~~order,~~February ~~judgment~~29, ~~or decree~~2024, ~~not~~filed ~~subsequently~~with ~~reversed,~~the ~~suspended~~SEC oron ~~vacated,~~May ~~of any court of competent jurisdiction~~29, ~~permanently or temporarily enjoining him from, or otherwise limiting, the following activities:~~2024.

a.The ~~Acting~~RIS asCommittee aassists ~~futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by~~ the ~~Commodity~~Board ~~Futures Trading Commission, or an associated person~~ of ~~any~~ Directors of the ~~foregoing,~~Company orby asoverseeing anand ~~investment~~reviewing ~~adviser,~~(i) ~~underwriter,~~internal ~~broker~~controls orto ~~dealer~~protect ininformation ~~securities,~~and orproprietary ~~as an affiliated person~~assets, ~~director or employee of any investment company, bank, savings~~ and ~~loan~~(ii) ~~association~~risk ~~or insurance company~~governance, including ~~or engaging in or continuing any conduct or practice in connection with such activity; b. Engaging in any type of business practice; or c. Engaging in any activity in connection with~~ the ~~purchase~~enterprise orrisk ~~sale~~management offramework, ~~any~~risk ~~security~~policies orand ~~commodity~~risk ~~or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~tolerances.

	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

The RIS Committees’ specific duties include:

~~-65-~~· Reviewing information security and cyber threat policies with the IT Manager and management;

~~Table~~· ofAssessing ~~Contents~~frameworks to prevent, detect, and respond to cyber-attacks, and identifying vulnerabilities;

	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Evaluating policies and frameworks for access controls, incident response, business continuity, disaster recovery, and IT asset protection;

a.· ~~Any~~Reviewing ~~Federal~~employee oreducation ~~State~~programs ~~securities~~on orinformation ~~commodities~~security ~~law or regulation~~issues; or b. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or c. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.· ~~Such~~Receiving ~~person~~reports ~~was~~on ~~the~~assessments ~~subject~~from ~~of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of~~ the ~~Exchange~~IT ~~Act),~~Manager ~~any~~and ~~registered~~other entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.departments;

~~There~~· ~~are~~Approving ~~currently~~the norisk ~~legal~~governance ~~proceedings~~structure, toenterprise ~~which any~~risk ofmanagement ~~our~~framework, ~~directors~~key orrisk ~~officers~~policies, isand acritical ~~party~~risk ~~adverse~~tolerances; to· usDiscussing ormajor inrisk ~~which~~exposures ~~any~~with ofmanagement ~~our~~and ~~directors~~the ~~or officers has a material interest adverse to us.~~CFO;

~~EXECUTIVE~~· ~~and Director~~Approving ~~COMPENSATION~~the internal audit work plan;

Receiving reports on risk management reviews and assessments from relevant departments;

Reporting regularly to the Board of Directors and reviewing significant issues;

Making recommendations to the Board as necessary; and

Annually reviewing and updating the RIS Committee’s Charter.

- 85 -

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

Our named executive officers for the fiscal ~~year~~ year ended February 28, ~~2022~~2026 (“Fiscal ~~2022~~2026”) ~~consist of (i) Martin J. Shen, our current Chief Executive Officer, (ii) Lee Yew Hon, our current Chief Financial Officer~~ and ~~(iii) Li Li,~~ the ~~Legal Representative and General Manager of our contractual controlled company, JiuGe Technology. Our named executive officers for the~~ fiscal year ended February 28, ~~2021~~2025 (“Fiscal ~~2021~~2025”) consist of (i) Martin J. Shen, our current President and Chief Executive Officer, ~~and~~(ii) Yew Hon Lee, our current Chief Financial Officer, Secretary and Treasurer and (iiiii) Li Li., the Legal Representative and General Manager of our contractual controlled company, JiuGe Technology. We have no other executive officers. The following Summary Compensation Table sets forth the compensation earned by or paid to our named executive officers for Fiscal ~~2022~~2026 and Fiscal ~~2021~~2025 are as follows:

