FingerMotion, Inc.: Form 10-Q for the period ended Aug 31, 2026

The terms the “Registrant”, “we”, “us”, “our”, “FingerMotion” and the “Company” mean FingerMotion, Inc. or as the context requires, collectively with its consolidated subsidiaries and contractually controlled companies.

Cautionary Note Regarding Forward-Looking Statements

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 six months ended August 31, 2026, and our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, including the consolidated financial statements and related notes contained therein. These factors, or any one of them, may 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, 2026, and Item 1A - Risk Factors, under Part II - Other Information of this Quarterly Report.

Introduction

This MD&A is focused on material changes in our financial condition from February 28, 2026, our most recently completed year end, to August 31, 2026, and our results of operations for the six months ended August 31, 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, 2026.

New Business Plan- Behind-the-Meter Data Centers

The Company announced an additional business plan on August 27, 2026, a strategic plan developed by new management with BlueFlare Energy Solutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”) and high-performance computing (“HPC”) infrastructure in North America.

The Company believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing operating platform (site origination, on-site natural gas power generation, modular construction, load management and field operations), rather than building those capabilities from scratch.

Since we just recently embarked on this new business strategy, it is premature to comment upon potential revenue and expenses except to comment that this business is capital intensive and we do not expect to generate revenue from this new initiative until approximately nine months after a project is in full development. As a result, this MD&A does not include any projected revenues, costs or capital requirements for this new business strategy.

To date, we have disclosed the targets and goals we have set with respect to this new business - permitting of ten 9.9 MW sites by the end of the first quarter of 2027, first energization as early as late fourth quarter 2026, data-hall turnover on the order of 18 months from permit award—depend on counterparties, regulators, equipment vendors, weather, and financing that we do not control. Failure to meet those targets would not necessarily indicate a defect in the 9.9 MW BTM concept, but it would delay revenue and could impair investor confidence and project finance.

Corporate Information

The Company is a Delaware-incorporated 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’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

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

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

The enforceability of the VIE agreements under PRC law remains uncertain, and there is no guarantee that the Company will be able to maintain effective control over the VIE. Please see “Item 1A. Risk Factors—Risks Related to VIE Agreements.”

Acquisition of Operational Control of Beijing Technology

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.

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

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

Intercorporate Relationships

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

Notes:

(1) Finger Motion Company Limited is a wholly owned subsidiary of FingerMotion, Inc.

(2) Finger Motion (CN) Global Limited is a wholly owned subsidiary of FingerMotion, Inc.

(3) Finger Motion (CN) Limited is a wholly owned subsidiary of Finger Motion (CN) Global Limited.

(4) Shanghai JiuGe Business Management Co., Ltd., sometimes referred to in this Quarterly Report as “the WFOE”, is a wholly owned subsidiary of Finger Motion (CN) Limited.

(5) Shanghai JiuGe Information Technology Co., Ltd., sometimes referred to in this Quarterly Report as “the VIE”, is a variable interest entity that is contractually controlled by Shanghai JiuGe Business Management Co., Ltd.

(6) Beijing XunLian TianXia Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

(7) Finger Motion Financial Group Limited is a wholly owned subsidiary of FingerMotion, Inc.

(8) Finger Motion Financial Company Limited is a wholly owned subsidiary of Finger Motion Financial Group Limited.

(9) Shanghai TengLian JiuJiu Information Communication Technology Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

(10) Shanghai KeShunXiang Automobile Service Co., Ltd. is a 99% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

(11) Zhejiang ChangXin Communication Equipment Co., Ltd. is a 70% owned subsidiary of Shanghai KeShunXiang Automobile Service Co., Ltd.

(12) Shanghai XiaoYi Bin Tong Technology Co., Ltd. is an 80% owned subsidiary of Shanghai JiuGe Information Technology Co., Ltd.

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

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

As of the date of this 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 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.

Overview

The Company is a mobile services, data, and technology company incorporated in Delaware, USA, with its head office located at 700 South Rosemary Avenue, Suite 204, West Palm Beach, FL 33401. As described elsewhere in this Quarterly Report, the Company has been organized as a holding company and conducts a significant part of its operations through its subsidiaries and through contractual agreements with JiuGe Technology, the 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 in its legacy business 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.

With respect to its legacy business, 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.

Additionally, the Company has added an additional business plan which it announced on August 27, 2026. the strategic plan developed by new management with BlueFlare Energy Solutions Inc. (“BlueFlare”) for behind-the-meter (“BTM”) artificial intelligence (“AI”) and high-performance computing (“HPC”) infrastructure in North America.

The Company believes its new business model provides a reasonable foundation for a viable business by leveraging BlueFlare’s existing operating platform (site origination, on-site natural gas power generation, modular construction, load management and field operations), rather than building those capabilities from scratch.

Since August 1, 2026, the new management team has accomplished the following: (i) completed financing activities of approximately $8.3 million in the aggregate; (ii) acquisition of a minority interest in Lyken; (i) binding letters of intent for 12.9 MW of data center power; (iii) announced a 99 MW acquisition plan for data-center buildout; and (iv) secured indications of interest for 52.5 MW of offtake from potential tenants for its data centers.

