FingerMotion Inc 2024年度报告

2024 Annual Report EXPLANATORY NOTE FingerMotion, Inc. (the “Company”) is hereby furnishing a copy of select portions of itsAnnual Report on Form 10-K for the fiscal year ended February 29, 2024 (the “2024 Form10-K”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”)on May 29, 2024, in satisfaction of the requirement to provide its shareholders with an“annual report to security holders” pursuant to Rule 14a-3(b) under the SecuritiesExchange Act of 1934, as amended.You are encouraged to review such informationtogether with any subsequent information that the Company has filed with the SEC afterthe filing of the 2024 Form 10-K, including, but not limited to, the Company’s DefinitiveProxy Statement for the 2025 annual meeting of stockholders enclosed herewith. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One)☒Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended:February 29, 2024 ☐Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to _______. Commission file number: 001-41187 FINGERMOTION, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) 111 Somerset RoadLevel 3, Singapore 238164(Address of principal executive offices) Registrant’s telephone number, including area code(347) 349-5339 Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None.(Title of class) Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction or an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recover analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter($5.11 on August 31, 2023) was approximately $209,481,650. The registrant had 52,712,850 common shares outstanding as of May 23, 2024. TABLE OF CONTENTS PART IPageItem 1Business1Item 1ARisk Factors19Item 1BUnresolved Staff Comments37Item 1CCybersecurity37Item 2Properties39Item 3Legal Proceedings39Item 4Mine Safety Disclosures39 Item 10Directors, Executive Officers and Corporate Governance55Item 11Executive Compensation63Item 12Security Ownership of Certain Beneficial Owners and Management and Related St