FNGR on Nasdaq

FingerMotion, Inc.

FingerMotion, Inc. is an American prepackaged software services company based in Singapore.1 Its shares trade on Nasdaq under the symbol FNGR.1

Price unavailable

Last updated Oct 20, 2026.

Overview

$24.1MRevenue, fiscal 20262
-$7.0MNet income, fiscal 20262

Compare with Where Food Comes From, Inc., Intellicheck, Inc. or QUANTUM X LABS INC., or pick any stock.

  • TickerFNGR on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersWest Palm Beach, Florida1
  • Incorporated inDE3
  • Business address700 South Rosemary Avenue, Suite 204, West Palm Beach, Fl 334013
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation

Changes in demographic trends and consumer behavior affecting demand for the Company’s products and services;5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

2.9%Gross margin2
-28.8%Operating margin2
-29.2%Net margin2
-32.2%Revenue growth, 20262
-46.4%Return on equity2
-$3.9MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Telecommunication Products & Services brought in 99% of the revenue FingerMotion, Inc. broke down this way in fiscal 2026.

  1. Telecommunication Products & Services$23.9M299%down 32% from 2025
  2. Advanced Technology & Platform Solutions$141.9K21%down 25% from 2025
  3. Data & Analytics Platform Solutions$27.8K20%up 148% from 2025
  4. Marketplace Platform & Digital Commerce Infrastructure Solutions$25.0K20%down 69% from 2025
Products and services by year
Products and services20252026
Telecommunication Products & Services$35.4M$23.9M
Advanced Technology & Platform Solutions$188.6K$141.9K
Data & Analytics Platform Solutions-$58.2K$27.8K
Marketplace Platform & Digital Commerce Infrastructure Solutions$80.6K$25.0K

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue97¢$23.4M
  • Research and development2¢$411.9K
  • Other costs1¢$281.9K

Out of $24.1M in revenue.2 The company lost money this year.

Financial statements

Revenue678910112$24.1M in 2026+1538% since 2019
0$10.0M$20.0M$30.0M$40.0M2019: $1.5M$1.5M20192020: $9.1M$9.1M2020+520%2021: $16.7M$16.7M2021+83%2022: $22.9M$22.9M2022+37%2023: $34.1M$34.1M2023+49%2024: $35.8M$35.8M2024+5%2025: $35.6M$35.6M2025−1%2026: $24.1M$24.1M2026−32%
Gross profit678910112$693.8K in 2026+102% since 2019
0$1.0M$2.0M$3.0M$4.0M2019: $343.0K$343.0K20192020: $965.8K$965.8K2020+182%2021: $1.6M$1.6M2021+71%2022: $2.8M$2.8M2022+71%2023: $2.3M$2.3M2023−18%2024: $3.9M$3.9M2024+67%2025: $2.8M$2.8M2025−28%2026: $693.8K$693.8K2026−75%
Operating income678910112-$6.9M in 2026+171% since 2019
-$8.0M-$6.0M-$4.0M-$2.0M02019: -$2.6M-$2.6M20192020: -$3.1M-$3.1M2020+20%2021: -$4.2M-$4.2M2021+38%2022: -$4.9M-$4.9M2022+15%2023: -$6.7M-$6.7M2023+37%2024: -$3.8M-$3.8M2024−43%2025: -$5.9M-$5.9M2025+56%2026: -$6.9M-$6.9M2026+17%
Net income678910112-$7.0M in 2026+142% since 2019
-$8.0M-$6.0M-$4.0M-$2.0M02019: -$2.9M-$2.9M20192020: -$3.0M-$3.0M2020+3%2021: -$4.4M-$4.4M2021+46%2022: -$4.9M-$4.9M2022+13%2023: -$7.5M-$7.5M2023+53%2024: -$3.8M-$3.8M2024−49%2025: -$5.1M-$5.1M2025+34%2026: -$7.0M-$7.0M2026+38%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2026-02-282025-02-28
Revenue$24.1M$35.6M
Cost of revenue-$23.4M-$32.8M
Gross profit$693.8K$2.8M
Amortization & depreciation-$351.2K-$156.5K
General & administrative expenses-$5.0M-$6.4M
Marketing cost-$83.2K-$276.3K
Research & development-$411.9K-$632.8K
Credit impairment loss-$1.2M-$439.6K
Stock compensation expenses-$530.6K-$761.8K
Total operating expenses-$7.6M-$8.7M
Net loss from operations-$6.9M-$5.9M
Interest income$25.8K$87.1K
Interest expense-$146.2K-$164.1K
Exchange rate gain (loss)-$14.5K$15.7K
Other income$33.5K$21.8K
Total other income (expense)-$101.3K-$39.5K
Net Loss before income tax-$7.0M-$6.0M
Income tax benefit$879.1K
Net Loss-$7.0M-$5.1M
Less: Net profit (loss) attributable to the non-controlling interest-$43.6K$3.5K
Net loss attributable to the Companys stockholders-$7.0M-$5.1M
Foreign currency translation adjustments$859.2K-$176.3K
Comprehensive loss-$6.1M-$5.3M
Less: comprehensive income (loss) attributable to non-controlling interest$544-$602
Comprehensive loss attributable to the Company-$6.1M-$5.3M
Loss Per Share - Basic-$0.12-$0.09
Loss Per Share - Diluted-$0.12-$0.09
Weighted Average Common Shares Outstanding - Basic59.6M shares55.6M shares
Weighted Average Common Shares Outstanding - Diluted59.6M shares55.6M shares