Name and Principal Position	Year	Salary ($)	~~Year~~Bonus ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	~~Salary~~Non- qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)	~~Bonus ($)~~	~~Stock awards ($)~~	~~Option awards ($)(3)~~	~~Non-equity incentive plan compensation ($)~~	~~Non-qualified deferred compensation earnings ($)~~	~~All other compensation ($)~~	~~Total ($)~~
Martin J. Shen (1) CEO			2022 2021				180,000 180,000			--	--	22,540-	--	--	--	202,540 180,000
Martin J. Shen (1) President and CEO	2026 2025	180,000 180,000	— —	— —	— —	— —	— —	— —	180,000 180,000
Lee Yew Hon (2) CFO			2022 2021				72,000 18,000			--	--	21,658-	--	--	--	93,658 18,000
Yew Hon Lee (2) CFO, Secretary and Treasurer	2026 2025	144,000 144,000	— —	— —	— —	— —	— —	— —	144,000 144,000
Li Li Legal Representative and General Manager of JiuGe Technology	2026 2025	188,290 251,140	~~2022~~— ~~2021~~—	— —	— —	— —	~~130,586~~— ~~133,395~~—	— —	188,290 251,140	--	--	~~41,160-~~	--	--	--	~~171,746 133,395~~

Notes:

~~(1)~~	~~Mr. Shen was appointed as our CEO and CFO on December~~ (1~~, 2018. Mr Shen resigned as our CFO effective December 10, 2020.~~)	Mr. Shen was appointed as our CEO and CFO on December 1, 2018. Mr Shen resigned as our CFO effective December 10, 2020.
~~(2)~~	~~Mr. Lee Yew Hon was appointed as our CFO on December 11, 2020.~~(2)	Mr. Lee Yew Hon was appointed as our CFO on December 11, 2020.
(3)	For Fiscal 2022, these amounts represent the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the stock options granted on December 28, 2021: exercise price: $8.00; expected risk free interest rate: 1.06%; expected annual volatility: 15.27%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $85,358.

~~During~~As our ~~most~~Company ~~recently~~progresses ~~completed~~through ~~financial~~its ~~years~~current phase of development with a focus on achieving profitability, our executive compensation strategy has been intentionally straightforward, centered primarily around fixed base salaries. To that extent, during our fiscal year ended February 28, 2026, we did not ~~pay~~provide any ~~other~~ executive compensation to our named executive officers other than a base salary (column “Salary” in the table above).

-66-

Table of Contents

Executive Employment Agreements

As of February 28, ~~2022~~2026, we did not have any employment agreements with any of our named executive officers.

Outstanding Equity Awards Held by Named Executive Officers at Fiscal Year End

The following table sets forth information as at February 28, ~~2022~~2026, relating to equity awards that have been granted to the Named Executive Officers:. These equity awards are structured to vest over time, ensuring that our executive team remains motivated to drive the Company’s success over the long haul.

Name

Option awards

Stock awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares of units of stock that have not vested ($)

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)

Martin J. Shen

46,000

184,000

N/A

8.00

Dec. 28, 2026

N/A

Lee Yew Hon

44,200

176,800

N/A

8.00

Dec. 28, 2026

N/A

Li Li

84,000

336,000

N/A

8.00

Dec. 28, 2026

N/A

- 86 -

~~Pension~~While ~~Plan~~these ~~Benefits~~equity awards are primarily focused on retention and long-term alignment rather than immediate performance milestones, we are actively developing additional performance-based incentives which are expected to be specifically designed to directly tie compensation to the achievement of strategic objectives and operational targets, thereby enhancing accountability and driving Company performance.

We ~~have~~believe nothat ~~pension~~introducing ~~plans~~such ~~that~~performance-linked components ~~provide~~will ~~for~~further ~~payments~~refine our compensation strategy to support our business goals. We continue to review and adjust our equity compensation orplans ~~benefits~~to ~~at,~~ensure ~~following~~they oreffectively inmotivate ~~connection~~our executives and align with ~~retirement.~~our evolving business strategy and shareholder interest:

Name	Option awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Martin J. Shen	138,000	N/A	N/A	$3.84	Dec. 28, 2026	N/A	N/A	N/A	N/A
Yew Hon Lee	132,600	N/A	N/A	$3.84	Dec. 28, 2026	N/A	N/A	N/A	N/A
Li Li	420,000	N/A	N/A	$3.84	Dec. 28, 2026	N/A	N/A	N/A	N/A

All stock option awards were granted to our named executive officers during December 2021 and have vested as follows – (1) 20% immediately, and (2) 20 % at each grant date anniversary for the subsequent four years.

