FNGR 10-K & 10-Q changes, risk factors and insider trading
FingerMotion, Inc. · Nasdaq · Services-Prepackaged Software · CIK 1602409 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
Removed heading “We may require additional funding to support our business.”
Largest changes
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 centralsee in full comparisongovernmentgovernment, export control restrictions imposed by U.S. Department of Commerce on Chinese entities and the executive orders issued by the U.S. government in November 2020 that prohibit certain transactions with certain China-based companies and their respective subsidiaries. Responding to the restrictions aforementioned, the PRC central government also issued several countermeasures, including but not limited to counter-sanctions and export control rules 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, andandresults 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.
To grow our business, FingerMotion currently looks to take advantage of the immense growth in the total variety of mobile services provided in China.see in full comparisonOn February 1, 2022, the Xinhua News Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology.For the Company to continue to grow, the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the deposit we have with each Telecom. We will need to raise additional capital to materially increase the amounts of these deposits with the Telecoms and to support the rollout of our Command & Communications business. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. 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.
“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.”see in full comparison
“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 …”see in full comparison
Full comparison: every changed paragraph (30)
- 1414 - -
- 1515 - - 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.
- 2222 - - 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.
We have not experienced any system failures or
other events or conditions that have interrupted the availability or reduced or effectedaffected 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.
- 1616 - -
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.
We may require additional funding to support
our business.
To grow our business, FingerMotion currently looks
to take advantage of the immense growth in the total variety of mobile services provided in China. On February 1, 2022, the Xinhua News
Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with
the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology. For the Company
to continue to grow,
the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the
deposit we have with
each Telecom. We will need to raise additional capital to materially increase the amounts of these deposits with
the Telecoms and to support
the rollout of our Command & Communications business. If we raise additional funds through the issuance
of equity, equity-linked or
debt securities, those securities may have rights, preferences or privileges senior to those of our common
stock, and our existing stockholders
may experience dilution. Any debt financing secured by us in the future could involve restrictive
covenants relating to our capital-raising
activities and other financial and operational matters, which may make it more difficult for
us to obtain additional capital and to pursue
business opportunities. 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.
- 1717 - -
- 2424 - -
- 1919 - -
- 2626 - - 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 advised us 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:
- 2020 - -
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 shareholdersshareholder 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.
- 2727 - -
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 governmentgovernment, export control restrictions imposed
by U.S. Department of Commerce on Chinese entities and the executive orders issued by
the U.S. government in November 2020 that prohibit
certain transactions with certain China-based companies and their respective subsidiaries. Responding to the restrictions aforementioned,
the PRC central government also issued several countermeasures, including but not limited to counter-sanctions and export control rules
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 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.
- 2222 - - 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.
- 2929 - -
- 3030 - - 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 CSRC 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.
- 2424 - - 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.
- 3131 - -
- 2525 - -
- 3232 - -
- 2727 - - 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.
- 3434 - - 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.
- 3535 - - 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 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.
The Regulations on Foreign Investment Security Assessment (the “Security Assessment Rules”) which became effective in January 2021, requires that if foreign investors intend to directly or indirectly invest in the PRC in key industries and obtaining actual control over the invested enterprise, including important agricultural products, important energy and resources, major equipment manufacturing, important infrastructure, important transport services, important cultural products and services, important information technology and internet products and services, important financial services, key technologies, and other important areas, they shall proactively apply for approval to the working mechanism office (the “Security Assessment Office”) before their implementation.
There is significant uncertainty regarding the
interpretation 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 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.MOFCOM or Security Assessment Office.
- 2929 - - In addition, on December 24, 2021, the CSRC issued the draft Administration Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administration Provisions”) and the draft Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Draft Administrative Measures”), for public comments. The Draft Administration Provisions and the Draft Administrative Measures regulate overseas securities offering and listing by domestic companies in direct or indirect form. The Draft Administration Provisions specify the responsibilities of the CSRC to regulate the activities of overseas securities offering and listing by domestic companies and establish a filing-based regime. As a supporting measure to the Draft Administration Provisions, the Draft Administrative Measures, detail the determination criteria for indirect overseas listing in overseas markets. Specifically, an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, or the main place of business is in the PRC or carried out in the PRC. In accordance with the Draft Administrative Measures, the issuer or its designated material domestic company, shall file with the CSRC and report the relevant information for its initial public offering.
- 3636 - - Also on February 17,
2023, the CSRC also held a press conference for 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 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.