Lines of Business of the Company’s Legacy Telecommunications Business

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

(i) telecommunication products and services,

(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.

(i) Telecommunications Products and Services

The Company offers telecommunications-related services in the PRC through its subsidiaries and VIE structure. This line of business 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.

Mobile Payment and Recharge Services

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

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

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

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

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

Enterprise Messaging Services (SMS and MMS)

The Company provides enterprise messaging services through Beijing Technology, which it controls operationally via JiuGe Technology. Beijing Technology is licensed by the MIIT to provide SMS and MMS services in the PRC.

The Company procures messaging capacity in bulk and delivers these services to enterprise customers, including automobile manufacturers, hotel chains, airlines, and e-commerce companies. Its integrated messaging platform enables enterprise customers to manage high-volume messaging campaigns, ensuring compliance with relevant regulatory requirements for message content and distribution, and provides delivery tracking capabilities.

(ii) Marketplace Platform and Digital Commerce Infrastructure

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

The Marketplace Platform and Digital Commerce Infrastructure line of business is designed to be scalable and extensible across multiple service-based and transaction-oriented industry verticals. The Company focuses on ongoing technology development and platform enhancement, including improvements to system performance, user experience, data analytics integration, and transaction processing efficiency. These initiatives are intended to enhance user engagement, improve transaction conversion rates, and support long-term scalability.

The Company intends to generate revenue from its Marketplace Platform and Digital Commerce Infrastructure services through transaction-based fees, subscription arrangements, advertising services, and other value-added offerings. The timing and extent of revenue generation will depend on factors such as market adoption, platform scalability, competitive conditions, regulatory developments, and the Company’s ability to execute its commercialization strategy.

DaGe Platform

The DaGe Platform is a digital marketplace designed to connect automotive owners with service providers and vendors of automotive-related products and services. This platform facilitates various services, including vehicle maintenance, repair, tire replacement, and electric vehicle (EV) charging, as well as the sale of automotive accessories.

The platform includes functionality for service discovery, booking management, payment processing, and user feedback, and is intended to support mobility-related applications.

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

JiuGe Procurement Platform

The JiuGe Procurement Platform is an enterprise procurement solution operated by JiuGe Technology and is included within the Company’s Marketplace Platform and Digital Commerce Infrastructure initiatives.

The platform is designed to support JiuGe Technology’s mobile recharge business by centralizing supplier product catalogues and facilitating procurement workflows for employee benefits, customer rewards, and promotional campaign distribution. The goal is to improve procurement efficiency, supplier coordination, and internal resource allocation.

(iii) Data And Analytics Platform Solutions

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

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

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

(iv) Advanced Technology and Platform Solutions

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

C2 Platform

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

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

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

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

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

Recent Developments

During the quarter ended August 31, 2026, the resale registration statement relating to shares issuable upon conversion of the Company’s May 2026 senior secured convertible note was declared effective, following which the remaining $1.0 million of the aggregate subscription amount was released to the Company. During the quarter, the Note Investor converted an aggregate of approximately $2.1million of principal into approximately 12.2 million shares of the Company’s common stock.

On August 4, 2026, Martin J. Shen resigned as Chief Executive Officer and a director of the Company. Effective the same date, Jolie Kahn was appointed Chief Executive Officer and a director of the Company. On August 17, 2026, Chris Polimeni was appointed Chief Financial Officer of the Company, succeeding Yew Hon Lee, whose resignation as Chief Financial Officer was accepted by the Board.

Results of Operations

Three Months Ended August 31, 2026 Compared to Three Months Ended August 31, 2025

The following table sets forth our results of operations for the periods indicated:

Revenue

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

We recorded $281,076 in revenue for the three months ended August 31, 2026, a decrease of $8,366,435 or 97%, compared to the three months ended August 31, 2025. The decrease was primarily attributed to decreases in revenue of $8,386,242 and $147 from our Telecommunication Product & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were partially offset by increases in revenue of $19,730 and $224 from our Marketplace Platform & Digital Commerce Infrastructure Solutions and Advanced Technology & Platform Solutions, respectively.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This operating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During the three-month period ending August 31, 2026, revenue in this line of business decreased significantly compared to the prior year period, primarily due to lower transaction volume. The lower transaction volume was attributable to the Company’s available working capital position during the period. Management continues to monitor transaction volumes, collection cycles and working capital allocation, and intends to deploy available capital selectively based on liquidity, commercial demand and expected returns, and to balance this with capital needs of the new data center business initiative.

Revenue from our Marketplace Platform & Digital Commerce Infrastructure Solutions lone of business increased to $26,628 for the three months ended August 31, 2026, compared to $6,898 for the three months ended August 31, 2025. The DaGe platform and related marketplace initiatives remain at an early stage of commercialization, and revenue will depend on user adoption, business development activities, platform scaling, and available working capital.

Revenue from our Advanced Technology and Platform Solutions line of business have been minimal.

Revenue from our Data and Analytics Platform Solutions line of business have been minimal.

Cost of Revenue

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

We recorded $144,561 in costs of revenue for the three months ended August 31, 2026, a decrease of $8,464,210 or 98%, compared to the three months ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication Products & Services line of business during the period. As revenue from this line of business decreased, the related product and service costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.