Retirement Benefits

The Company does not have any defined benefit or defined contribution plans that provide for payments or benefits at, following or in connection with retirement.

Separation Benefits

The Company does not have any agreements that provide for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a name executive officer, or a change in control of the smaller reporting company or a change in the named executive officer’s responsibilities following a change in control, with respect to each named executive officer.

Compensation Policies and Practices and Risk Management

One of the responsibilities of our Compensation Committee and our Board, in its role in setting executive compensation and overseeing our various compensation programs, is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking. We believe that our existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives have historically been in the form of stock grants to promote long-term rather than short-term financial performance and to encourage employees to focus on sustained stock price appreciation. The Compensation Committee is responsible for monitoring our existing compensation practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or elimination of risk and the enhancement of long-term stockholder value.

- 87 -

Director Compensation

Each of our directors, ~~receives~~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 to the compensation paid to our non-~~67-~~executive directors for Fiscal 2026:

Table of Contents

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)⁽¹⁾	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Yew Poh Leong	24,000	—	—	—	—	—	24,000
Hsien Loong Wong	24,000	—	—	—	—	—	24,000
Eng Ho Ng	24,000	—	—	—	—	—	24,000
Tuck Seng Low	24,000	—	—	—	—	—	24,000
Yang Yeat Choe	—	—	—	—	—	114,000⁽¹⁾	114,000

~~The following table set forth information relating to the compensation paid to our non-executive directors for Fiscal 2022~~Note:

Name	Fees earned or paid in cash ($)		Stock awards ($)	Option awards ($)(1)		Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Leong Yew Poh		24,000	-		7,693	-	-	-		31,693
Michael Chan		24,000	-		7,693	-	-	-		31,693
Hsien Loong Wong		24,000	-		7,693	-	-	-		31,693
Ng Eng Ho		24,000	-		6,174	-	-	-		30,174

(1)

Mr. 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 Martin Shen who is a named executive officer, held stock options to acquire an aggregate of 316,000 shares of our common stock as follows: Yew Poh Leong – 78,500 stock options; Hsien Loong Wong – 78,500 stock options; Eng Ho Ng – 63,000 stock options and Yang Yeat Choe – 96,000 stock options.

Clawback Policy

On November 17, 2023, the Board of Directors of the Company adopted the FingerMotion, Inc. 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 provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.

We have filed our Clawback Policy as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended February 29, 2024, filed with the SEC on May 29, 2024.

Timing of Stock Awards and Disclosure of Material Nonpublic Information

The Company does not follow a predetermined scheduled for granting stock options. Typically, the Board of Directors and the Compensation Committee consider granting stock options after the filing of the Company’s Annual Report on Form 10-K and announcement of the financial results for that fiscal year end. The granting of stock options or other awards under the Company’s 2023 Stock Incentive Plan is contingent on the Company’s performance.

- 88 -

The Board of Directors and the Compensation Committee review and approve these awards. They ensure that material nonpublic information (MNPI) is taken into account when determining the timing and terms of the awards and, if MNPI is present, the award will be deferred until such information has been publicly disclosed.

The Company does not time the disclosure of MNPI to influence the value of executive compensation. All material information is disclosed promptly in accordance with SEC rules and regulations and the Company’s internal policies.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 10, 2026 by (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii) each of our officers and directors, and (iii) our officers and directors as a group. Unless otherwise indicated, it is our understanding and belief that the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percentage of Beneficial Ownership
Directors and Officers:

Martin J. Shen, Chief Executive Officer c/o 111 Somerset Road, Level 3, Singapore, 238164		890,356	⁽²⁾		1.4	%

Yew Hon Lee, Chief Financial Officer c/o 111 Somerset Road, Level 3, Singapore, 238164		593,600	⁽³⁾		1.0	%

Yew Poh Leong, Director c/o 111 Somerset Road, Level 3, Singapore, 238164		238,500	⁽⁴⁾		*

Hsien Loong Wong, Director c/o 111 Somerset Road, Level 3, Singapore, 238164		448,500	⁽⁵⁾		*