Management's Discussion & Analysis (MD&A)
New heading “Business Segments”
New heading “Technology and Platform Strategy”
New heading “Customers and Markets”
New heading “Expansion of Marketplace Platform and Digital Commerce Infrastructure Solutions”
New heading “Advancement of Advanced Technology and Platform Solutions”
New heading “Development of Data and Analytics Platform Solutions”
New heading “JiuGe Procurement Platform Launch”
New heading “Recent Financing”
New heading “May 2026 Note Offering”
New heading “Capital Allocation Strategy”
New heading “Segment reporting”
New heading “Foreign Currency Translation and Transactions”
New heading “Concentration of Credit Risks”
New heading “Telecommunication Services”
New heading “Telecommunication Products”
New heading “Cost of Revenue”
New heading “Research and Development”
New heading “Selling, General and Administrative”
Removed heading “Telecommunications Products and Services”
Removed heading “Value Added Product and Services”
Removed heading “SMS and MMS Services”
Removed heading “Rich Communication Services”
Removed heading “Big Data Insights”
Removed heading “Our Video Game Division”
Removed heading “Smart Mobility Solution”
Largest changes
“On May 13, 2026 (the “Closing Date”), we entered into a securities purchase agreement (the “May 2026 Note Purchase Agreement”) with an institutional investor (the “Note Investor”), pursuant to which we issued to the Note Investor a senior secured convertible note (the “Note”) with an original principal amount of $5,000,000 and an original issue discount of $700,000. The Note bears no interest (except upon an event of default) and, unless earlier converted or redeemed, will mature on the first anniversary of the Closing Date. …”see in full comparison
“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. …”see in full comparison
“If an event of default occurs and is continuing, the Note shall become due and payable, at the Note Investor’s election, in cash at an amount equal to 125% of all the outstanding principal amount of the Note, accrued and unpaid interest, and any other unpaid amounts (collectively, the “Outstanding Value”). Upon the occurrence and continuation of an event of default, default interest shall accrue at an annual rate of 12%.”see in full comparison
“Expansion of Marketplace Platform and Digital Commerce Infrastructure Solutions”see in full comparison
“- 3636 - - The Note is convertible, at any time at the Note Investor’s option, into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” and such shares issuable upon conversion, the “Conversion Shares”), at an initial fixed conversion price of $0.94 per share (the “Fixed Conversion Price”), which is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations, and other customary events. …”see in full comparison
“- 4949 - - 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. Additionally, the expansion into areas such as cloud-based business, which features a longer collection cycle, as well as investments in other growth initiatives, has increased our accounts receivable and placed added pressure on our liquidity. To manage these operational demands effectively, we have had to carefully monitor and manage our cash flows. …”see in full comparison
Full comparison: every changed paragraph (183)
The Company is a mobile dataservices, specialistdata, and technology
company
incorporated in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.283164. As described elsewhere
in in
this Annual Report, ourthe Company has been organized as a holding company and conducts a significant part of ourits operations through ourits
subsidiaries and through contractual arrangementsagreements with JiuGe Technology, athe VIE based in China. WeThe Company indirectly ownowns 100% of the
equity of
JiuGe Management, a WFOE that has entered into the VIE Agreements which gives usthe Company operational control over JiuGe Technology.Technology
and consolidates its financial results.
The Company operates its business across four primary segments:
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:
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.
The Company operates the following lines of business:
(i) Telecommunications Products and Services; (ii) Value Added Products and Services (iii) Short Message Services (“SMS”)
and Multimedia Messaging Services (“MMS”); (iv) a Rich Communication Services (“RCS”) platform;
(v) Big Data Insights; and (vi) a Video Games Division (inactive).
Telecommunications Products and Services
The Company’s current product mix consisting
of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles
(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 to pay his or her bill, the consumer would miss out on any benefits
or marketing discounts that e-marketers provide. Thus, consumers log on to these e-marketer’s websites, click into their respective
phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk
time.
To connect to the respective mobile telecommunications
providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment. We
have been granted one of these licenses by China United Network Communications Group Co., Ltd. (“China Unicom”) and
China Mobile Communications Corporation (“China Mobile”), each of which is a major telecommunications provider in China.
We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.
We conduct our mobile payment business through
JiuGe Technology, our VIE. In the first half of 2018, JiuGe Technology secured contracts with China Unicom and China Mobile to distribute
mobile data for businesses and corporations in nine provinces/municipalities, namely Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai,
Zhejiang, Shaanxi, Inner Mongolia, Henan and Fujian. In September 2018, JiuGe Technology launched and commercialized mobile payment and
recharge services to businesses for China Unicom. In May 2021, JiuGe Technology signed a volume-based agreement with China Mobile Fujian
to offer recharge services to the Fujian province which we have launched and commercialized in November 2021.
- 4141 - - The JiuGe Technology mobile payment and recharge
platform enables the seamless delivery of real-time payment and recharge services to third-party channels and businesses. We earn a rebate
from each telecommunications company on the funds paid by consumers to the telecommunications companies we process. To encourage consumers
to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we offer mobile
data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to them to purchase
the mobile data and talk time provided to consumers through the use of our platform. Accordingly, we earn income on the rebates we receive
from China Unicom and China Mobile, reduced by the amounts by which we discount the mobile data and talk time sold through our platform.
FingerMotion started and commercialized its “Business
to Business” (“B2B”) model by integrating with various e-commerce platforms to provide its mobile payment and
recharge services to subscribers or end consumers. In the first quarter of 2019 FingerMotion expanded its business by commercializing
its first “Business to Consumer” (“B2C”) model, offering the telecommunication providers’ products
and services, including data plans, subscription plans, mobile phones, and loyalty points redemption, directly to subscribers or customers
of the e-commerce companies, such as PinDuoDuo.com, TMall.com and JD.Com. The Company is planning to further expand its universal exchange
platform by setting up B2C stores on several other major e-commerce platforms in China. In addition, we have been designated as one of
China’s Mobile’s loyalty redemption partners, which allows us to provide such services for their customers via our platform.
Additionally, as previously disclosed, on July
7, 2019, JiuGe Technology, our VIE, entered into that certain Cooperation Agreement with China Unicom Yunnan, whereby JiuGe Technology
is responsible for constructing and operating China Unicom’s electronic sales platform through which consumers can purchase various
goods and services from China Unicom, including mobile telephones, mobile telephone service, broadband data services, terminals, “smart”
devices and related financial insurance. The Cooperation Agreement provides that JiuGe Technology is required to construct and operate
the platform’s webpage in accordance with China Unicom’s specifications and policies, and applicable law, and bear all expenses
in connection therewith. As consideration for the service JiuGe Technology provides under the Cooperation Agreement, it receives a percentage
of the revenue received from all sales it processes for China Unicom on the platform. The Cooperation Agreement expires three years from
the date of its signature with a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by
(i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom unilaterally.