Compare FingerMotion, Inc. with another company

Corporate structure

FingerMotion, Inc. sits at the top of its group. 6 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FingerMotion, Inc.

  • Ayrton Capital LLC Filed SCHEDULE 13G on FingerMotion, Inc., latest Aug 13, 2026
  • Yang Yeat Choe Filed SC 13D on FingerMotion, Inc., latest Aug 8, 2024
  • Lind Global Fund II LP Filed SC 13G/A on FingerMotion, Inc., latest Jan 18, 2024 (2 filings since Mar 21, 2023)
  • Acuitas Group Holdings, LLC Filed SC 13G on FingerMotion, Inc., latest Nov 18, 2022
  • FingerMotion, Inc. West Palm Beach, Florida
    • Finger Motion (CN) Global Limited Subsidiary · Samoa
    • Finger Motion (CN) Limited Subsidiary · Hong Kong
    • Finger Motion Company Limited Subsidiary · Hong Kong
    • Finger Motion Financial Company Limited Subsidiary · Hong Kong
    • Finger Motion Financial Group Limited Subsidiary · Samoa

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FingerMotion, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$128.3K2 Feb 28, 2026$103.9K2 Feb 28, 2025+23.5%
Accumulated depreciation$100.0K2 Feb 28, 2026$80.7K2 Feb 28, 2025+23.9%
Property and equipment, net$28.4K2 Feb 28, 2026$23.3K2 Feb 28, 2025+22.0%
Operating-lease assets (leased space)$19.2K2 Feb 28, 2026$126.6K2 Feb 28, 2025−84.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$68.6K2 Feb 28, 2026$1.1M2 Feb 28, 2025−93.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$202.0K11 Feb 28, 2025$404.7K11 Feb 29, 2024−50.1%
Accumulated amortization-$539.2K2 Feb 28, 2026-$192.2K2 Feb 28, 2025−180.5%
Finite-lived intangibles, net$2.0M2 Feb 28, 2026$9.8K2 Feb 28, 2025+20706.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$258.2K2 Feb 28, 2026$136.0K2 Feb 28, 2025+89.8%

Properties, in its own words

Our corporate headquarters is located at 111 Somerset Road, Level 3, Singapore, 238164. We do not own any real property and lease all our office space.

