UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2025

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 001-41187

FINGERMOTION, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-4600326
(State or other jurisdiction of organization)		(I.R.S. employer identification no.)

111 Somerset Road, Level 3

Singapore

238164

(Address of principal executive offices)

(Zip code)

(347) 349-5339

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		FNGR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

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

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

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 60,908,429 shares of common stock outstanding as of October 7, 2025.

FINGERMOTION, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3

ITEM 1 – FINANCIAL STATEMENTS	3
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
Three Months Ended August 31, 2025 Compared to Three Months Ended August 31, 2024	41
Six Months Ended August 31, 2025 Compared to Six Months Ended August 31, 2024	45
Liquidity and Capital Resources	49
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50
ITEM 4 – CONTROLS AND PROCEDURES	50
Evaluation of Disclosure Controls and Procedures	50
Changes in internal control over financial reporting	52

PART II – OTHER INFORMATION	53

ITEM 1 – LEGAL PROCEEDINGS	53
ITEM 1A – RISK FACTORS	53
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	72
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	72
ITEM 4 – MINE SAFETY DISCLOSURES	72
ITEM 5 – OTHER INFORMATION	72
ITEM 6 – EXHIBITS	73

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended August 31, 2025

(Unaudited - Expressed in U.S. Dollars)

FingerMotion, Inc.

Condensed Consolidated Balance Sheets


	August 31,			February 28,
	2025			2025
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	221,836		$	1,128,135
Accounts receivable, net		37,778,762			32,659,437
Inventories		123,546			136,020
Prepayment and deposit		5,384,673			7,016,803
Other receivables		1,550,653			1,096,965
Total Current Assets		45,059,470			42,037,360
Non-current Assets
Equipment		12,356			23,260
Intangible assets		2,587			9,758
Right-of-use asset		73,869			126,581
Deferred tax asset		6,751,780			6,623,492
Total Non-Current Assets		6,840,592			6,783,091

TOTAL ASSETS	$	51,900,062		$	48,820,451

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	28,399,705		$	24,560,361
Accrual and other payables		7,954,481			9,323,641
Loan payable, current portion		382,623			1,133,745
Lease liability, current portion		70,551			116,808
Total Current Liabilities		36,807,360			35,134,555
Non-current Liabilities
Lease liability, non-current portion		—			9,986
Deferred tax liabilities		17,315			16,954
Total Non-Current Liabilities		17,315			26,940

TOTAL LIABILITIES	$	36,824,675		$	35,161,495

STOCKHOLDERS’ EQUITY
Preferred stock, par value $.0001 per share; Authorized 1,000,000 shares; issued and outstanding -0- shares.		—			—

Common Stock, par value $.0001 per share; Authorized 200,000,000 shares; issued and outstanding 59,408,429 shares and 57,141,186 issued and outstanding at August 31, 2025 and February 28, 2025 respectively		5,941			5,714

Additional paid-in capital		51,717,567			47,304,416

Additional paid-in capital - stock options		1,767,980			1,473,996

Accumulated deficit		(37,736,950	)		(34,187,384	)

Accumulated other comprehensive income		(661,922	)		(943,276	)

Stockholders’ equity before non-controlling interests		15,092,616			13,653,466

Non-controlling interests		(17,229	)		5,490

TOTAL STOCKHOLDERS’ EQUITY		15,075,387			13,658,956

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	51,900,062		$	48,820,451

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FingerMotion, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three Months Ended						Six Months Ended
	August 31,			August 31,			August 31,			August 31,
	2025			2024			2025			2024
Revenue	$	8,647,511		$	8,458,763		$	17,106,254		$	16,832,746
Cost of revenue		(8,608,771	)		(8,157,735	)		(16,914,993	)		(15,849,829	)

Gross profit		38,740			301,028			191,261			982,917

Amortization & depreciation		(7,766	)		(11,740	)		(18,319	)		(23,754	)
General & administrative expenses		(1,387,466	)		(1,548,036	)		(2,897,892	)		(3,429,813	)
Marketing cost		(18,836	)		(71,582	)		(30,942	)		(134,106	)
Research & development		(77,540	)		(180,273	)		(250,192	)		(359,266	)
Credit impairment loss		71,198			—			(236,769	)		—
Stock compensation expenses		(107,750	)		(180,563	)		(235,497	)		(403,233	)

Total operating expenses		(1,528,160	)		(1,992,194	)		(3,669,611	)		(4,350,172	)

Net loss from operations		(1,489,420	)		(1,691,166	)		(3,478,350	)		(3,367,255	)