During the recent fiscal year, the Company expanded
its offering under their telecommunication product and services by increasing their product line revenue streams. In March 2020, FingerMotion
secured a contract with both China Mobile and China Unicom to acquire new users to take up the respective subscription plans.
In February 2021, we increased the mobile phones
sales to end users using all of our platforms. This business will continue to contribute to the overall revenue for the group as part
of our offering to our customers.
Value Added Product and Services
These are new product and services that the Company
expects to secure and work with the telecommunication provider and all our e-commerce platform partners to market. In February 2022, our
contractually controlled subsidiary, JiuGe Technology, through its 99% own subsidiary TengLian signed an agreement with both China Unicom
and China Mobile to co-operate in the introduction of the Mobile Device Protection product which is incorporated into the Telecommunication
subscription plans in line with their roll out of new mobile phones and new 5G phones. In mid-July 2022, we launched the Mobile Device
protection product with the roll out of the new mobile phones and 5G phones. Complementing our hardware protection services, we have introduced
cloud services designed to offer corporate customers robust data storage, processing capabilities, and databases accessible via the internet.
SMS and MMS Services
On March 7, 2019, the Company, acting through
JiuGe Technology, acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to
businesses looking to communicate with large numbers of their customers and prospective customers. With this acquisition, the Company
expanded into a second partnership with the telecom companies by acquiring bulk SMS and MMS bundles at reduced prices and offering bulk
SMS services to end consumers with competitive pricing. Beijing Technology retains a license from MIIT to operate the SMS and MMS business
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 car manufacturers, hotel chains, airlines and e-commerce companies, that
utilize Beijing Technology’s SMS integrated platform to send bulk SMS text messages monthly. Beijing Technology has the capability
to manage and track the entire process, including guiding the Company’s customer to meet MIIT’s guidelines on messages composed,
until the SMS messages have been delivered successfully.
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.
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.
The Company’s advanced technology and platform solutions segment includes its C2 Platform, which integrates satellite communications, 5G networks, IoT systems, and AI-driven analytics for emergency response vehicles and specialized commercial applications. The platform is designed to support mission-critical communications, operational coordination, and real-time data transmission in public safety, emergency response, transportation, and related infrastructure environments.
Technology and Platform Strategy
The Company’s operations are supported by proprietary and third-party technology platforms, including messaging infrastructure, digital commerce systems, and data analytics capabilities. The Company continues to invest in enhancing these platforms to improve scalability, reliability, and performance across its operating subsidiaries.
Customers and Markets
The Company serves enterprise customers, telecommunications operators, and platform users primarily in the PRC. The Company’s solutions are designed to support high-volume transactional environments and data-driven enterprise use cases.
Rich Communication Services
In March 2020, the Company began the development
of an RCS platform, also known as Messaging as a Platform (“MaaP”). This RCS platform will be a proprietary business
messaging platform that enables businesses and brands to communicate and service their customers on the 5G infrastructure, delivering
a better and more efficient user experience at a lower cost. For example, with the new 5G RCS message service, consumers will have the
ability to list available flights by sending a message regarding a holiday and will also be able to book and buy flights by sending messages.
This will allow telecommunication providers like China Unicom and China Mobile to retain users on their systems, without having to utilize
third party apps or log onto the Internet, which will increase their user retention. We expect this to open up a new marketing channel
for the Company’s current and prospective business partners. Currently, the deployment of this RCS platform is under review, with
discussion ongoing among government bodies, major service providers, and telecommunication companies. These deliberations aim to assess
the potential market impacts and establish the necessary consents before the launch, considering the significant changes the platform
may introduce to user interactions with existing services. The discussion seeks to ensure that all stakeholders’ concerns are addressed
comprehensively. Once these issues are resolved and the necessary approval is obtained, we anticipate a substantial enhancement in our
service offerings and an expansion of our market reach.
Big Data Insights
In July 2020, the Company launched its proprietary
technology platform “Sapientus” as its big data insights arm to deliver data-driven solutions and insights for businesses
within the insurance, healthcare, and financial services industries. The Company, acting primarily through its indirect wholly-owned subsidiary,
Finger Motion Financial Company Limited (“FMFC”) applies its vast experience in the insurance and financial services
industry and capabilities in technology and data analytics to develop revolutionary solutions targeted towards insurance and financial
consumers. Integrating diverse publicly available information, insurance and financial based data with technology and finally registering
them into the FingerMotion telecommunications and insurance ecosystem, the Company would be able to provide functional insights and facilitate
the transformation of key components of the insurance value chain, including driving more effective and efficient underwriting, enabling
fraud evaluation and management, empowering channel expansion and market penetration through novel product innovation, and more. 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 the ability to
provide potential customers and partners with insights-driven and technology-enabled solutions and applications including preferred risk
selection, precision marketing, product customization, and claims management (e.g., fraud detection). The Company’s mission is to
deliver the next generation of data-driven solutions in the financial services, healthcare, and insurance industries that result in more
accurate risk assessments, more efficient processes, and a more delightful user experience.