Item 2 of the 10-K filed May 29, 2026.5

Leadership

Who has led FingerMotion, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (7)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerLi Li named Oct 28, 2022 to May 22, 202624
  • Executive Officer, DirectorShen Martin named Oct 31, 202525
  • DirectorTuck Seng Low named Mar 10, 2025 to May 22, 202624
  • DirectorYang Yeat Choe named May 22, 202624
  • DirectorMichael Chan named Nov 9, 2021 to Apr 5, 202426

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Finger Motion (CN) Global Limited Samoa4
  • Finger Motion (CN) Limited Hong Kong4
  • Finger Motion Company Limited Hong Kong4
  • Finger Motion Financial Company Limited Hong Kong4
  • Finger Motion Financial Group Limited Samoa4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Property Management Corp of AmericaMar 14, 2014 to Jul 18, 20173

Timeline

  1. Oct 6, 20268-K Shareholder vote27
  2. Sep 29, 20268-K Entered a material agreement; Other events28
  3. Sep 11, 20268-K Other events29
  4. Sep 4, 20268-K Entered a material agreement; Ended a material agreement30
  5. Aug 31, 20268-K Entered a material agreement31
  6. Aug 28, 20268-K Other events32
  7. Aug 25, 20268-K Other events33
  8. Aug 17, 2026New chief executive Jolie Kahn becomes CEO14
  9. Aug 17, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares34
  10. Aug 10, 20268-K Executive or director change35
  11. Jul 16, 20268-K Results of operations; Regulation FD disclosure36
  12. Jul 2, 20268-K Listing notice or transfer37
  13. Jun 9, 20268-K Regulation FD disclosure38
  14. Feb 9, 2021New chief executive Martin Chung-Wen Shen becomes CEO15
  15. May 30, 2017New chief executive Hsien Loong Wong becomes CEO17
  16. Apr 19, 2017New chief executive Michael Thomas Brigante becomes CEO16

Calendar

When it reported results

  1. Jul 16, 2026Reported quarterly or annual results36
  2. May 29, 2026Reported quarterly or annual results39
  3. Jan 15, 2026Reported quarterly or annual results40
  4. Oct 15, 2025Reported quarterly or annual results41
  5. Jul 16, 2025Reported quarterly or annual results42
  6. May 30, 2025Reported quarterly or annual results43
  7. Jan 15, 2025Reported quarterly or annual results44
  8. Oct 16, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

256 filings to the SEC since October 2021: 6 annual reports, 16 quarterly reports, 108 major events, 41 insider forms, 5 large holders, 21 private raises, 59 other. The latest 20:

  1. Oct 15, 202610-Q EDGAR
  2. Oct 14, 2026EFFECT EDGAR
  3. Oct 14, 2026S-1/A EDGAR
  4. Oct 9, 2026S-1/A EDGAR
  5. Oct 6, 20268-K EDGAR
  6. Sep 29, 20268-K EDGAR
  7. Sep 28, 2026S-3 EDGAR
  8. Sep 11, 20268-K EDGAR
  9. Sep 4, 20268-K EDGAR
  10. Sep 1, 2026S-1 EDGAR
  11. Aug 31, 2026DEF 14A EDGAR
  12. Aug 31, 2026424B5 EDGAR
  13. Aug 31, 20268-K EDGAR
  14. Aug 28, 20268-K EDGAR
  15. Aug 25, 20268-K EDGAR
  16. Aug 21, 2026PRER14A EDGAR
  17. Aug 17, 20263 EDGAR
  18. Aug 17, 20263 EDGAR
  19. Aug 17, 20268-K EDGAR
  20. Aug 13, 2026SCHEDULE 13G EDGAR