Cost of revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased compared to the prior year period. Cost of revenue from the Advanced Technology & Platform Solutions line of business increased to $4,700 for the three months ended August 31, 2026 from $477 for the three months ended August 31, 2025.

Gross profit

Our gross profit for the three months ended August 31, 2026 was $136,515, compared to $38,740 for the three months ended August 31, 2025, representing an increase of $97,775 or 252%. Gross margin improved to approximately 49% for the three months ended August 31, 2026 from approximately 0.45% for the three months ended August 31, 2025.

The increase in gross profit and gross margin was primarily attributable to a change in revenue mix during the period. Although revenue from the Telecommunication Products & Services line of business decreased significantly compared to the prior year period, the line of business generates gross profit of $137,762, representing a gross margin of approximately 54% during the current period. In addition, the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business generated gross profit of $2,644, representing a gross margin of approximately 10%, while the Advanced Technology & Platform Solutions line of business generated gross loss of $3,891.

Management continues to evaluate revenue opportunities based on both transaction volume and margin contribution, with the objective of supporting sustainable gross profit while managing working capital requirements.

Amortization & Depreciation

We recorded amortization & depreciation of $200,514 for intangible assets and fixed assets for the three months ended August 31, 2026, an increase of $192,748 or 2482%, compared to the three months ended August 31, 2025. The increase resulted from the purchase of software IP.

General & Administrative Expenses

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

We recorded $1,353,610 in general and administrative expenses for the three months ended August 31, 2026, a decrease of $33,856 or 2%, compared to the three months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent and other miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and entertainment during the period.

General and administrative expenses consist primarily of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support regulatory compliance. These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across our businesses.

Marketing Cost

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

We recorded $351 in marketing costs for the three months ended August 31, 2026, a decrease of $18,485 or 98%, compared to the three months ended August 31, 2025. The decrease was primarily due to lower promotional and business development costs recognized during the period.

Research & Development

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

We recorded $55,028 in research & development for the three months ended August 31, 2026, a decrease of $22,512 or 29% compared to the three months ended August 31, 2025. The decrease was primarily due to lower personnel-related costs and reduced development activity during the period. Research and development activities were focused on ongoing platform maintenance and selected project-based development work, with expenditures managed in line with available working capital and project requirements.

Credit Impairment Loss

The following table sets forth the Company’s credit impairment loss for the periods indicated:

We recorded $3,980,797 in credit impairment loss for three months ended August 31, 2026, compared to$71,198 for the three months ended August 31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s assessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of recoveries.

Share Compensation Expenses

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

We incurred fees of $75,647 in share issuance for consultants in consideration of services and stock option compensation expense for the three months ended August 31, 2026 as compared to $107,750 for the three months ended August 31, 2025. The decrease of $32,103 or 30% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part of our broader financial strategy to optimize equity issuances. However, we will continue to employ equity compensation for consultants selectively, aligning with our strategic and financial objectives.

Operating Expenses

We recorded $5,665,947 in operating expenses for the three months ended August 31, 2026, as compared to $1,528,160 in operating expenses for the three months ended August 31, 2025. The increase of $4,137,787 or 271%, for the three months ended August 31, 2026 is as set forth above.

Net Loss attributable to the Company’s shareholders

The net loss attributable to the Company’s shareholders was $4,932,239 for the three months ended August 31, 2026 and $1,541,010 for the three months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,391,229 or 220% resulted primarily from the credit impairment loss and other items as discussed above.

Six Months Ended August 31, 2026 Compared to Six Months Ended August 31, 2025

The following table sets forth our results of operations for the periods indicated:

Revenue

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

We recorded $931,165 in revenue for the six months ended August 31, 2026, a decrease of $16,175,089 or 95%, compared to the six months ended August 31, 2025. The decrease was primarily attributed to decreases in revenue of $16,194,824 and $27,457 from our Telecommunication Product & Services line of business and Data & Analytics Platform Solutions line of business, respectively. These decreases were partially offset by increases in revenue of $20,731 and $26,461 from our Marketplace Platform & Digital Commerce Infrastructure Solutions and Advanced Technology & Platform Solutions, respectively.

We principally earn revenue by providing mobile payment and recharge services to customers of telecommunications companies in China. This operating model requires working capital to support transaction volumes with telecommunications operators and platform partners. During the six-month period ending August 31, 2026, revenue in this line of business decreased significantly compared to the prior year period, primarily due to lower transaction volume. The lower transaction volume was attributable to the Company’s available working capital position during the period. Management continues to monitor transaction volumes, collection cycles and working capital allocation, and intends to deploy available capital selectively based on liquidity, commercial demand and expected returns.

Revenue from our Marketplace Platform & Digital Commerce Infrastructure Solutions line of business increased to $38,567 for the six months ended August 31, 2026 compared to $17,836 for the six months ended August 31, 2025. The DaGe platform and related marketplace initiatives remain at an early stage of commercialization, and revenue will depend on user adoption, business development activities, platform scaling, and available working capital.

