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 November 30, 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: 61,281,308 shares of common stock outstanding as of January 12, 2026.

FINGERMOTION, INC.

FORM 10-Q

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION	3

ITEM 1 – FINANCIAL STATEMENTS	3
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
Three Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024	45
Nine Months Ended November 30, 2025 Compared to Nine Months Ended November 30, 2024	49
Liquidity and Capital Resources	53
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	55
ITEM 4 – CONTROLS AND PROCEDURES	55
Evaluation of Disclosure Controls and Procedures	55
Changes in internal control over financial reporting	56

PART II – OTHER INFORMATION	57

ITEM 1 – LEGAL PROCEEDINGS	57
ITEM 1A – RISK FACTORS	57
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES	76
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	77
ITEM 4 – MINE SAFETY DISCLOSURES	77
ITEM 5 – OTHER INFORMATION	77
ITEM 6 – EXHIBITS	78

PART 1 – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

FINGERMOTION, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the nine months ended November 30, 2025

(Unaudited - Expressed in U.S. Dollars)

FingerMotion, Inc.

Condensed Consolidated Balance Sheets


	November 30,			February 28,
	2025			2025
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	24,214		$	1,128,135
Accounts receivable, net		44,247,007			32,659,437
Inventories		115,752			136,020
Prepayment and deposit		4,896,890			7,016,803
Other receivables		1,670,081			1,096,965
Total Current Assets		50,953,944			42,037,360
Non-current Assets
Equipment		28,938			23,260
Intangible assets		2,226,621			9,758
Right-of-use asset		46,522			126,581
Deferred tax asset		6,799,017			6,623,492
Total Non-Current Assets		9,101,098			6,783,091

TOTAL ASSETS	$	60,055,042		$	48,820,451

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	33,864,932		$	24,560,361
Accrual and other payables		9,408,128			9,323,641
Loan payable, current portion		382,623			1,133,745
Lease liability, current portion		40,864			116,808
Total Current Liabilities		43,696,547			35,134,555
Non-current Liabilities
Lease liability, non-current portion		—			9,986
Deferred tax liabilities		17,447			16,954
Total Non-Current Liabilities		17,447			26,940

TOTAL LIABILITIES	$	43,713,994		$	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 61,217,225 shares and 57,141,186 issued and outstanding at November 30, 2025 and February 28, 2025 respectively		6,123			5,714

Additional paid-in capital		54,553,014			47,304,416

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

Accumulated deficit		(39,407,147	)		(34,187,384	)

Accumulated other comprehensive income		(550,278	)		(943,276	)

Stockholders’ equity before non-controlling interests		16,369,692			13,653,466

Non-controlling interests		(28,644	)		5,490

TOTAL STOCKHOLDERS’ EQUITY		16,341,048			13,658,956

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	60,055,042		$	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						Nine Months Ended
	November 30,			November 30,			November 30,			November 30,
	2025			2024			2025			2024
Revenue	$	5,796,441		$	8,534,079		$	22,902,695		$	25,366,825
Cost of revenue		(5,533,338	)		(8,090,509	)		(22,448,331	)		(23,940,338	)

Gross profit		263,103			443,570			454,364			1,426,487

Amortization & depreciation		(134,964	)		(11,561	)		(153,283	)		(35,315	)
General & administrative expenses		(1,162,065	)		(1,579,619	)		(4,059,957	)		(4,997,452	)
Marketing cost		(31,122	)		(140,478	)		(62,064	)		(274,584	)
Research & development		(85,210	)		(146,735	)		(335,402	)		(506,001	)
Credit impairment loss		(343,173	)		—			(579,942	)		—
Stock compensation expenses		(208,333	)		(179,284	)		(443,830	)		(582,517	)

Total operating expenses		(1,964,867	)		(2,057,677	)		(5,634,478	)		(6,395,869	)

Net loss from operations		(1,701,764	)		(1,614,107	)		(5,180,114	)		(4,969,382	)

Other income (expense):
Interest income		4,448			4,270			14,158			36,511
Interest expense		(25,225	)		(67,325	)		(117,354	)		(95,903	)
Exchange gain (loss)		(570	)		(261	)		(11,279	)		12,132
Other income		41,499			14,768			40,692			19,584
Total other income (expense)		20,152			(48,548	)		(73,783	)		(27,676	)

Net loss before income tax	$	(1,681,612	)	$	(1,662,655	)	$	(5,253,897	)	$	(4,997,058	)
Income tax expenses		—			(57	)					(12,037	)
Net loss	$	(1,681,612	)	$	(1,662,712	)	$	(5,253,897	)	$	(5,009,095

SEC Form 10-Q filed by FingerMotion Inc.