The 256 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

26 open-market trades by officers, directors and large owners since October 2021: 9 buys and 17 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 10, 2026Shen Martin Chung-WenCEOBuy1,000$0.88$880Form 4
Dec 22, 2025Leong Yew PohDirectorBuy10,000$1.51$15.2KForm 4
Dec 22, 2025Lee Yew HonCFOSale6,000$1.50$9.0KForm 4
Dec 19, 2025Lee Yew HonCFOSale2,000$1.50$3.0KForm 4
Dec 5, 2025Leong Yew PohDirectorBuy10,000$1.35$13.5KForm 4
Oct 28, 2025Leong Yew PohDirectorBuy9,501$1.55$14.7KForm 4
Oct 27, 2025Leong Yew PohDirectorBuy499$1.60$798Form 4
Oct 21, 2025Leong Yew PohDirectorBuy9,997$1.35$13.5KForm 4
Oct 20, 2025Leong Yew PohDirectorBuy3$1.40$4Form 4
Sep 9, 2025Lee Yew HonCFOSale9,000$1.78$16.1KForm 4
Jul 28, 2025Lee Yew HonCFOSale2,000$2.30$4.6KForm 4
Jul 25, 2025Lee Yew HonCFOSale10,542$1.68$17.7KForm 4
Jul 24, 2025Lee Yew HonCFOSale2,000$1.52$3.0KForm 4
Jul 23, 2025Lee Yew HonCFOSale2,000$1.60$3.2KForm 4
Sep 5, 2023Leong Yew PohDirectorSale12,500$5.70$71.2KForm 4
Aug 30, 2023Leong Yew PohDirectorSale2,176$5.50$12.0KForm 4
Jul 31, 2023Leong Yew PohDirectorSale7,824$5.79$45.3KForm 4
Jul 28, 2023Leong Yew PohDirectorSale5,000$5.28$26.4KForm 4
Jul 24, 2023Leong Yew PohDirectorSale2,500$4.30$10.8KForm 4
Jul 18, 2023Leong Yew PohDirectorSale2,500$5.65$14.1KForm 4

All 26 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. May 13, 2026Raised $5 million in a private offering of debt Form D: 1 investor so far Form D
  2. Oct 21, 2025Filed a private offering of securities Form D: $7.1 million offered in all Form D
  3. Oct 17, 2025Raised $100,200 in a private offering of equity Form D: 1 investor so far Form D
  4. Mar 3, 2025Raised $41,850 in a private offering of equity Form D: $55,800 offered in all Form D
  5. Mar 29, 2024Raised $28,000 in a private offering of equity Form D: $42,000 offered in all Form D
  6. Apr 24, 2023Raised $114,800 in a private offering of equity Form D: $229,600 offered in all Form D
  7. Feb 28, 2023Raised $13,875 in a private offering of equity Form D: $680,500 offered in all Form D
  8. Feb 7, 2023Raised $30,500 in a private offering of equity Form D: 1 investor so far Form D
  9. Jan 19, 2023Raised $524,950 in a private offering of equity Form D: 7 investors so far Form D
  10. Nov 29, 2022Filed a private offering of securities Form D: $232,725 offered in all Form D
  11. Nov 21, 2022Raised $4 million in a private offering of equity Form D: 1 investor so far Form D
  12. Nov 3, 2022Raised $148,000 in a private offering of equity Form D: $2 million offered in all Form D
  13. Oct 19, 2022Raised $34,000 in a private offering of equity Form D: $51,000 offered in all Form D
  14. Aug 9, 2022Raised $4.8 million in a private offering of securities Form D: $10.9 million offered in all Form D
  15. May 16, 2022Raised $40,600 in a private offering of equity Form D: 1 investor so far Form D
  16. Apr 28, 2022Raised $134,700 in a private offering of equity Form D: $147,900 offered in all Form D
  17. Mar 23, 2022Raised $98,476 in a private offering of equity Form D: $351,752 offered in all Form D
  18. Feb 4, 2022Raised $148,750 in a private offering of equity Form D: 1 investor so far Form D
  19. Jan 7, 2022Raised $286,550 in a private offering of equity Form D: 2 investors so far Form D
  20. Oct 28, 2021Raised $10,000 in a private offering of equity Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Platform Technology Partners359,643$136.1K0.0%+100,000
UBS Group AG198,649$75.1K0.0%−27,527
Jane Street Group, LLC153,470$58.1K0.0%+123,089
Envestnet Asset Management Inc142,322$53.8K0.0%+42,507
Osaic Holdings, Inc.123,911$47.0K0.0%+283
Susquehanna International Group, Llp111,665$42.2K0.0%−3,437
Krilogy Financial LLC60,000$22.7K0.0%No change
Group One Trading LLC50,757$19.2K0.0%−64,156
Two Sigma Securities, LLC42,125$15.9K0.0%New
Westmount Partners, LLC20,000$7.6K0.0%No change
HighTower Advisors, LLC18,805$7.1K0.0%No change
Client 1st Advisory Group, LLC14,469$5.5K0.0%No change
Summit Financial Strategies, Inc.13,903$5.3K0.0%−1,099
Simplex Trading, LLC13,874$5.2K0.0%New
Oxford Financial Group, Ltd. LLC10,000$3.8K0.0%No change
Morgan Stanley9,717$3.7K0.0%No change
Jones Financial Companies Lllp8,000$3.4K0.0%No change
NFSG Corp6,850$2.6K0.0%No change
NewEdge Advisors, LLC1,000$3780.0%New
Wells Fargo & Company/mn500$1890.0%No change
SBI Securities Co., Ltd.13$50.0%−18
Royal Bank Of Canada206$00.0%−794
Hantz Financial Services, Inc.500$00.0%+489
Caitong International Asset Management Co., Ltd1$00.0%−3