Revenue from our Advanced Technology and Platform Solutions line of business increased to $136,287 for the six months ended August 31, 2026, compared to $109,826 for the six months ended August 31, 2025. Revenue in this line of business was primarily project-based and related to delivery and deployment activities under the Company’s command and communication platform initiatives, including the delivery of two vehicles to a local emergency bureau in Zhejiang Province during the period as compared to 1 vehicle delivery and 2 accessories for the six months ended August 31, 2025. Revenue from this line of business may vary from period to period depending on customer procurement schedules, delivery timing and project implementation progress.

No revenue was generated from our Data and Analytics Platform Solutions line of business during the six months ended August 31, 2026, compared to $27,457 for the prior year period. Activity in this line of business remains limited and is currently conducted on a project basis.

Cost of Revenue

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

We recorded $586,172 in costs of revenue for the six months ended August 31, 2026, a decrease of $16,328,821 or 97%, compared to the six months ended August 31, 2025. The decrease was primarily attributable to the significant reduction in transaction volume in the Telecommunication Products & Services line of business during the period. As revenue from this line of business decreased, the related product and service costs, including costs associated with mobile recharge, subscription plans and mobile phone sales, decreased correspondingly.

Cost of revenue from the Marketplace Platform & Digital Commerce Infrastructure Solutions line of business also decreased compared to the prior year period, reflecting the limited scale of activity during the quarter. Cost of revenue from the Advanced Technology & Platform Solutions line of business decreased to $78,080 for the six months ended August 31, 2026 from $89,557 for the six months ended August 31, 2025, while revenue from this line of business increased, reflecting project-specific margins during the period.

Gross profit

Our gross profit for the six months ended August 31, 2026 was $334,993, compared to $191,261 for the six months ended August 31, 2025, representing an increase of $153,732 or 80%. Gross margin improved to approximately 37% for the six months ended August 31, 2026 from approximately 1% for the six months ended August 31, 2025.

The increase in gross profit and gross margin was primarily attributable to a change in revenue mix during the period. Although revenue from the Telecommunication Products & Services line of business decreased significantly compared to the prior year period, the line of business generates gross profit of $282,471, representing a gross margin of approximately 37% during the current period. In addition, the Advanced Technology & Platform Solutions line of business generated gross profit of $4,315, representing a gross margin of approximately 11%, while the Marketplace Platform & Digital commerce Infrastructure Solutions line of business generated gross profit of $58,207, representing a gross margin of approximately 43%.

Management continues to evaluate revenue opportunities based on both transaction volume and margin contribution, with the objective of supporting sustainable gross profit while managing working capital requirements.

Amortization & Depreciation

We recorded depreciation of $398,106 for fixed assets for the six months ended August 31, 2026, an increase of $379,787 or 2073%, compared to the six months ended August 31, 2025. The increase resulted from the purchase of software IP.

General & Administrative Expenses

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

We recorded $2,590,156 in general and administrative expenses for the six months ended August 31, 2026, a decrease of $307,736 or 11%, compared to the six months ended August 31, 2025. The decrease was primarily due to lower salaries & wages, traveling, accounting, rent and other miscellaneous expenses compared to the prior year. These decreases were partially offset by higher consulting and technical fee during the period.

General and administrative expenses consist primarily of personnel-related costs, professional and accounting services, and general office and operational expenses necessary to support regulatory compliance. These expenses include ongoing costs associated with corporate governance, audit and regulatory filings, consulting and advisory services, as well as operational support across our businesses.

Marketing Cost

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

We recorded $48,380 in marketing costs for the six months ended August 31, 2026, an increase of $17,438 or 56%, compared to the six months ended August 31, 2025. The increase was primarily due to higher promotional and business development costs recognized during the period.

Research & Development

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

We recorded $111,308 in research & development for the six months ended August 31, 2026, a decrease of $138,884 or 56% compared to the six months ended August 31, 2025. The decrease was primarily due to lower personnel-related costs and reduced development activity during the period. Research and development activities were focused on ongoing platform maintenance and selected project-based development work, with expenditures managed in line with available working capital and project requirements.

Credit Impairment Loss

The following table sets forth the Company’s credit impairment loss for the periods indicated:

We recorded $4,503,743 in credit impairment loss for six months ended August 31, 2026, compared to $236,769 for the six months ended August 31, 2025. The increase was primarily attributable to a higher allowance for expected credit losses on trade receivables, based on management’s assessment of the aging of outstanding balances, collection experience, current business conditions and expected timing of collections.

Share Compensation Expenses

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

We incurred fees of $156,813 in share issuance for consultants in consideration of services and stock option compensation expense for the six months ended August 31, 2026 as compared to $235,497 for the six months ended August 31, 2025. The decrease of $78,684 or 33% was due to the reduced engagement of consultants to the Company that were compensated with shares of our common stock, which highlights our effort to minimize equity issuances as part of our broader financial strategy to optimize equity issuances. However, we will continue to employ equity compensation for consultants selectively, aligning with our strategic and financial objectives.

Operating Expenses

We recorded $7,808,506 in operating expenses for the six months ended August 31, 2026, as compared to $3,669,611 in operating expenses for the six months ended August 31, 2025. The increase of $4,138,895 or 113%, for the six months ended August 31, 2026 is as set forth above.

