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FingerMotion Inc美股招股说明书(2026-07-16版)

2026-07-16 美股招股说明书 Lumière
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This prospectus supplement is being filed to update and supplement the information contained in the Prospectus with the information contained in ourQuarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 15, 2026 (the “Quarterly Report”). Accordingly, we haveattached the Quarterly Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you shouldrely on the information in this prospectus supplement. Our shares of common stock are traded on the Nasdaq Capital Market under the symbol “FNGR”. On July 15, 2026, the closing price of our shares ofcommon stock was $0.3571 per share. Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider allthe information in the Prospectus, including the risks described under the section of the Prospectus entitled “Risk Factors” beginning on page18 and in any applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passedupon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offence. The date of this prospectus supplement is July 16, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMay 31, 2026 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to _______________ Commission File Number:001-41187 FINGERMOTION, INC. (Exact name of registrant as specified in its charter) (347) 349-5339(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during 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 filingrequirements 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 pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. AcceleratedfilerSmallerreportingcompanyEmerging growth company If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 61,310,361 shares of commonstock outstanding as of July 10, 2026. FINGERMOTION, INC.FORM 10-Q TABLE OF CONTENTS PART 1 – FINANCIAL INFORMATION3ITEM 1 – FINANCIAL STATEMENTS3ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS32Three Months Ended May 31, 2026 Compared to Three Months Ended May 31, 202540ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK46ITEM 4 – CONTROLS AND PROCEDURES46Evaluation of Disclosure Controls and Procedures46Changes in internal control over financial reporting47PART II – OTHER INFORMATION48ITEM 1 – LEGAL PROCEEDINGS48ITEM 1A – RISK FACTORS48ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUIRYSECURITIES68ITEM 3 – DEFAULTS UPON SENIOR SECURITIES68ITEM 4 – MINE SAFETY DISCLOSURES68ITEM 5 – OTHER INFORMATION68ITEM 6 – EXHIBITS692 FINGERMOTION, INC. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three months ended May 31, 2026 (Unaudited - Expressed in U.S. Dollars) FINGERMOTION, INC.Three months ended May 31, 2026 and 2025Notes to the Unaudited Condensed Consolidated