FingerMotion, Inc.
For the period ended May 31, 2025. Filed Jul 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2025 · Filed Jul 15, 2025
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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 endedMay 31, 2025
or
| ¨ | 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:59,408,429 shares of common stock outstanding as of July 14, 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 | 29 |
| Three Months Ended May 31, 2025 Compared to Three Months Ended May 31, 2024 | 40 |
| ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 45 |
| ITEM 4 – CONTROLS AND PROCEDURES | 45 |
| Evaluation of Disclosure Controls and Procedures | 45 |
| Changes in internal control over financial reporting | 47 |
| PART II – OTHER INFORMATION | 48 |
| ITEM 1 – LEGAL PROCEEDINGS | 48 |
| ITEM 1A – RISK FACTORS | 48 |
| ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRY SECURITIES | 67 |
| ITEM 3 – DEFAULTS UPON SENIOR SECURITIES | 67 |
| ITEM 4 – MINE SAFETY DISCLOSURES | 67 |
| ITEM 5 – OTHER INFORMATION | 68 |
| ITEM 6 – EXHIBITS | 68 |
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