Net Loss attributable to the Company’s shareholders

The net loss attributable to the Company’s shareholders was $6,932,566 for the six months ended August 31, 2026 and $3,549,566 for the six months ended August 31, 2025. The increase in net loss attributable to the Company’s shareholders of $3,383,000 or 95% resulted primarily from the credit impairment loss as discussed above.

Liquidity and Capital Resources

The following table sets out our cash and working capital as of August 31, 2026 and February 28, 2026:

At August 31, 2026, we had cash and cash equivalents of $2,135,825, as compared to cash and cash equivalents of $68,596 at February 28, 2026.

The increase in cash was primarily attributable to proceeds received from the issuance of the senior secured convertible notes in May and August 2026. The May 2026 financing provided aggregate subscription proceeds of $4.3 million, of which $3.3 million was received at the initial closing and the remaining $1.0 million was subsequently released to the Company. The August 2026 financing provided aggregate subscription proceeds of $4.3 million, of which $1.3 million was available to the Company as of August 31, 2026, with the remaining $3.0 million subject to restrictions. These financing proceeds were partially offset by cash used in operating activities during the period.

Working capital decreased to $1,827,367 at August 31, 2026 from $6,093,153 at February 28, 2026. The decrease was primarily attributable to the Company’s operating activities during the period and the recognition of the current obligations associated with the convertible note financings.

Our business model, particularly in mobile payment, requires periodic fund deposits with telecommunication operators and platform partners to support transaction volumes. During the six months ended August 31, 2026, the Company’s available working capital affected the level of transaction activity that it was able to support. Management continues to monitor cash flows, collection cycles, payment terms and working capital allocation.

The Company’s ability to support its operations and execute its business strategy will depend on a combination of operational cash flows, effective working capital management, and access to additional financing. There can be no assurance that additional financing will be available on acceptable terms, or at all.

Statement of Cashflows

The following table provides a summary of cash flows for the periods presented:

Cash Flow used in Operating Activities

Net cash used in operating activities was $3,490,279 for the six months ended August 31, 2026 compared to $3,086,249 the six months ended August 31, 2025. The increase in net cash used in operating activities was primarily attributable to changes in operating assets and liabilities, including accounts receivable, prepayments and deposits, accounts payable and other accrued liabilities.

Cash Flow used in Investing Activities

During the six months ended August 31, 2026, net cash used in investing activities was $39,505, compared to $1,826 for the six months ended August 31, 2025. This is due to the renovation works for the newly leased company premise.

Cash Flow provided by Financing Activities

During the six months ended August 31, 2026, net cash provided by financing activities was $5,600,000 compared to $2,205,493 for the six months ended August 31, 2025. The increase was primarily attributable to proceeds received from the Company’s May 2026 and August 2026 senior secured convertible note financings. In May 2026, the Company issued a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000, of which $3,300,000 was received at the initial closing and the remaining $1,000,000 was subsequently released to the Company.

In August 2026, the Company issued an additional senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The financing provided aggregate subscription proceeds of $4,300,000, of which $1,300,000 was available to the Company as of August 31, 2026, with the remaining $3,000,000 subject to restrictions. See Note 16 to the unaudited condensed consolidated financial statements for further information regarding these financings.

Legacy Business Capital Allocation Strategy

Our capital allocation strategy focuses on:

1. Supporting Core Business Operations – Maintaining adequate working capital to support the telecommunications products and services business at sustainable transaction volumes while optimizing capital efficiency.

2. Selective Platform Investments – Allocating capital to platform-based initiatives (C2 Platform, DaGe Platform, JiuGe Procurement Platform, Sapientus solutions) based on commercial traction, market opportunity, and potential return on investment.

3. Strategic Acquisitions – Pursuing selective acquisition opportunities that provide complementary technology capabilities, expand market access, enhance operational scale, or accelerate platform development.

4. Regional Expansion – Investing in market entry and business development activities in Southeast Asian markets, such as Indonesia and Thailand, for the C2 Platform and Sapientus solutions.

Off-Balance Sheet Arrangements

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

Subsequent Events

Subsequent to August 31, 2026, holders of the Company’s pre-funded warrants exercised warrants to purchase 6,708,611 shares of common stock. Following the exercise, no pre-funded warrants to purchase remained outstanding.

Subsequent to August 31, 2026, the Company fully repaid the SGD500,000 and SGD150,000 loans previously advanced by Dr. Liew Yow Ming, together with all accrued interest thereon. Following these repayments, a separate loan from Dr. Liew Yow Ming with a principal amount of US$100,000 remained outstanding.

On September 23, 2026, the Company entered into a share purchase agreement to acquire 100% of the outstanding shares of Newbit Technology Inc. for a total cash purchase price of $2,300,000. Newbit Technology Inc. holds the Brooks Campus #1 site located in the County of Newell, Alberta, Canada. The closing of the acquisition is subject to customary closing conditions and is expected to occur on or before October 29, 2026.

On September 28, 2026, the Company filed a registration statement on Form S-3 with the SEC to register up to $50,000,000 of securities for potential future offerings. The registration statement had not been declared effective by the SEC as of the date of filing.

