Form 8-K
8-K — FingerMotion, Inc.
Accession: 0001520138-26-000200
Filed: 2026-06-02
Period: 2026-06-02
CIK: 0001602409
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
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8-K — fngr-06022026_8k.htm (Primary)
EX-99 (fngr-06022026_8kex99z1.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
June 2, 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 of 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 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 ¨
If 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. ¨
SECTION 7 – REGULATION
FD
Item 7.01 Regulation FD Disclosure
On June 2, 2026, FingerMotion, Inc. (the “Company”
or “FingerMotion”) issued a news release to announce a strategic evolution of its corporate direction designed to position
the Company for long-term growth through diversification, international expansion, and emerging technology initiatives.
Management has outlined a long-term strategic direction
to evolve toward a more diversified corporate growth platform, with implementation activities intended to be progressively phased in over
future fiscal periods.
As market conditions and capital allocation priorities
evolve, the Company continues to view its telecommunications, platform, and technology businesses as foundational and expects to strengthen
these areas through initiatives aimed at improving efficiency, streamlining operations, and enhancing operating performance.
As part of its broader strategy, FingerMotion is evaluating
a range of potential future growth opportunities, including possible participation in artificial intelligence and high-performance computing
(AI-HPC) related sectors. Any such initiatives would be considered alongside other strategic opportunities that management believes may
support long-term shareholder value creation. As of the date of this announcement, the Company has not entered into any definitive agreements
related to such initiatives.
The Company also intends to continue evaluating opportunities
that align with its objective of generating diversified revenue streams, including pursuing opportunities designed to derive increasing
portions of future revenue from markets outside Asia. The Company believes expanding its geographic reach may create additional opportunities
to diversify operational exposure, broaden strategic partnerships, and access emerging technology markets globally.
“We are excited about the evolution of FingerMotion’s
long-term strategy and the opportunities we believe it can create for our shareholders,” said Martin Shen, Chief Executive Officer
of FingerMotion. “Importantly, we remain fully committed to our current operating businesses and will continue working to grow and
strengthen those operations to the best of our ability. At the same time, we believe it is prudent to evaluate additional opportunities
that may complement our existing business portfolio and support long-term shareholder value. This may include selective participation
in emerging sectors such as AI and high-performance computing infrastructure where we believe long-term demand trends could create attractive
opportunities. We also believe expanding beyond our traditional regional focus may provide new avenues for growth and diversification
over time.”
The Company emphasized that these strategic initiatives
remain subject to ongoing evaluation, market conditions, financing availability, and regulatory considerations. There can be no assurance
that any contemplated transactions, or expansion initiatives will be completed.
A copy of the news release is attached as Exhibit
99.1 hereto.
The information contained
in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Description
99.1
News Release dated June 2, 2026
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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: June 2, 2026
By: /s/ Martin J. Shen
Martin J. Shen
CEO and Director
EX-99
EX-99
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FINGERMOTION ANNOUNCES STRATEGIC
EVOLUTION TOWARD DIVERSIFIED GROWTH FRAMEWORK
New strategic direction focused on business
diversification, geographic expansion, and evaluation of growth opportunities in emerging technology sectors
SINGAPORE / Newsfile Corp. / June 2, 2026
— FingerMotion, Inc. (NASDAQ: FNGR) (“FingerMotion” or the “Company”), a mobile services,
data and technology company, today announced a strategic evolution of its corporate direction designed to position the Company for long-term
growth through diversification, international expansion, and emerging technology initiatives.
Management has outlined a long-term strategic
direction to evolve toward a more diversified corporate growth platform, with implementation activities intended to be progressively phased
in over future fiscal periods.
As market conditions and capital allocation priorities
evolve, the Company continues to view its telecommunications, platform, and technology businesses as foundational and expects to strengthen
these areas through initiatives aimed at improving efficiency, streamlining operations, and enhancing operating performance.
As part of its broader strategy, FingerMotion
is evaluating a range of potential future growth opportunities, including possible participation in artificial intelligence and high-performance
computing (AI-HPC) related sectors. Any such initiatives would be considered alongside other strategic opportunities that management believes
may support long-term shareholder value creation. As of the date of this announcement, the Company has not entered into any definitive
agreements related to such initiatives.
The Company also intends to continue evaluating
opportunities that align with its objective of generating diversified revenue streams, including pursuing opportunities designed to derive
increasing portions of future revenue from markets outside Asia. The Company believes expanding its geographic reach may create additional
opportunities to diversify operational exposure, broaden strategic partnerships, and access emerging technology markets globally.
“We are excited about the evolution of FingerMotion’s
long-term strategy and the opportunities we believe it can create for our shareholders,” said Martin Shen, Chief Executive Officer
of FingerMotion. “Importantly, we remain fully committed to our current operating businesses and will continue working to grow and
strengthen those operations to the best of our ability. At the same time, we believe it is prudent to evaluate additional opportunities
that may complement our existing business portfolio and support long-term shareholder value. This may include selective participation
in emerging sectors such as AI and high-performance computing infrastructure where
we believe long-term demand trends could create
attractive opportunities. We also believe expanding beyond our traditional regional focus may provide new avenues for growth and diversification
over time.”
The Company emphasized that these strategic initiatives
remain subject to ongoing evaluation, market conditions, financing availability, and regulatory considerations. There can be no assurance
that any contemplated transactions, or expansion initiatives will be completed.
About FingerMotion, Inc.
FingerMotion is an evolving technology company
with a core competency in mobile payment and recharge platform solutions in China. As the user base of its primary business continues
to grow, the Company is developing additional value-added technologies to market to its users. The vision of the Company is to rapidly
grow the user base through organic means and have this growth develop into an ecosystem of users with high engagement rates utilizing
its innovative applications. Developing a highly engaged ecosystem of users would strategically position the Company to onboard larger
customer bases. FingerMotion eventually hopes to serve over 1 billion users in the China market and eventually expand the model to other
regional markets.
For more information on FingerMotion, visit: https://fingermotion.com/
Company Contact:
FingerMotion, Inc.
For further information e-mail: info@fingermotion.com
Phone: 718-269-3366
Safe Harbor Statement
Except for the statements of historical
fact contained herein, the information presented in this news release constitutes "forward-looking statements" as such term
is used in applicable United States securities laws. These statements relate to analysis and other information that are based on forecasts
or future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance
(often, but not always, using words or phrases such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating
that certain actions, events or results "may", "could", "would", "might" or "will"
be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements".
We have based these forward-looking statements on our current expectations about future events or performance. While we believe these
expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond
our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various
reasons. Factors that could contribute to such differences include, but are not limited to: international, national and local general
economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability
of the Company to manage its VIE contracts; the ability of the Company to maintain its relationships and licenses in China; adverse publicity;
competition and changes in the Chinese telecommunications market; fluctuations and difficulty in forecasting operating results; business
disruptions, such as technological failures and/or cybersecurity breaches; and the other factors discussed in the Company's periodic
reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov).
There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially
from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained
in this news release and in any document referred to in this news release. The forward-looking statements included in this release are
made only as of the date hereof. For forward-looking statements in this news release, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to
update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news release
shall not constitute an offer to sell or the solicitation of any offer to buy our securities.
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