Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001493152-26-040492

Filed: 2026-08-28

Period: 2026-08-27

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

August

27, 2026

Date

of Report (Date of earliest event reported)

FINGERMOTION,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

111

Somerset Road, Level 3

Singapore

238164

(Address

of principal executive offices)

(Zip

Code)

(347)

349-5339

Registrant’s

telephone number, including area code

Not

applicable.

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol (s)

Name

of each exchange on which registered

Common

Stock

FNGR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events

August 27, 2026, FingerMotion, Inc. (the “Company”) issued a press release containing a description of its updated business

plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

99.1

Press Release dated August 27, 2026

104

Cover

Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

- 2 -

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

FINGERMOTION,

INC.

Date:

August 28, 2026

By:

/s/

Jolie Kahn

Jolie

Kahn

CEO

and Director

- 3 -

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

FingerMotion

Sets Out New Management’s Strategic Plan with BlueFlare Energy Solutions for AI Focused Modular Data Center Expansion

FingerMotion

believes that its BlueFlare alliance positions the Company to become a successful owner-operator of rapidly deployable, behind-the-meter

data center capacity serving enterprise compute customers in Canada and the United States

New

management’s first executed step towards this new business model was its August 17th acquisition of 9.9% of Lyken.AI.

West

Palm Beach, FL — August 27, 2026 (GLOBE NEWSWIRE) - FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”)

today is providing investors with 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 the strongest prospect of success 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. The Company also plans to continue its existing mobile payment, recharge and data-analytics

operations in China while this infrastructure business is built.

June 9, 2026, FingerMotion announced that it had entered into a memorandum of understanding with BlueFlare regarding its BTM AI compute

infrastructure across Western Canada. Under that contemplated framework, BlueFlare would act as FingerMotion’s primary development

partner across Alberta, British Columbia and Saskatchewan for the origination, design, engineering, construction and ongoing support

of HPC inference sites integrated with co-located bitcoin mining on a behind-the-meter basis.

“Access

to power has become one of the principal constraints on the development of new data center capacity. Our strategy is designed around

that reality. By locating modular compute infrastructure behind the meter, where power is generated at or near the site, we believe we

can exert greater control over energy availability, deployment schedules and operating economics.”

—

Jolie Kahn, Chief Executive Officer, FingerMotion

First

step under new management: the Lyken.AI investment

August 4, 2026, the Company announced the appointment of a new chief executive officer. The new management team has since set the Company’s

direction as an owner and operator of enterprise AI compute capacity in North America, alongside the existing mobile data and telecommunications

business.

The

first executed step of that plan closed on August 17, 2026 when FingerMotion completed the acquisition of a 9.9% equity interest in Lyken

AI Computing Inc., operating as Lyken.AI, from Alset AI Ventures Inc. Consideration was 1,674,480 restricted common shares of FingerMotion.

No cash was paid at closing. Alset AI retains a 90.1% controlling interest in Lyken. The Company has disclosed that it may increase its

position in the future, subject to the conditions in the definitive agreements.

Lyken

provides outsourced cloud-compute capacity and an integrated enterprise offering across compute, storage, networking and deployment support

— the customer-facing layer that sits between retail colocation and the hyperscalers. This is the same underserved mid-market buyer

this plan is written to serve. The investment is therefore not an adjacent financial stake. It is the first step in the execution of

the plan: a position in a platform that already originates enterprise inference demand, while BlueFlare originates the behind-the-meter

sites and power that can serve that demand.

an August 25, 2026 press release, the Company noted that Lyken had entered a non-binding memorandum of understanding dated August 24,

2026 with Swarmnet Solutions Pte. Ltd. covering an indicative framework for a 128-node NVIDIA B300 cluster and related token-optimization

services. That MOU is Lyken’s, not FingerMotion’s; it remains non-binding and subject to funding and definitive agreements.

It is cited here only because it is already public and because it is consistent with the pipeline the Company referenced when the Lyken

investment closed.

The

vision

FingerMotion

has begun its transformation to strive to become a well positioned owner-operator of behind-the-meter powered, rapidly deployable data

center capacity serving enterprise compute customers throughout North America — beginning in Canada and extending into the United

States.

The

customer the Company intends to serve is not the hyperscaler booking hundreds of megawatts for 2030. It is the enterprise buyer that

needs tens of megawatts, wants the workload to remain in a specific country with a traceable chain of custody, and needs capacity in

the near future rather than at the end of a multi-year interconnection queue. Banks, insurers, health systems, governments and industrial

firms building their own models are prime potential customers because larger hyperscaler data centers require massive commitments that

most of FingerMotions potential customers just cannot use.