On September 30, 2026, the Company entered into a binding agreement to acquire approximately 20.2 acres of land located in Hanna, Alberta, Canada, for the development of the Company’s Hanna Campus #1. The transaction is subject to a due diligence period and customary closing conditions.

On October 6, 2026, the Company held a Special Meeting of Stockholders. At the Special Meeting, the Company’s stockholders approved the issuance of shares of common stock pursuant to the May 2026 and August 2026 senior secured convertible notes in excess of the applicable Nasdaq exchange cap. The Company’s stockholders also approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 500,000,000 shares.

Other than the above, we have determined that we do not have any material subsequent events to report.

Critical Accounting Policies

For a complete summary of all our significant accounting policies refer to Note 2 - Summary of Principal Accounting Policies of the Notes to the Consolidated Financial Statements as presented under Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for our fiscal year ended February 28, 2026, filed with the SEC on May 29, 2026.

For our Critical Accounting Policies, please refer to the “Critical Accounting Policies” section under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for our fiscal year ended February 28, 2026 filed with the SEC on May 29, 2026.

Recently Issued Accounting Pronouncements

The Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows

As a smaller reporting company as defined in Rule 12b-2 under the Exchange Act, the Company is not required to provide the information required by this item.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation of our disclosure controls and procedures as of August 31 2026, our Chief Executive Officer and Chief Financial Officer concluded that due to the existence of material weaknesses in our internal controls over financial reporting, as discussed in more detail below, our disclosure controls and procedures were not effective as of August 31, 2026. Management has continued to monitor the implementation of the remediation plan described below.

Management’s quarterly report on internal control over financial reporting

Management of FingerMotion, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting (“ICFR”) is designed under the supervision of our Chief Executive Officer, acting in the capacity of principal executive officer, and our Chief Financial Officer, acting in the capacity of principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, or GAAP. The Company’s ICFR includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2026 in accordance with the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, Management concluded that certain aspects of the Company’s internal control over financial reporting as of August 31, 2026, were not effective.

A material weakness, as defined in standards established pursuant to the Sarbanes-Oxley Act, is a deficiency or combination of deficiencies in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement or our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of our internal control over financial reporting was due to the following material weakness, which also existed as of February 29, 2026:

• We have limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions due to limited personnel. As a result, segregation of all conflicting duties may not always be possible and may not be economically feasible. Furthermore, we cannot provide reasonable assurance that receipts and expenditures are being made only in accordance with management and director authorization. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management’s Plan to Remediate the Material Weaknesses:

Management has taken significant steps towards remediation of these material weaknesses since 2023, including implementing measures designed to address the control deficiencies. While progress has been made in designing and implementing these controls, testing and validating their effectiveness has yet to commence. The remediation actions include:

• Management has documented a complete set of controls incorporating segregation of duties, separate individuals performing and reviewing controls, and proper authorization and segregation of duties around payments and expenditures since 2023. While significant progress has been made in implementing most of these controls, the process is not yet complete. Management continues to work towards completing the implementation and anticipates further progress during the year.
• Management has implemented corporate governance policies and charters that will further align the Company’s governance procedures with the requirements noted in the Sarbanes-Oxley Act, including a Codes of Business Conduct and Ethics, which reflects the overall corporate principles, policies and values that provides overall guidance for our control procedures.

Notwithstanding the assessment that our ICFR was not effective as of August 31, 2026 and that there is a material weaknesses as identified herein, we believe that our consolidated financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the period covered thereby in all material respects. We are committed to continuing to improve our internal control processes and we are undertaking measures to remediate the material weaknesses we have identified and generally strengthen our internal control over financial reporting. We will also continue to further review, optimize, and enhance our financial reporting controls and procedures. These material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in internal control over financial reporting

Except for the remediation procedures being implemented by the Company as described above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended August 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In addition to the information contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, and this Quarterly Report on Form 10-Q, we have identified the following material risks and uncertainties which reflect our outlook and conditions known to us as of the date of this Quarterly Report. These material risks and uncertainties should be carefully reviewed by our stockholders and any potential investors in evaluating the Company, our business and the market value of our common stock. Furthermore, any one of these material risks and uncertainties has the potential to cause actual results, performance, achievements or events to be materially different from any future results, performance, achievements or events implied, suggested or expressed by any forward-looking statements made by us or by persons acting on our behalf. 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, 2026.

There is no assurance that we will be successful in preventing the material adverse effects that any one or more of the following material risks and uncertainties may cause on our business, prospects, financial condition and operating results, which may result in a significant decrease in the market price of our common stock. Furthermore, there is no assurance that these material risks and uncertainties represent a complete list of the material risks and uncertainties facing us. There may be additional risks and uncertainties of a material nature that, as of the date of this Quarterly Report, we are unaware of or that we consider immaterial that may become material in the future, any one or more of which may result in a material adverse effect on us. You could lose all or a significant portion of your investment due to any one of these material risks and uncertainties.

Risks Related to Our Alberta Data Center and Powered-Land Business

We have limited operating history in data centers, generation, or powered land, and the Alberta program may never generate material revenue.