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How FingerMotion, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFingerMotion, Inc.1
  • CIK0001602409
  • Employer ID (EIN)46-46003265
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsFebruary 281
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address700 South Rosemary Avenue, Suite 204, West Palm Beach, FL 334011
  • Phone56161320521
  • Shares outstanding91,871,297 as of Oct 13, 202613
  • Public float$72.8M as of Aug 29, 20255
  • AuditorCT International LLP, San Francisco, California PCAOB ID 6967; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 14, 20141
  • Filings362 in all: 8-K (140), 10-Q (38), 4 (38), D (26), 10-K (12), 144 (12), 3 (11), NT 10-Q (8)1
    All 43 form types

    CORRESP (6), DEF 14A (6), S-1/A (6), EFFECT (5), UPLOAD (5), S-1 (4), S-3 (4), 10-K/A (3), 424B5 (3), ARS (3), 424B3 (2), 8-K/A (2), NT 10-K (2), PRE 14A (2), RW (2), SC 13D (2), SC 13G (2), 10-Q/A (1), 8-A12B (1), 8-A12G (1), CERT (1), D/A (1), DEF 14C (1), DEFA14A (1), DRS (1), DRS/A (1), NT 10-K/A (1), PRE 14C (1), PRER14A (1), S-3/A (1), S-8 (1), SC 13G/A (1), SC 14F1 (1), SCHEDULE 13G (1), SPDSCL (1)

  • Latest filingsAnnual report (10-K) May 29, 2026
    Quarterly report (10-Q) Oct 15, 2026
    Proxy statement (DEF 14A) Aug 31, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueFNGRThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed May 29, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks FingerMotion, Inc. names in Item 1A of its 10-K filed May 29, 2026: 47 risks under these headings, as written.5