Eng Ho Ng, Director c/o 111 Somerset Road, Level 3, Singapore, 238164		63,000	⁽⁶⁾		*

Tuck Seng Low, Director c/o 111 Somerset Road, Level 3, Singapore, 238164		Nil			Nil

Yang Yeat Choe, Director c/o 111 Somerset Road, Level 3, Singapore, 238164		7,296,000	⁽⁷⁾		11.9	%

Li Li, Legal Representative and General Manager of JiuGe Technology c/o 111 Somerset Road, Level 3, Singapore, 238164		2,620,000	⁽⁸⁾		4.2	%

All directors and executive officers as a group (8 persons)		12,149,956	⁽⁹⁾		19.5	%

Major Stockholders:

Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capital LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, California 90403
		4,00,000	⁽¹⁰⁾		6.5	%
Tommy Wang Dorado Goose, LLC 170 Dorado Beach East, Dorado, Puerto Rico 00646		4,000,000	⁽¹¹⁾		6.1	%

Alto Opportunity Master Fund, SPC –Segregated Master Portfolio B 55 Post Rd West, 2nd Floor, Westport, CT 06880		6,801,470	⁽¹²⁾		9.99	%

- 89 -

Notes:

~~(1)~~* ~~These~~Less ~~amounts~~than ~~represent~~one ~~the aggregate grant date fair value of stock options which was estimated using the Black-Scholes option pricing model~~percent. The following assumptions were used to value the stock options granted on December 28, 2021: exercise price: $8.00; expected risk free interest rate: 1.06%; expected annual volatility: 15.27%; expected life in years: 5.0; expected annual dividend yield: $Nil; and Black-Scholes value: $29,253.

As at February 28, 2022, our directors held stock options to acquire an aggregate of 298,500 shares of our common stock as follows: Leong Yew Poh – 78,500 stock options; Michael Chan – 78,500 stock options; Hsien Loong Wong – 78,500 stock options; and Ng Eng Ho – 63,000 stock options.

(1)	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. 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 prospectus. As of June 10, 2026, there were 61,281,308 shares of common stock of the Company issued and outstanding.

(2)	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.

(3)	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.

(4)	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.

(5)	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.

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

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

(8)	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.

(9)	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.

-68 90 -

Table of Contents

(10)	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 company (“Acuitas Capital”) wholly-owned by Acuitas. Acuitas is a private investment vehicle beneficially owned and controlled by Terren S. Peizer. Mr. 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.

(11)	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.

(12)	This figure represents (i) 100,258 shares of common stock issuable upon exercise of common stock purchase warrants held by the Selling Stockholder, and (ii) 6,701,212 shares of common stock issuable upon conversion of the Note based on the assumed redemption conversion price (calculated for these purposes at 90% of the lowest daily VWAP during the seven trading days ending on June 9, 2026), and after giving effect to the 9.99% beneficial ownership limitation. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares.

security ownership of certain beneficial owners and management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 5, 2022 by (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii) each of our officers and directors, and (iii) our officers and directors as a group. Unless otherwise indicated, it is our understanding and belief that the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)			Percentage of Beneficial Ownership
Directors and Officers:
Martin J. Shen, Chief Executive Officer c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		751,000	(2)		1.8	%
Lee Yew Hon, Chief Financial Oficer c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		494,200	(3)		1.2	%
Leong Yew Poh, Director c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		265,700	(4)		*
Michael Chan, Director c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		265,700	(5)		*
Hsien Loong Wong, Director c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		385,700	(6)		*
Ng Eng Ho, Director c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		12,600	(7)		*
Li Li, Legal Representative and General Manager of JiuGe Technology c/o FingerMotion, Inc., 1460 Broadway, New York, New York 10036		2,284,000	(8)		5.3	%
All directors and executive officers as a group (7 persons)		4,458,900	(9)		10.3	%
Major Stockholders:
Choe Yang Yeat 6-11-1 V Square PJ City Centre Jalan Utara PJ Selangor 46200 Malaysia		7,219,200	(10)		16.8	%
Cheong Chee Ming Unit A 19/F Times Media Centre 133 Wan Chai Road Wan Chai Hong Kong		4,420,000			10.3	%
Liew Yow Ming 190 Depot Road, #18-19 The Interlace Condominium Singapore 109689		3,502,700	(11)		8.1	%

Notes:

Less than one percent.