Our historical business is mobile payments and related services in China. The Alberta program—owning project companies that hold land, permits, on-site generation, and modular data halls, and contracting capacity to AI/HPC customers—is a new line of business. As of the date of this report, we have not energized a commercial 9.9 MW site, have not recognized operating revenue from this business, and have not executed binding long-term offtake for the ten-site program. Failure to complete permitting, gas supply, construction, or customer contracts on acceptable terms would leave us with holding costs and impairment risk and could cause the strategy to fail.

Our model depends on completing and operating many small, separately permitted 9.9 MW sites rather than a single large campus.

Each site is intended to stay below the 10 MW individual power-plant threshold under Alberta Utilities Commission Rule 007 and to operate behind the meter under an Industrial System Designation (or equivalent self-supply structure). That structure is designed to avoid transmission interconnection queues and large-load regulation that applies to facilities of 75 MW or more. It also means we must repeat land control, gas interconnection at the parcel, municipal and AUC permitting, construction, commissioning, and operations across ten sites and four campus zones. Delay or denial at one site does not automatically stop the others, but it also means we do not obtain the single-campus scale, shared electrical infrastructure, or customer “campus” branding of a hyperscale facility. If the 9.9 MW envelope is later interpreted more restrictively, or if aggregation of nearby sites is treated as a single large facility, we could lose the permitting path on which the program is built.

We may be unable to obtain or maintain the permits and designations our sites require.

Each site is expected to require, among other things, municipal development approval, Alberta Environment and Protected Areas authorizations, AUC Rule 007 power-plant approval for a facility under 10 MW, and an Industrial System Designation or other lawful self-supply arrangement. Timelines we have disclosed (including a target of fully permitted sites within a defined period after release to work, and program-wide permitting by the end of the first quarter of 2027) are targets, not approvals. Conditions, appeals, information requests, changes in Rule 007 practice, or denial of an Industrial System Designation could delay energization, increase cost, or make a site uneconomic. Because generation and load are intended to remain on site, we do not face Alberta Electric System Operator large-load interconnection allocation in the same way as grid-connected hyperscale projects; we remain exposed to changes in provincial self-supply, emissions, methane, and industrial-system rules.

We depend on BlueFlare (and a small number of Alberta vendors) for development, construction, and field operations.

Development, construction, and site operations are expected to be performed by BlueFlare Group Holdings Inc. or its affiliates, which is not expected to take title to project assets. We do not have a large internal Alberta construction or plant-operations organization. If BlueFlare is unable or unwilling to perform, if the commercial arrangements are not documented on the terms we expect, or if we cannot replace that capability at comparable cost and speed, sites will be delayed or stranded. Concentration of technical know-how in one development partner is a material risk for a distributed 9.9 MW fleet.

Natural gas supply, local delivery, and fuel price are core operating risks, even though we do not depend on the Alberta power grid.

Sites are planned next to producing or recently producing gas infrastructure so that fuel can be delivered at or near the parcel boundary and electricity generated and consumed on site. That design is intended to avoid grid interconnection, transmission tariffs, and the AESO large-load queue. It substitutes gas-market and midstream risk: wellhead or plant outages, gathering or lateral constraints, commodity-price spikes, producer insolvency, take-or-pay imbalance, quality specifications, and winter deliverability. A 9.9 MW site has a smaller absolute fuel requirement than a hyperscale campus, but it has little on-site fuel diversity. Interruption at a single adjacent facility can take a whole site offline. We may not have fully executed, long-tenor, fixed-price gas contracts for the program.

Equipment lead times and cost inflation apply to modular generation and halls, not only to large turbines.

Global tightness in gas generation equipment is most acute for large frame turbines used by hyperscalers. Our sites are expected to use multiple smaller generating units, modular data halls, switchgear, cooling skids, and battery or bridging equipment. Those categories also face lengthening lead times, price increases, and commissioning risk. A missed genset or hall delivery can idle an entire 9.9 MW site. We may be required to place deposits long before offtake and project financing are closed.

Modular construction reduces some civil-works risk and creates others.

Halls and generation are intended to be factory-built or skid-mounted and assembled on prepared pads. That can shorten field construction relative to a poured hyperscale hall, but it introduces factory-slot risk, transport of oversized modules on Alberta roads (seasonal weight restrictions, weather, permitting), interface risk among vendors, and warranty complexity. Site work in Brooks, Coronation, Fox Creek, and Vulcan still requires foundations, gas and electrical interconnects, fiber laterals, security, and winter-capable access. Modular does not eliminate construction delay.

We may be unable to contract capacity on take-or-pay or other terms that support construction capital.

Our stated approach is to contract capacity before committing construction capital to a site. Customers are expected to provide their own GPUs, servers, network gear, and software; we provide powered land, generation to the rack, cooling, white space, security, and operations. That splits capex but also means utilization, density, and thermal design depend on customer equipment we do not control. Enterprise and mid-market AI/HPC buyers may demand shorter terms, higher SLAs, or more redundancy than a single 9.9 MW islanded plant can offer. If offtake lags permitting, we will hold permitted land at carrying cost. If we build ahead of contracts, we take merchant or Bitcoin-flex utilization risk.

Each 9.9 MW site has a smaller addressable customer set than a hyperscale campus.