On or around January 25, 2021, FMFC entered into
a Sapientus services agreement with Pacific Life Re, a global life reinsurer serving the insurance industry with a comprehensive suite
of products and services.
In December 2021, the Company acting through JiuGe
Technology, formed a collaborative research alliance with Munich Re in extending behavioral analytics to enhance understanding of morbidity
and behavioral patterns in China market, with the goal of creating value for both insurers and the end insurance consumers through better
technology, product offerings and customer experience.
Our Video Game Division
The video game industry covers multiple sectors
and is currently experiencing a move away from physical games towards digital software. Advances in technology and streaming now allow
users to download games rather than visiting retailers. While publishers are expanding their direct-to-consumer models through mobile
gaming, eSports and virtual, the Company has exited the video game business and re-directed its resources towards new business opportunities
in China, particularly the mobile phone payment and data business.
Smart Mobility Solution
The C2 Platform, FingerMotion’s Advanced
Mobile Integrated Command and Communication solution, saw considerable advancements during the fiscal year. Designed to support mission-critical
mobile communications for public safety agencies, emergency response teams, and industrial sectors, the C2 Platform is built on FingerMotion’s
telecommunications infrastructure, leveraging 5G connectivity and cloud-based technology to offer real-time data sharing, geospatial mapping,
and situational awareness.
- 4343 - - During the year, we expanded the deployment of
the C2 Platform into pilot regions, establishing partnerships with automotive manufacturers and industrial partners. These partnerships
enabled us to showcase the platform's capabilities, including mobile video feeds, real-time GPS tracking, and AI-driven analytics for
improving public safety operations. Our C2 Platform is positioned to serve both public sector agencies and private sector enterprises
in high-risk areas such as disaster management, fleet operations, and emergency response missions.
We expect these deployments to scale in the upcoming
fiscal year, with further geographic expansion planned for key markets in China. These developments are expected to drive revenue growth
from enterprise sales, government contracts, and strategic partnerships.
DaGe Platform
The DaGe platform, FingerMotion’s integrated
marketplace for automotive products and services, continued its expansion in the fiscal year. The platform offers a range of services,
such as vehicle maintenance, repair, tire replacement, and EV charging, catering to the growing EV market. With the increasing adoption
of EVs, the demand for EV charging stations and related services has been a significant growth driver for DaGe.
During the year, we expanded our network of service
providers, onboarded additional automotive maintenance providers, and onboarded more EV charging stations into the platform. We also enhanced
user experience by offering location-based, proximity recommendations, real-time pricing, and seamless transaction processing, all within
the mobile app. The increase in user engagement on the DaGe platform resulted in higher transaction volumes, which directly contributed
to revenue growth in this segment.
Additionally, we leveraged our existing telecommunications
infrastructure to expand the platform’s reach, capitalizing on cross-promotion opportunities within our mobile services business.
The introduction of loyalty programs and seasonal promotions helped retain users and drive repeat business, further strengthening the
platform’s position in the market. As we look ahead, we plan to continue expanding DaGe’s offerings by targeting new markets
and forming strategic partnerships with both local and national service providers.
RecentKey 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.
- 3535 - - In addition, the Company launched the JiuGe Procurement Platform during fiscal 2026, the enterprise procurement and supplier management platform is designed to support employee benefits programs, customer rewards initiatives, and promotional campaign management for enterprise customers. As of February 28, 2026, the platform was being piloted with select regional operations of China Mobile and Juneyao Airlines.
Management believes the procurement platform may facilitate future expansion of enterprise-focused digital commerce infrastructure services and contribute to the diversification of the Company’s marketplace-related revenue streams.
Advancement of Advanced Technology and Platform 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.
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.
What changed in the latest 10-Q
Risk Factors
New heading “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.”
Removed heading “We may require additional funding to support our business.”
Largest changes
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 centralsee in full comparisongovernmentgovernment, export control restrictions imposed by U.S. Department of Commerce on Chinese entities and the executive orders issued by the U.S. government in November 2020 that prohibit certain transactions with certain China-based companies and their respective subsidiaries. Responding to the restrictions aforementioned, the PRC central government also issued several countermeasures, including but not limited to counter-sanctions and export control rules 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.
To grow our business, FingerMotion currently looks to take advantage of the immense growth in the total variety of mobile services provided in China.see in full comparisonOn February 1, 2022, the Xinhua News Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology.For the Company to continue to grow, the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the deposit we have with each Telecom. We will need to raise additional capital to materially increase the amounts of these deposits with the Telecoms and to support the rollout of our Command & Communications business. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing stockholders may experience dilution. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. 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.
“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.”see in full comparison
“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 …”see in full comparison
For all annual periods of our operating history we have experienced net losses. We generatedsee in full comparisona net loss of approximately $5.2 million during the nine-month period ended November 30, 2025 andnet losses of approximately$5.1$2.0 million during the three-month period ended May 31, 2026 and net losses of approximately $7.0 million,$3.8$5.1 million and$7.5$3.8 million for the years ended February 28,2025,2026,20242025 and2023,2024, respectively. AtNovemberMay30,31,20252026 and February 28,2025,2026, we had an accumulated deficit ofapproximately $39.4$43.1 million and$34.2$41.2 million, respectively. We have not achieved profitability, and we may not realize sufficient revenue to achieve profitability in future periods. Our expenses will likely increase in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase our sales and marketing efforts and continue to invest in our platform. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses in the future and may not be able to achieve or maintain profitability.