(1)

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. 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 September 5, 2022, there were 42,857,260 shares of common stock of the Company issued and outstanding.

-69-

Table of Contents

(2)	This figure represents (i) 705,000 shares of common stock, and (ii) stock options to purchase 46,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(3)	This figure represents (i) 450,000 shares of common stock, and (ii) stock options to purchase 44,200 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(4)	This figure represents (i) 250,000 shares of common stock, and (ii) stock options to purchase 15,700 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(5)	This figure represents (i) 250,000 shares of common stock, and (ii) stock options to purchase 15,700 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(6)	This figure represents (i) 370,000 shares of common stock, and (ii) stock options to purchase 15,700 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(7)	This figure represents stock options to purchase 12,600 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(8)	This figure represents (i) 2,200,000 shares of common stock, and (ii) stock options to purchase 84,000 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(9)	This figure represents (i) 4,225,000 shares of common stock, and (ii) stock options to purchase 233,900 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(10)	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 19,200 shares of our common stock, which have vested or will vest within 60 days of the date hereof.
(11)	This figure represents (i) 3,320,200 shares of common stock, and (ii) a convertible note in the amount of US$730,000 that can be converted into 182,500 shares of our common stock within 60 days of the date hereof.

Changes in Control

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our Company.

~~-70-~~RELATED PARTY TRANSACTIONS

~~Table~~None of ~~Contents~~the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Related Party Transactions

Except as described herein, none of the following parties (each a “Related Party”) has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

	·	any of our directors or officers;
	·	any person proposed as a nominee for election as a director;
	·	any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or
	·	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the above persons.

On May 1, 2022, we received US$730,000 from Dr. Liew Yow Ming in exchange for issuing to Dr. Liew a convertible promissory note whereby we promise to pay Dr. Liew, or his successors or assigns, the principal amount on or prior to the one year anniversary of the convertible note and to pay interest on the unpaid principal amount at the rate of 20% per annum. The interest shall be paid at the end of every month and on a monthly basis thereafter. Any amount of principal or interest on the convertible note which is not paid when due shall bear interest from the date due until such past due amount is paid at a rate of interest equal to the applicable rate of 20% plus four percent (4%) per annum. At any time up to the maturity date, the holder may convert all or any portion of the outstanding principal amount and accrued but unpaid interest into shares of our common stock at a price of $4.00 per share.

Our Board reviews any proposed transaction involving Related Parties and considers whether such transactions are fair and reasonable and in the Company’s best interests.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Except as disclosed herein, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in the Company, nor was any such person connected with the Company as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

~~McMillan LLP~~Richards, ~~our~~Layton ~~independent~~& ~~legal~~Finger, ~~counsel~~P.A., of Wilmington, Delaware, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

~~The consolidated financial statements of the Company appearing in the Company’s Annual Report (Form 10~~-K) for the year ended February 28, 2022, have been audited by Centurion ZD CPA & Co., an independent registered public accounting firm as set forth in its report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 91 -

~~-71-~~The consolidated financial statements of the Company appearing in this prospectus and registration statement for the years ended February 28, 2026 and February 28, 2025, have been audited by CT International LLP, an independent registered public accounting firm as set forth in its report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

~~Table~~DISCLOSURE ofOF ~~Contents~~COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

disclosure of commission position on indemnification for securities act liabilities

Our by-laws provide for the indemnification of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. We are not, however, required to indemnify any director or officer in connection with any (a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or on behalf of us in the performance of his or her duties as a director or officer. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or officer in connection with that proceeding on receipt of any undertaking by or on behalf of that director or officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under our bylaws or otherwise. In addition, we currently maintain management liability insurance that covers any loss up to a certain amount that our directors and officers may become legally obligated to pay as a result of a claim for a wrongful act for which we do not indemnify the directors and officers, or covers any loss up to a certain amount that we indemnify our directors and officers as a result of a claim for a wrongful act.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the ~~Securities~~SEC ~~and Exchange Commission~~ such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the ~~Securities~~SEC ~~and Exchange Commission~~ under the Exchange Act. Our ~~Securities~~SEC ~~and Exchange Commission~~ filings are available to the public over the Internet at the ~~Securities and Exchange Commission~~SEC’s website at http://www.sec.gov. Access to these electronic filings is available as soon as practicable after filing with the ~~Securities and Exchange Commission~~SEC. You may also ~~read~~ and copy any document we file at the Securities and Exchange Commission’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. You may also request a copy of those filings, excluding exhibits, from us at no cost. Any such request should be addressed to us at: ~~1460~~111 ~~Broadway~~Somerset Road, ~~New~~Level ~~York~~3, ~~New~~Singapore ~~York 10036~~238164, Attention: Martin Shen.