A site of this size is generally better suited to inference, enterprise HPC, or partitioned colocation than to frontier model training that seeks hundreds of megawatts in one hall. Customers that require massive contiguous clusters, diverse utility feeds, or multi-building campuses may not use our product. Conversely, if inference demand is weaker or more price-sensitive than expected, we may not fill ten sites. Campus grouping (several separately permitted 9.9 MW sites under one field organization) is intended to offer expansion without a single 75 MW+ regulated facility; customers may still view the product as fragmented.

Alberta climate and operating conditions differ from the heat- and water-constrained markets often described in data-center risk factors; they create a different set of physical risks.

Our sites are in Alberta. Mean summer temperatures and humidity are lower than in many U.S. Sun Belt data-center markets, which reduces—but does not eliminate—the need for high-capacity evaporative or adiabatic cooling and the associated water withdrawals that characterize large campuses in arid regions. We do not currently expect water scarcity or extreme heat derates to be the primary physical constraint on these 9.9 MW plants. Material physical risks instead include extreme cold, freeze-off of gas supply or cooling circuits, snow and ice limiting access and maintenance, chinook-driven temperature swings, wildfire smoke affecting air-cooled equipment and filters, and spring road bans that delay module delivery. Cooling design, winterization, and spare-parts logistics must be specified for that climate. A design copied from a hot climate hyperscale campus would be mismatched.

Political and permitting opposition of the kind seen against some large U.S. or coastal hyperscale campuses is not the principal near-term risk we identify in rural Alberta, but it is not zero.

Alberta policy has been explicitly oriented toward attracting data-center investment on a “bring your own power” basis, and our sites are sized and sited as small industrial plants next to existing gas activity rather than as multi-hundred-megawatt campuses on the edge of major cities. We therefore do not treat organized political shutdown or water-rights campaigns as the base-case permitting risk. Residual risks remain: municipal land-use conditions, Indigenous consultation and treaty-related process, federal impact-assessment or methane/carbon rules, changes in government, and local nuisance, noise, or flaring concerns. Any of those can add time and cost. A change in Alberta’s self-supply or data-centre regulation could be more consequential than activism.

Fiber, latency, and remote-site operations may limit the product.

Rural or semi-rural Alberta parcels that are attractive for gas may be less attractive for carrier diversity and low-latency paths to U.S. or Toronto/Vancouver interconnects. Identified fiber routes can fail to materialize on schedule or at the capacity customers require. A 9.9 MW islanded plant still needs reliable transport; without it, the hall is stranded generation.

Project-level ownership and financing may not close on acceptable terms.

Each site is expected to sit in a dedicated Alberta project company that we own, with BlueFlare providing services and taking no title. Construction capital is expected to attach at the project level against contracted cash flows. We are a small-cap issuer with limited parent liquidity relative to a ten-site, 99 MW program. If lenders require more sponsor equity, completion guarantees, or offtake quality than we can provide, sites will stall after permitting. Cross-default or parent support, if given, could transmit project risk to the listed company.

Regulatory, tax, and cross-border structure risk.

Project companies, land, and operations will be in Canada; the parent is a Delaware corporation with a historical China operating footprint. We will be exposed to Canadian federal and Alberta tax, withholding, transfer-pricing, GST, carbon-pricing or output-based allocation rules, and any future border or investment-review measures. Currency mismatch (CAD costs and, potentially, USD customer contracts) can move project IRRs. Our China businesses continue to require management attention and capital and remain subject to PRC regulatory risk; that distraction or a need to fund China operations could slow Alberta execution.

Insurance, environmental, and operational incidents at a small unmanned or lightly staffed site can take the entire plant offline.

A 9.9 MW islanded site has less internal redundancy than a multi-hall hyperscale campus with multiple substations. Generator failure, fire in a modular hall, gas leak, or control-system fault can interrupt all critical IT load at that site. Insurance for generation-plus-compute in rural Alberta may be costly or limited. Environmental liability for spills, emissions, or noise sits with the project company and, depending on structuring, could reach the parent.

Competition and technology change.

Other developers are pursuing Alberta BTM and grid-tethered capacity. Hyperscalers that obtain scarce AESO allocations or build large tethered plants may set price and SLA expectations we cannot match at 9.9 MW. Modular hall and cooling standards will change with rack density. If customer GPU thermal design outruns our permitted envelope or cooling plant, we may need new permits or stranded halls.

Bitcoin or other flexible load, if used to firm a site before AI offtake, introduces commodity and policy risk.

Some early concepts contemplated co-located Bitcoin mining as a load-following sink. Bitcoin hash price, equipment cost, and any future Alberta or federal treatment of digital-asset loads could make that buffer uneconomic, leaving generation without a customer.

Forward-looking timelines we have announced are subject to substantial uncertainty.

Disclosed targets—permitting of ten 9.9 MW sites by the end of the first quarter of 2027, first energization as early as late fourth quarter 2026, data-hall turnover on the order of 18 months from permit award—depend on counterparties, regulators, equipment vendors, weather, and financing that we do not control. Failure to meet those targets would not necessarily indicate a defect in the 9.9 MW BTM concept, but it would delay revenue and could impair investor confidence and project finance.