Full comparison: every changed paragraph (9)
For all annual periods of our operating history we
have experienced net losses. We generated a net loss of approximately $5.2 million during the nine-month period ended November 30, 2025
and net losses of approximately $5.1$2.0 million during the three-month period ended May 31, 2026 and
net losses of approximately $7.0 million, $3.8$5.1 million and $7.5$3.8 million for the years ended February 28, 2025,2026, 20242025 and 2023,2024, respectively.
At NovemberMay 30,31, 20252026 and February 28, 2025,2026, we had an accumulated deficit of approximately $39.4$43.1 million and $34.2$41.2 million, respectively.
We have not achieved
profitability, and we may not realize sufficient revenue to achieve profitability in future periods. Our expenses
will likely increase
in the future as we develop and launch new offerings and platform features, expand in existing and new markets, increase
our sales and
marketing efforts and continue to invest in our platform. These efforts may be more costly than we expect and may not result
in increased
revenue or growth in our business. If we are unable to generate adequate revenue growth and manage our expenses, we may continue
to incur
significant losses in the future and may not be able to achieve or maintain profitability.
We have not experienced any system failures or other
events or conditions that have interrupted the availability or reduced or effectedaffected 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.
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.
We may require additional funding to support
our business.
To grow our business, FingerMotion currently looks
to take advantage of the immense growth in the total variety of mobile services provided in China. On February 1, 2022, the Xinhua News
Agency reported that the combined business revenue in the telecom sector rose 8% year on year to about US$232.43 billion in 2021, with
the growth rate up 4.1 percentage points from 2020, according to the PRC Ministry of Industry and Information Technology. For the Company
to continue to grow,
the deposit with the Telecoms needs to increase, as most of the revenue we process is dependent on the size of the
deposit we have with
each Telecom. We will need to raise additional capital to materially increase the amounts of these deposits with
the Telecoms and to support
the rollout of our Command & Communications business. If we raise additional funds through the issuance
of equity, equity-linked or
debt securities, those securities may have rights, preferences or privileges senior to those of our common
stock, and our existing stockholders
may experience dilution. Any debt financing secured by us in the future could involve restrictive
covenants relating to our capital-raising
activities and other financial and operational matters, which may make it more difficult for
us to obtain additional capital and to pursue
business opportunities. 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.
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
shareholdersshareholder to vote on corporate actions necessary to resolve the conflict. There can be no assurance in any such circumstances that Ms.
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
best interests, our operating performance and future growth could be adversely affected.
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 governmentgovernment, export control restrictions imposed by U.S. Department
of Commerce on Chinese entities and the executive orders issued by the U.S. government in
November 2020 that prohibit certain transactions
with certain China-based companies and their respective subsidiaries. Responding to the restrictions aforementioned, the PRC central government
also issued several countermeasures, including but not limited to counter-sanctions and export control rules 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.
The Regulations on Foreign Investment Security Assessment (the “Security Assessment Rules”) which became effective in January 2021, requires that if foreign investors intend to directly or indirectly invest in the PRC in key industries and obtaining actual control over the invested enterprise, including important agricultural products, important energy and resources, major equipment manufacturing, important infrastructure, important transport services, important cultural products and services, important information technology and internet products and services, important financial services, key technologies, and other important areas, they shall proactively apply for approval to the working mechanism office (the “Security Assessment Office”) before their implementation.
There is significant uncertainty regarding the interpretation
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 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.MOFCOM or Security Assessment Office.
Management's Discussion & Analysis (MD&A)
New heading “Strategic Cooperation with China Unicom”
New heading “Business Segments”
New heading “Enterprise Messaging Services (SMS and MMS)”
New heading “JiuGe Procurement Platform”
New heading “Capital Allocation Strategy”
Removed heading “Share Exchange Agreement”
Removed heading “China Unicom Cooperation Agreement”
Removed heading “SMS and MMS Services”
Removed heading “Rich Communication Services”
Removed heading “Big Data Insights”
Removed heading “Smart Mobility Solution”
Removed heading “Nine Months Ended November 30, 2025 Compared to Nine Months Ended November 30, 2024”
Removed heading “Cost of Revenue”
Removed heading “Amortization & Depreciation”
Removed heading “General & Administrative Expenses”
Removed heading “Research & Development”
Removed heading “Credit Impairment Loss”
Removed heading “Share Compensation Expenses”
Removed heading “Operating Expenses”
Removed heading “Net Loss attributable to the Company’s stockholders”
Largest changes
“To operate, the VIE and Beijing XunLian TianXia Technology Co., Ltd. are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities. …”see in full comparison
“The Cooperation Agreement expires three years from the date of its signature, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom 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. …”see in full comparison
“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 report, the Company is not required to obtain specific approvals from these authorities to operate its current business. …”see in full comparison
“Upon delivery of a “Placement Notice” under and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made directly on the Nasdaq Capital Market (the “Exchange”), on any other existing trading market for our shares of common stock or to or through a market maker. …”see in full comparison
Full comparison: every changed paragraph (208)
The following management’s discussion and
analysis of the Company’s financial condition and results of operations (the “MD&A”) contains forward-looking statements
that involve risks, uncertainties and assumptions including, among others, statements regarding our capital needs, business plans and
expectations. In evaluating these statements, you should consider various factors, including the risks, uncertainties and assumptions
set forth in reports and other documents we have filed with or furnished to the SEC and, including, without limitation, this Quarterly
Report on Form 10-Q for the ninethree months ended NovemberMay 30,31, 2025,2026, and our Annual Report on Form 10-K for the fiscal year ended February 28,
28, 2025,2026, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may cause
cause our actual results or actions in the future to differ materially from any forward-looking statement made in this document. Refer
to “Cautionary
Note Regarding Forward-looking Statements” as disclosed in our Annual Report on Form 10-K for the fiscal year
ended February 28, 2025,
2026, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.