Other income (expense):
Interest income		4,573			12,228			9,710			32,241
Interest expense		(40,248	)		(28,578	)		(92,129	)		(28,578	)
Exchange gain (loss)		(14,470	)		12,150			(10,709	)		12,393
Other income		(9,959	)		4,815			(807	)		4,816
Total other income (expense)		(60,104	)		615			(93,935	)		20,872

Net loss before income tax	$	(1,549,524	)	$	(1,690,551	)	$	(3,572,285	)	$	(3,346,383	)
Income tax expenses		—			—			—			—
Net loss	$	(1,549,524	)	$	(1,690,551	)	$	(3,572,285	)	$	(3,346,383	)

Less: Net profit (loss) attributable to the non-controlling interest		(8,514	)		(2,322	)		(22,719	)		(2,250	)

Net loss attributable to the Company’s stockholders	$	(1,541,010	)	$	(1,688,229	)	$	(3,549,566	)	$	(3,344,133	)

Other comprehensive income:
Foreign currency translation adjustments		129,045			240,216			281,354			175,217
Comprehensive loss	$	(1,411,965	)	$	(1,448,013	)	$	(3,268,212	)	$	(3,168,916	)
Less: Comprehensive loss attributable to non-controlling interest		—			183			542			(883	)
Comprehensive loss attributable to the Company	$	(1,411,965	)	$	(1,448,196	)	$	(3,268,754	)	$	(3,168,033	)

NET PROFIT (LOSS) PER SHARE
Loss Per Share - Basic	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.06	)
Loss Per Share - Diluted	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.06	)

NET PROFIT (LOSS) PER SHARE ATTRIBUTABLE TO THE COMPANY
Loss Per Share - Basic	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.06	)
Loss Per Share - Diluted	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.06	)

Weighted Average Common Shares Outstanding - Basic		59,408,429			52,712,850			58,349,151			52,686,451
Weighted Average Common Shares Outstanding - Diluted		59,408,429			52,712,850			58,349,151			52,686,451

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FingerMotion, Inc.

Unaudited Condensed Consolidated Statement of Stockholders’ Equity


												Accumulated
					Capital Paid		Additional					Other
	Common Stock				in Excess		Paid-in capital		Accumulated			Comprehensive			Stockholders’			Non-controlling
	Shares		Amount		of Par Value		stock options		Deficit			Income			equity			interest			Total
Balance at March 1, 2025		57,141,186		5,714		47,304,416		1,473,996		(34,187,384	)		(943,276	)		13,653,466			5,490			13,658,956

Common stock issued for cash		1,679,743		168		2,956,447		—		—			—			2,956,615			—			2,956,615
Common stock issued for professional service		27,500		3		56,760		—		—			—			56,763			—			56,763
Common stock issued for conversion of customer deposit		560,000		56		1,399,944		—		—			—			1,400,000			—			1,400,000
Accumulated other comprehensive income		—		—		—		—		—			152,309			152,309			—			152,309
Net Loss		—		—		—		—		(2,008,556	)		—			(2,008,556	)		(14,205	)		(2,022,761	)

Balance at May 31, 2025		59,408,429		5,941		51,717,567		1,473,996		(36,195,940	)		(790,967	)		16,210,597			(8,715	)		16,201,882

Additional paid-in capital – stock options		—		—		—		293,984		—			—			293,984			—			293,984
Accumulated other comprehensive income		—		—		—		—		—			129,045			129,045			—			129,045
Net Loss		—		—		—		—		(1,541,010	)		—			(1,541,010	)		(8,514	)		(1,549,524	)

Balance at August 31, 2025		59,408,429		5,941		51,717,567		1,767,980		(37,736,950	)		(661,922	)		15,092,616			(17,229	)		15,075,387

												Accumulated
					Capital Paid		Additional					Other
	Common Stock				in Excess		Paid-in capital		Accumulated			Comprehensive			Stockholders’			Non-controlling
	Shares		Amount		of Par Value		stock options		Deficit			Income			equity			interest		Total
Balance at March 1, 2024 (As restated)		52,545,350		5,254		40,292,778		1,233,619		(29,074,580	)		(767,011	)		11,690,060			2,028		11,692,088

Common stock issued for professional service		167,500		17		369,577		—		—			—			369,594			—		369,594
Accumulated other comprehensive income		—		—		—		—		—			(64,999	)		(64,999	)		—		(64,999	)
Net Loss		—		—		—		—		(1,655,904	)		—			(1,655,904	)		72		(1,655,832	)

Balance at May 31, 2024 (As restated)		52,712,850		5,271		40,662,355		1,233,619		(30,730,484	)		(832,010	)		10,338,751			2,100		10,340,851

SEC Form 10-Q filed by FingerMotion Inc.