The

first sites the Company is evaluating under the BlueFlare framework are modular and intentionally measured in the low- to mid-single-digit

megawatts. This model is designed to stack: a 1–2 MW first increment, then 10 MW, then 20 MW, as offtake proves out and project

capital attaches to each increment. Fixed-scale larger campus hyperscaler projects cannot serve that type of demand, whereas the modular

BTM off-grid capacity we are planning to build should be easily able to do so.

The

Company sees the Lyken and BlueFlare partnerships as complimentary parts of the same plan. Lyken is the path to contracted enterprise

workloads and managed services, whereas BlueFlare is the foundation to power that does not wait on a grid waiting list. New management’s

plan is to put these two capabilities together, rather than to build either one from a standing start.

“Many

enterprises do not require hundreds of megawatts of capacity. They may need an initial deployment that can be brought online quickly,

located in a specific jurisdiction and expanded as their workloads develop. Our objective is to match infrastructure deployment more

closely with contracted customer demand.”

—

Jolie Kahn, Chief Executive Officer, FingerMotion

Why

this market exists now

Demand

for compute is not the scarce variable. Power that can be delivered on a customer’s schedule is.

Canada, four provinces reached that conclusion independently in a single year. Alberta received requests to connect roughly 19,565 megawatts

of new data center load, allowed 1,200 megawatts, and under the Data Centre Regulation in force since June 2026 now directs its system

operator to prioritize projects that pair demand with dedicated new generation1. British Columbia replaced its data-center

interconnection queue with a competitive auction, capped and oversubscribed2. Ontario has restricted large-load connections

pending unresolved rules. Saskatchewan allocated surplus to Bell’s Regina AI facility — and Bell still built on-site gas

generation with a dedicated SaskEnergy pipeline. When the best-positioned grid customer in the province generates its own power, that

is a verdict on the grid, not a hedge.

The

United States took the opposite approach — queues left open — and arrived at the same wall. ERCOT’s large-load queue

is on the order of 238 gigawatts, the majority data centers, with a request-to-operating conversion in the low single digits.3

PJM wait times run far past federal interconnection targets, and a large share of queued projects in key data-center markets may never

energize.4

Canada

rationed by rule. The United States rationed by queue. In both cases a connection request and actual electricity are different things.

Any plan that depends on drawing power from a North American grid now depends on a process the operator does not control and, in several

jurisdictions, cannot enter.

The

plan: behind-the-meter, gas-fired, modular, project-financed

Behind-the-meter

infrastructure generates electricity at or near the facility rather than depending primarily on electricity delivered through the public

transmission grid. FingerMotion believes this model may provide several potential advantages, including:

● greater

control over the timing and availability of power

● reduced

dependence on congested utility interconnection queues

● the

ability to deploy standardized infrastructure in modular increments

● closer

alignment between capital investment and contracted customer demand

● reduced

exposure to broader grid-capacity and ratepayer constraints

● no

impact on local consumer electricity prices; and

● Canadian

operations, with their far north latitudes, should require less cooling that those in hotter

climates, and thus less water consumption

Behind

the meter. Electricity is generated on site for the facility and does not pass through the public grid or a utility meter. That removes

the queue, the auction and, in Alberta, places the project on the path the regulation now prefers. It also removes the political risk

of competing with households for ratepayer supply.

Natural

gas. The fuel is dispatchable. Western Canada has abundant, inexpensive supply, including gas that would otherwise be wasted in a

process called flaring. An inference or training customer cannot accept curtailment. Intermittent generation without firming does not

serve this load. The Company may also evaluate complementary generation and emissions-reduction technologies where commercially and operationally

appropriate.

19,565 MW of new data-centre load on the AESO large-load connection list (as of July 30, 2026). Alberta filed the Data Centre Regulation

on 9 June 2026. It requires AESO to prioritize “tethered” / bring-your-own-generation projects that pair demand with dedicated

new, expanded, or underutilized generation.

Industrial Electricity Allocation Framework - Province of British Columbia

ERCOT interconnection queue — Tracker

Carbon Direct releases new analysis of power grid interconnection queues in PJM and ERCOT | Carbon Direct

Modular.

When the constraint is time-to-energization, a design that ships in quarters and scales in increments beats a cheaper-per-megawatt

campus that arrives in 2031. Modularity also matches how enterprise demand actually appears: 10 MW, then 20, then 40, each increment

needed quickly.

Project-level

capital. This infrastructure is not funded from the corporate balance sheet, and the Company does not intend to try. Capital is raised

against individual assets, secured by those assets and by contracted revenue from the customers they serve, so that a defined increment

of capacity with an offtake is a financeable object and a speculative campus is not a company-level problem. The availability, terms

and timing of any project financing will depend on site readiness, customer commitments, credit conditions and lender interest. Specific

financings will be disclosed in filings when and as required.