This MD&A is focused on material changes in our
financial condition from February 28, 2025,2026, our most recently completed year end, to NovemberMay 30,31, 2025,2026, and our results of operations
for the nine
three months ended NovemberMay 30,31, 2025,2026, and should be read in conjunction with Item 7, Management’s Discussion and Analysis
of Financial
Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended February 28,
2025. 2026.
The Company has been organized as a holding company and conducts a significant part of its operations through subsidiaries and contractual arrangements with affiliated entities in the PRC, including Shanghai JiuGe Information Technology Co., Ltd. (“JiuGe Technology”, “our VIE” or “the VIE”). The Company’s operations in the PRC are primarily carried out through its wholly owned subsidiaries and Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”, “our WFOE” or “the WFOE”), a wholly foreign-owned enterprise (“WFOE”), which has entered into a series of contractual agreements with the VIE and its respective shareholder.
These contractual arrangements are intended to provide the Company with effective control over the VIE and the ability to receive substantially all of the economic benefits of the VIE’s operations. The VIE structure is employed to comply with PRC laws and regulations that restrict or prohibit foreign ownership in certain industries. However, these arrangements have not been tested in a court of law in the PRC and carry associated risks and uncertainties. See “Item 1A. Risk Factors—Risks Related to VIE Agreements.”
The Company was initially incorporated as Property
Management Corporation of America on January 23, 2014 in the State of Delaware.
On June 21, 2017, the Company amended its certificate
of incorporation to effect a 1-for-4 reverse stock split of the Company’s outstanding common stock, to increase the authorized shares
of common stock to 200,000,000 shares and to change the name of the Company from “Property Management Corporation of America”
to “FingerMotion, Inc.” (the “Corporate Actions”). The Corporate Actions and the amended certificate of
incorporation became effective on June 21, 2017.
Our principal executive offices are located at 111
Somerset Road, Level 3, Singapore 238164, and our telephone number is (347) 349-5339.
Our Company has been organized as a holding company
and conducts a significant part of our operations through our subsidiaries and through contractual arrangements with Shanghai JiuGe Information
Technology Co., Ltd. (“JiuGe Technology,” “our VIE” or “the VIE”), a variable
interest entity (“VIE”) based in the People’s Republic of China (“PRC” or “China”).
JiuGe Technology’s sole shareholder, Ms. Li Li, is also its legal representative and general manager. 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 provide contractual exposure to foreign investment in Chinese-based companies. We indirectly own
100% of the equity of Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management,” “our WFOE”
or “the WFOE”), a wholly foreign owned enterprise (“WFOE”). JiuGe Management entered into a series
of agreements with JiuGe Technology, known as variable interest agreements (the “VIE Agreements”) in October 2018,
which gives us contractual control over JiuGe Technology. The VIE Agreements have not been tested in court. As a result of our use of
the VIE structure, you may never directly hold equity interests in the VIE. Any securities that we offer will be securities of the Company,
the Delaware holding company, not of the VIE.
As described in more detail below, under the subheading
“VIE Agreements,” we fund the registered capital and operating expenses of the VIE by extending loans to Ms. Li Li, the sole
shareholder of the VIE, for the purpose of funding the capital contribution of the subscribed capital of the VIE. The VIE Agreements governing
the relationship between the VIE and our WFOE enable us to (i) direct the activities of the VIE that most significantly impact the VIE’s
economic performance, (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 laws. As a result of the
VIE Agreements, the Company is considered the primary beneficiary of the VIE for accounting purposes and is able to consolidate the financial
results of the VIE in its consolidated financial statements in accordance with U.S. GAAP.
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 report, 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, the failing of which may result in an order to make correction, a warning, and/or the imposition of fines.
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.
Licensing
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 Ministry of Industry and Information Technology (“MIIT”). These licenses are necessary for providing mobile payment, recharge, and messaging services in China.
VIE Structure
Our holding company structure presents unique risks
as our investors may never directly hold equity interests in our subsidiaries or the VIE, and we will be dependent upon contributions
from our subsidiaries and the VIE to finance our cash flow needs. Our subsidiaries and the VIE are currently not required to obtain permission
from the Chinese authorities including the China Securities Regulatory Commission (the “CSRC”), or Cybersecurity Administration
Committee (the “CAC”), to operate or to issue securities to foreign investors. However, as of March 31, 2023, pursuant
to the Overseas Listing Trial Measures promulgated by the CSRC, we will be required to make filings with the CSRC with respect to any
new overseas offering of our securities. 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.
The business of our subsidiaries and the VIE until
now are not subject to cybersecurity review with the CAC, given that: (i) data processed in our business does not have a bearing on national
security and thus may not be classified as core or important data by the authorities; and (ii) we do not possess a large amount of personal
information in our business operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement
agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect
to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than
RMB400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to
accept foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory
actions, including the Overseas Listing Trial Measures, are fairly new, it is uncertain what potential impact such modified or new laws
and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S.
or other foreign exchange.