We have filed with ~~the~~SEC ~~Securities and Exchange Commission~~ a registration statement on Form S-1 under the Securities Act with respect to our securities being offered pursuant to this prospectus. This prospectus forms part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement or the exhibits to the registration statement. The registration statement contains additional information about us and the securities being offered pursuant to this prospectus. You may read ~~or obtain~~ a copy of the registration statement atwhich ~~the~~is ~~Securities~~available ~~and~~to ~~Exchange Commission’s~~the public ~~reference~~over ~~room~~the ~~and~~internet at the SEC’s website referred to above.

-72 92 -

Table of Contents

INDEX TO FINANCIAL STATEMENTS

FINGERMOTION, INC.

~~TABLE OF~~CONSOLIDATED ~~CONTENTS~~FINANCIAL STATEMENTS

Unaudited Quarterly Financial Statements
Unaudited Condensed Consolidated Balance Sheet as of May 31, 2022 and Condensed Consolidated Balance Sheet as of February 28, 2022		F-3
Unaudited Condensed Consolidated Statements of Operations for the three month period ended May 31, 2022 and 2021		F-4
Unaudited Condensed Consolidated Statement of Stockholders’ Equity		F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended May 31, 2022 and 2021		F-6
Notes to Unaudited Condensed Consolidated Financial Statements		F-7
Annual Financial Statements
Report of Independent Registered Public Accounting Firm		F-24
Consolidated Balance Sheets as of February 28, 2022 and February 28, 2021		F-26
Consolidated Statements of Operations for the Years Ended February 28, 2022 and 2021		F-27
Consolidated Statements of Shareholders’ Equity		F-28
Consolidated Statements of Cash Flows for the Years Ended February 28, 2022 and 2021		F-29
Notes to the Consolidated Financial Statements		F-30

For the year ended February 28, 2026

(Expressed in U.S. Dollars)

Index to the Financial Statements

Contents	Page(s)
Report of Independent Registered Public Accounting Firm (Firm ID 6967)	F-2

Consolidated Balance Sheets at February 28, 2026 and February 28, 2025	F-3

Consolidated Statements of Operations for the years ended February 28, 2026 and February 28, 2025	F-4

Consolidated Statement of Stockholders’ Equity for the years ended February 28, 2026 and February 28, 2025	F-5

Consolidated Statements of Cash Flows for the years ended February 28, 2026 and February 28, 2025	F-6

Notes to the Consolidated Financial Statements	F-7

F-1

~~Table~~REPORT ofOF ~~Contents~~ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~FINGERMOTION,~~To ~~INC~~the Board of Directors and Stockholders of FingerMotion Inc.

~~CONDENSED~~Opinion ~~CONSOLIDATED~~on ~~INTERIM~~the ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

~~For~~We have audited the ~~three~~accompanying ~~months~~consolidated balance sheets of FingerMotion, Inc. (the Company) as of February 28, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended ~~May~~February 3128, ~~2022~~2026, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended February 28, 2026, in conformity with accounting principles generally accepted in the United States of America.

~~(Unaudited~~Substantial -Doubt ~~Expressed~~about inthe ~~U.S.~~Company’s Ability ~~Dollars)~~to continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ CT International LLP

We have served as the Company’s auditor since 2024.
San Francisco, California
May 29, 2026

F-2

~~Table~~FingerMotion, ofInc. ~~Contents~~ Consolidated Balance Sheets

FingerMotion, Inc. Condensed Consolidated Balance Sheets


	February 28,		February 28,
	2026		2025
ASSETS

Current Assets
Cash and cash equivalents	$	68,596	$	1,128,135
Accounts receivable, net		44,832,946		32,659,437
Inventories		258,159		136,020

Filing Compare · FingerMotion, Inc.