Why

BlueFlare makes the plan executable

vision is not a plan unless someone can originate land and gas, permit the site, generate the power, install the compute, balance the

load and keep the facility running. FingerMotion selected BlueFlare against three criteria disclosed on June 4: demonstrated operating

experience with natural gas-powered generation in Western Canada; the stated capability to deploy modular HPC infrastructure on accelerated

timelines; and a proprietary approach to intelligent load management. The collaboration is built around BlueFlare’s “From

Wellhead to Workload” platform and its proprietary BALA™ (BlueFlare Adaptive Load Architecture™)

load-following technology. The plan depends on those capabilities remaining inside the partnership rather than being assembled from scratch.

Site

origination on gas, not on the queue. BlueFlare originates, qualifies and structures land, gas and interconnection rights for BTM

sites in the three-province territory. Sites under evaluation include existing gas-powered locations that can be redesigned as inference

facilities, rather than greenfield requests sitting in a utility queue.

Full

project lifecycle. The contemplated framework covers development management, design and engineering, EPC or EPCM construction, commissioning,

and ongoing operations and maintenance — energy, gas conditioning and HPC white space. FingerMotion is not required to stand up

a Western Canadian construction and operations organization before the first kilowatt is sold.

BALA

load management. BlueFlare’s load-following platform routes available power in real time between AI inference and co-located

bitcoin mining. Inference is the primary value driver. Mining keeps generated power productive when inference does not call on full capacity

and supports continuity of gas offtake. That is how a small first site stays economically alive while the enterprise sales cycle runs.

Time-to-energization

architecture. On-site generation, battery storage and BlueFlare’s wireless connectivity approach are intended to take grid

interconnection and fiber build-out off the critical path — the two delays that define conventional data-center schedules.

From

Wellhead to Workload. BlueFlare’s stated platform is the conversion of Western Canadian gas, including otherwise-flared volumes,

into productive compute. That is the same conversion the regulation in Alberta now rewards. Alignment between partner capability and

provincial policy is not incidental to the plan. It is the plan’s operating environment.

“Our

collaboration with BlueFlare gives FingerMotion a development platform through which to pursue this strategy in Western Canada. BlueFlare

brings relevant experience in natural gas-powered generation, modular compute deployment and intelligent load management. We believe

that combination strengthens our ability to evaluate and advance suitable opportunities while maintaining a disciplined approach to capital

deployment.”

—

Jolie Kahn, Chief Executive Officer, FingerMotion

Comfort

that the plan can be achieved does not come from a forecast. It comes from two already-announced facts. On the demand side, new management

has closed a 9.9% interest in Lyken, a platform already pursuing enterprise inference customers. On the supply side, the scarce physical

skills — BTM gas generation, modular site delivery and adaptive load control in this geography — already exist inside BlueFlare.

How

investors can measure progress

The

four categories below are a way for investors to measure our progress. They occur roughly in this order, and investors should weigh later

categories more heavily than earlier ones. We plan to focus on setting up sites with power, while also securing customers.

Milestone

What

“done” looks like

Where

the public record stands today

Site control

Land

rights and a viable permitting path to build

Not

yet announced. Several sites are in various stages of advanced discussion. No signed Commercial Term Sheet.

Power

Generation,

fuel supply or interconnection that actually delivers electricity

Not

yet announced. Sites under consideration have, or are being structured around, on-site generation; redevelopment would add generation

and storage. Not a grid-queue project.

Customers

Signed

enterprise offtake for capacity

FingerMotion offtake announced. The 9.9% Lyken stake closed August 17 as the demand-side first step. The Lyken/Swarmnet MOU (August

24) is non-binding and is Lyken’s, not the Company’s.

Capital

Project

financing closed against the asset and the contract

Not

yet announced. Structure intended to be asset-level, not corporate-balance-sheet.

“We

recognize that shareholders should be able to evaluate this strategy based on tangible progress. We intend to communicate meaningful

milestones as they occur. Our focus will be on establishing the elements required to turn an infrastructure concept into an operating,

customer-supported asset.”

—

Chris Polimeni, Chief Financial Officer, FingerMotion

Existing

operations to continue

FingerMotion

intends to build its infrastructure business alongside its existing mobile payment, recharge and data-analytics operations in China.

Those operations will continue to be managed as the Company develops the personnel, partnerships, technical capabilities and financing

structures required for the North American infrastructure strategy. Management will continue to evaluate the allocation of resources

between the two businesses with the objective of enhancing long-term value for all shareholders.

Key

risks and potential challenges

Gas

exposure. The model depends on natural gas remaining cheap and available where the Company builds. A sustained increase in input

cost would compress the economics.

Construction

and permitting. “Rapidly deployable” is a design characteristic, not a guarantee. Permitting, equipment lead times, gas-supply

studies and local opposition move timelines.