To operate, the VIE and Beijing XunLian TianXia Technology
Co., Ltd. are required to obtain, and have obtained, a value-added telecommunications business license from PRC authorities. In connection
with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date
of this periodic report on Form 10-Q, we, our PRC subsidiaries and the VIE, (i) are not required to obtain permissions from the CSRC except
that as of March 31, 2023 we may have to file with the CSRC with respect to a new offering of our securities, (ii) are not required to
go through cybersecurity review by the CAC, and (iii) have received or were not denied such requisite permissions by any PRC authority.
If we, our subsidiaries or the VIE (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required or (iii) applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future, we may be subject to government enforcement actions, investigations, penalties, sanctions
and fines imposed by the CSRC, the CAC and relevant departments of the State Council. In severe circumstances, the business of our PRC
subsidiary may be ordered to suspend and its business qualifications and licenses may be revoked.
Share Exchange Agreement
Effective July 13, 2017, the Company entered into
that certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Finger Motion Company
Limited (“FMCL”) and certain shareholders of FMCL (the “FMCL Shareholders”). FMCL, a Hong Kong corporation,
was formed on April 6, 2016 and is an information technology company that then specialized 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 Exchange Agreement, the Company issued 12,000,000 shares of common
stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to consultants in connection with the transactions contemplated
by the Share Exchange Agreement, and 2,562,500 additional shares to accredited investors, which was a concurrent financing but not a condition
of closing the Share Exchange Agreement.
As a result of the Share Exchange Agreement and the
other transactions contemplated thereunder, FMCL became a wholly-owned subsidiary of the Company. At that time, FMCL continued operations
as the Company’s video game division. 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.
This description of the Share Exchange Agreement does
not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which was filed
as an exhibit to our Current Report on Form 8-K filed with the SEC on July 20, 2017 and incorporated by reference herein.
VIE Agreements
OnThe OctoberCompany 16,conducts 2018,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,Company’s throughWFOE and the VIE, along with its indirect
wholly-owned WFOE, JiuGe Management, entered into the VIE Agreementsshareholder, pursuant to which JiuGe Technology became ourthe Company’s
contractually
controlled affiliate. The use of VIE agreements is a common structure used to acquire operational control of PRC corporations, particularly
in certain industries in which foreign investment is restricted or forbidden by the PRC government. The VIE Agreements include a Consulting
Servicesconsulting Agreement,services agreement, a Loanloan Agreement,agreement, a Powerpower of Attorney Agreement,attorney
agreement, a Callcall Optionoption Agreement,agreement and a Shareshare Pledgepledge Agreementagreement in order to
secure the connection and commitments of JiuGethe Technology. We operate our mobile payment platform business through JiuGe Technology.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 “Item 1A. Risk Factors—Risks Related to VIE Agreements.”
The VIE Agreements included:
Our PRC counsel has reviewed these agreements and
believes that all the VIE Agreements were duly signed and are not in violation of applicable laws of PRC. We are of the opinion that the
VIE Agreements are valid and giving the WFOE a full control over the VIE in respect of the current and effective PRC laws and regulations.
However, the VIE Agreements have never been challenged or recognized in court for the time being, and the PRC government may determine
that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations compared with direct ownership, they may
be less effective in controlling through the VIE structure.
In the first half of 2018, JiuGe Technology established
contracts with China Unicom and China Mobile, initiating the provision of mobile data services to businesses and corporations in key provinces/municipalities
including Chengdu, Jiangxi, Jiangsu, Chongqing, Shanghai, Zhuhai, Zhejiang, Shaanxi and Inner Mongolia. As with all dynamic markets, the
specifics of our operational contracts have naturally evolved over time but our dedication to these provinces is unwavering, and we consistently
enhance our service and product offerings to ensure optimal service. Additionally, as we continue to grow, there is the potential for
our reach to expand into additional provinces in the PRC.
In September 2018, JiuGe Technology launched and commercialized
mobile payment and recharge services to businesses for China Unicom. The JiuGe Technology mobile payment and recharge platform enables
the seamless delivery of real-time payment and recharge services to third-party channels and businesses. We earn a negotiated rebate amount
from each of China Unicom and China Mobile for all monies paid by consumers to China Unicom and China Mobile that we process. To encourage
consumers to utilize our portal instead of using our competitors’ platforms or paying China Unicom or China Mobile directly, we
offer mobile data and talk time at a rate discounted from these companies’ stated rates, which are also the rates we must pay to
them to purchase the mobile data and talk time provided to consumers through the use of our platform. Accordingly, we earn income on the
rebates we receive from the telecommunications companies, reduced by the amounts by which we discount the mobile data and talk time sold
through our platform.
In October 2018, China Unicom and China Mobile awarded
JiuGe Technology with contracts that established partnerships for data analysis, that could unlock potential value-added services.
This description of the VIE Agreements discussed above
does not purport to be complete and are qualified in their entirety by reference to the terms of the VIE Agreements, which were filed
as exhibits to our Current Report on Form 8-K filed with the SEC on December 27, 2018 and are incorporated by reference herein. The English
translation version of the JiuGe Technology Share Pledge Agreement was filed as Exhibit 10.6 to our Form S-1/A (Amendment No. 1) filed
with the SEC on January 5, 2023, and is incorporated by reference herein.
The Company acting through the VIE expanded its telecommunications services through the acquisition of operational control of Beijing XunLian TianXia Technology Co., Ltd. (“Beijing Technology”), which provides enterprise messaging solutions, including short message services (“SMS”) and multimedia messaging services (“MMS”), for enterprise customers. This service complements the Company’s mobile payment and recharge offerings and operates under licenses issued by the MIIT.