  • Risks Related to the Business
  • We have a limited operating history and, as a result, our past results may not be indicative of future operating performance.
  • We have a history of net losses and we may not be able to achieve or maintain profitability in the future.
  • If we fail to effectively manage our growth, our business, financial condition and results of operations could be adversely affected.
  • We depend on our key personnel and other highly skilled personnel, and if we fail to attract, retain, motivate or integrate our personnel, our business, financial condition and results of operations could be adversely affected.
  • Our concentration of earnings from two telecommunications companies may have a material adverse effect on our financial condition and results of operations.
  • Any actual or perceived security or privacy breach could interrupt our operations, harm our brand and adversely affect our reputation, brand, business, financial condition and results of operations.
  • Systems failures and resulting interruptions in the availability of our platform or offerings could adversely affect our business, financial condition and results of operations.
  • The successful operation of our business depends upon the performance and reliability of Internet, mobile, and other infrastructures that are not under our control.
  • We may be subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations.
  • We may require additional funding to support our business, and any failure to obtain such funding or to comply with the terms of any financing we obtain could materially and adversely affect our business, financial condition and results of operations.
  • Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.
The other 36 risks
  • Geopolitical Tensions Between the United States and China Could Adversely Affect Our Operations and Business Environment.
  • Risks Related to Our Securities
  • Our stock has limited liquidity.
  • We do not intend to pay cash dividends for the foreseeable future.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price and trading volume of our common stock could decline.
  • The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our Common Shares.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock, which could depress the price of our shares of common stock.
  • Our shares of common stock have been thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares of common stock to raise money or otherwise desire to liquidate your shares.
  • Risks Related to the VIE Agreements
  • The PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations.
  • Our ability to manage and operate JiuGe Technology under the VIE Agreements may not be as effective as direct ownership.
  • The VIE Agreements have never been challenged or recognized in court for the time being, the PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations.
  • The payment arrangement under the VIE Agreements may be challenged by the PRC tax authorities.
  • Shareholders of JiuGe Technology have potential conflicts of interest with our Company which may adversely affect our business.
  • We rely on the approval certificates and business license held by JiuGe Management and any deterioration of the relationship between JiuGe Management and JiuGe Technology could materially and adversely affect our business operations.
  • If JiuGe Management exercises the purchase option it holds over JiuGe Technology’s share capital pursuant to the VIE Agreements, the payment of the purchase price could materially and adversely affect our financial position.
  • Risks Related to Doing Business in China
  • Changes in China’s political or economic situation could harm us and our operating results.
  • Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.
  • The current tensions in international trade and rising political tensions, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.
  • You may have difficulty enforcing judgments against us.
  • The PRC government exerts substantial influence over the manner in which we must conduct our business activities.
  • The PRC government may exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
  • Future inflation in China may inhibit our ability to conduct business in China.
  • Capital outflow policies in the PRC may hamper our ability to remit income to the United States.
  • Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.
  • Compliance with China’s new Data Security Law, Measures on Cybersecurity Review (revised draft for public consultation), Personal Information Protection Law (second draft for consultation), regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.
  • Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.
  • Fluctuations in exchange rates could adversely affect our business and the value of our securities.
  • Restrictions under PRC law on our PRC subsidiary’s ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to our shareholders, and otherwise fund and conduct our businesses.
  • PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.
  • Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary or affiliate, limit our PRC subsidiary’s and affiliate’s ability to distribute profits to us or otherwise materially adversely affect us.
  • We may be subject to fines and legal sanctions by the SAFE or other PRC government authorities if we or our employees who are PRC citizens fail to comply with PRC regulations relating to employee stock options granted by offshore listed companies to PRC citizens.
  • Under the New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.
  • We may be exposed to liabilities under the Foreign Corrupt Practices Act (the “FCPA”) and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.
  • Because our business is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which we are required to do in order to comply with U.S. securities laws.
  • The disclosures in our reports and other filings with the SEC and our other public announcements are not subject to the scrutiny of any regulatory bodies in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in the PRC, where part of our operations and business are located, has conducted any due diligence on our operations or reviewed or cleared any of our disclosure.
  • Certain PRC regulations, including those relating to mergers and acquisitions and national security, may require a complicated review and approval process which could make it more difficult for us to pursue growth through acquisitions in China.

Legal proceedings

In the ordinary course of business, we may from time to time become subject to legal proceedings and claims arising in connection with ongoing business activities. The results of litigation and claims cannot be predicted with certainty, and unfavorable resolutions are possible and could materially affect our results of operations, financial condition or cash flows. In addition, regardless of the outcome, litigation could have an adverse impact on us as a result of legal fees, the diversion of management’s time and attention and other factors.

There are no matters as of February 28, 2026 that in the opinion of management might have a material adverse effect on our results of operations, financial condition or cash flows, or that are required to be disclosed under the rules of the SEC.

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
    SEC EDGAROther events
  30. 30
  31. 31
  32. 32
    SEC EDGAROther events
  33. 33
    SEC EDGAROther events
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49