The

market is still forming. The enterprise compute buyer is real and early. Sales cycles are long. A small number of contracts will

represent a large share of early revenue.

Capital

availability. Project financing depends on credit conditions and lender appetite for this asset class. Neither is within the Company’s

control.

Execution

and partner dependence. This is a different business from the one FingerMotion has operated historically. The plan leverages BlueFlare

so that those capabilities do not have to be built internally first. That concentration is also a risk: delay, disagreement, or a failure

to reach definitive agreements on the MOU or any site would slow or stop the plan.

Policy.

The regulatory environment that created this opportunity can change. Closed grids can reopen; open ones can close.

signed project contracts yet. Until a Commercial Term Sheet and definitive agreements exist, the first site — and every site

after it — remains a discussion, not an asset.

What

this announcement is not

This

release does not announce a new site, a new capacity figure, a new FingerMotion offtake, or a financing. It does not convert any of the

BlueFlare discussions into a Commercial Term Sheet, and it does not convert the August 24 Lyken-Swarmnet MOU into a Company contract.

The Lyken investment closed on August 17; everything else cited above remains as previously disclosed. Investors should rely on the Company’s

SEC filings and contemporaneous press releases for transactions and should not infer that an undiscussed asset or contract exists.

What

this release does provide is management’s vision and the strategy developed with its strategic partner, BlueFlare; the reason that

strategy exists; the capabilities the Company is relying on to execute it; and the four milestones by which investors can judge whether

it is working.

closing

FingerMotion

is positioning itself to solve the power generation challenges of data centers, by creating electricity from gas that is already being

flared (as a primary although not exclusive source of power) and thus wasted while also delivering capacity to the market in modular

increments, while planning to finance each project individually, which should minimize dilution to shareholders.

With

BlueFlare as its partner in power, site location, design, engineering, and construction and Lyken as our first executed step on the demand

side, we plan to become a major niche player in this rapidly growing new industry.

About

FingerMotion, Inc.

FingerMotion,

Inc. (Nasdaq: FNGR) is a technology company serving a growing base of users across the mobile payment, recharge and data-analytics markets

in the People’s Republic of China. The Company continues to develop new tools and services for those users, with the long-term

objective of expanding that base organically into a large and highly engaged community. The Company is extending that strategy into the

enterprise AI and cloud compute market through its equity position in Lyken AI Computing Inc. and through its contemplated collaboration

with BlueFlare. Under the terms of the Lyken transaction, the Company may increase that position over time, subject to the conditions

set out in the definitive agreements.

For

more information, visit www.fingermotion.com.

About

BlueFlare Energy Solutions Inc.

BlueFlare

Energy Solutions Inc. is an Alberta-incorporated integrated developer, engineer and constructor of behind-the-meter energy and compute

infrastructure in Western Canada, operating under its “From Wellhead to Workload” platform and its proprietary BALA™

(BlueFlare Adaptive Load Architecture™) load-following technology. BlueFlare originates, designs, constructs and supports

digital-load infrastructure that co-locates high-performance compute inference capacity with legacy and continuing bitcoin mining loads

used as a load-balancing and gas-continuity mechanism. BlueFlare is part of the BlueFlare Group Holdings Inc. corporate group.

Company

Contact

FingerMotion,

Inc.

Investor

Relations | ir@fingermotion.com | www.fingermotion.com

Forward-Looking

Statements

Except

for statements of historical fact, the information in this communication constitutes “forward-looking statements” within

the meaning of applicable U.S. securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s

intention to become an owner and operator of behind-the-meter data center capacity; planned expansion in Canada and the United States;

the Lyken investment and any increase in that position; the collaboration with BlueFlare; expected market conditions for power and compute;

the anticipated benefits of behind-the-meter power, natural gas generation and modular deployment; project-level financing; development

timelines; customer demand; partner capabilities; continuation of existing operations; and future disclosures. Forward-looking statements

are based on current expectations and are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual

results may differ materially. Factors that could cause differences include, without limitation: the Company’s limited experience

developing and operating power-generating and data center infrastructure; the ability to negotiate and execute the contemplated MOU,

Commercial Term Sheets and definitive agreements; dependence on BlueFlare, Lyken and other third parties; availability and cost of natural

gas and generation equipment; permitting, construction and operational delays; the ability to obtain project-level capital on acceptable

terms; customer contracting and concentration; changes in energy, data-center and securities regulation in Canada and the United States;

commodity-price movements; technological obsolescence; competition; execution risk associated with entering a new line of business; and

the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov.

Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this communication. The Company

assumes no obligation to update or supplement forward-looking statements except as required by law. This communication shall not constitute

an offer to sell or the solicitation of an offer to buy any securities.

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-Name Exchange Act

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-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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