Strategic Cooperation with China Unicom
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 the Company’s telecommunications ecosystem and support its transaction-based service model.
Under these cooperation arrangements, JiuGe Technology is responsible for constructing and operating electronic sales platforms and related services through which consumers may purchase telecommunications products and services, including 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.
The Company believes these arrangements enhance its integration with major telecommunications operators in China and provide opportunities to increase transaction volume and service penetration. The extent of revenue generated from these arrangements depends on transaction activity, customer adoption, and ongoing commercial cooperation with the relevant counterparties.
On March 7, 2019, the Company acting through JiuGe
Technology acquired operational control of Beijing Technology, a company in the business of providing mass SMS text services to businesses
looking to communicate with large numbers of their customers and prospective customers. 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 (“MIIT”) 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 fulfil the government guidelines, until the SMS messages have been delivered successfully.
China Unicom Cooperation Agreement
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, subject to a yearly auto-renewal clause, which is currently in an auto-renewal period, but it may be terminated
by (i) JiuGe Technology upon three months’ written notice or (ii) by China Unicom 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 November 9, 2019 and is incorporated by reference herein.
In addition, in January 2022, TengLianTengLian, (a 99% owned subsidiary
of JiuGe Technology)Technology, signedentered into a co-operationcooperation agreementarrangement with China Unicom to launchsupport thedevice Deviceprotection Protection programprograms for mobile phonesand 5G
devices. This initiative expands the Company’s involvement in value-added telecommunications services and themay enhance its broader
newservice 5G phones.offerings.
These cooperative arrangements are subject to customary commercial terms, including renewal provisions and termination rights, and their continuation and financial contributions will depend on ongoing performance, regulatory conditions, and market demand
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.
As of the date of this Quarterly Report on Form 10-Q,
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-added telecommunications business licence,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.VIE.
The Company is a mobile dataservices, specialistdata, and technology
company incorporated
in Delaware, USA, with its head office located at 111 Somerset Road, Level 3, Singapore 238164.283164. As described elsewhere
in this Quarterly
Report, ourthe Company has been organized as a holding company and conducts a significant part of ourits operations through our
its subsidiaries
and through contractual arrangementsagreements with JiuGe Technology, athe VIE based in China. The Company indirectly owns 100% of
the equity of JiuGe Management, a WFOE that has entered into the VIE Agreements which gives the Company operational control over JiuGe
Technology and consolidates its financial results.
The Company organizes its operations across four primary areas: (i) telecommunications products and services, (ii) marketplace platform and digital commerce infrastructure solutions, (iii) data and analytics platform solutions, and (iv) advanced technology and platform solutions.
The Company’s strategic focus is to continue operating and optimizing its telecommunications products and services business while expanding its higher-margin, technology-driven platform offerings. These offerings include the development and commercialization of its marketplace platforms, data analytics solutions (including applications for insurance and financial services), and critical infrastructure technology platforms. The Company is also focused on enhancing its underlying technology capabilities, including platform scalability, data processing, and system integration, to support growth across multiple industry verticals. The timing and extent of growth in these areas will depend on factors such as market adoption, competitive conditions, regulatory developments, and the Company’s ability to execute its platform development and commercialization strategies.
Business Segments
The Company operates an integrated portfolio of technology-driven platforms and services across four core areas:
The Company operates the following lines of business:
(i) Telecommunications Products and Services; (ii) Value Added Products and Services (iii) Short Message Services (“SMS”)
and Multimedia Messaging Services (“MMS”); (iv) a Rich Communication Services (“RCS”) platform;
(v) Big Data Insights; and (vi) a Video Games Division (inactive).
Telecommunications(i) Productstelecommunication products
and Servicesservices,
(ii) marketplace platform and digital commerce infrastructure solutions, (iii) data and analytics platform solutions, and (iv) advanced technology and platform solutions.
These offerings leverage the Company’s technological capabilities across multiple industry applications, with a focus on scalable and extensible platform architectures.
The Company offers telecommunications-related services in the PRC through its subsidiaries and VIE structure. This segment includes mobile payment and recharge services, as well as enterprise messaging services such as SMS and MMS. These services historically represent a significant portion of the Company’s revenue.
The Company conducts its operations through JiuGe Technology.
The Company’s current product mix consisting
of payment and recharge services, data plans, subscription plans, mobile phones, loyalty points redemption and other products bundles
(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 to pay his or her bill, the consumer would miss out on any benefits
or marketing discounts that e-marketers provide. Thus, consumers log on to these e-marketer’s websites, click into their respective
phone provider’s store, and “top up,” or pay, their telecommunications provider for additional mobile data and talk
time.
To connect to the respective mobile telecommunications
providers, these e-marketers must utilize a portal licensed by the applicable telecommunication company that processes the payment. We
have been granted one of these licenses by China United Network Communications Group Co., Ltd. (“China Unicom”) and
China Mobile Communications Corporation (“China Mobile”), each of which is a major telecommunications provider in China.
We principally earn revenue by providing mobile payment and recharge services to customers of China Unicom and China Mobile.
FNGR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1,000 shares, about $880) and open-market sales in 0 filings. Net open-market shares: 1,000 (purchases minus sales); net value about $880.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-10 | Shen Martin Chung-Wen |
Open-market purchase | 1,000 | $0.88 | $880 |
Well-known investors holding FNGR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 56,448 | $56.2K | — | Sold out |