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FingerMotion Enters into Term-Sheet for Potential Acquisition of Voice and Messaging Service Provider

Rhea-AI Impact
(High)
Rhea-AI Sentiment
(Neutral)

FingerMotion (NASDAQ: FNGR) announced it has entered into a non-binding term sheet with a voice and messaging telecom service provider for a potential acquisition on December 15, 2025. The term sheet permits mutual due diligence and negotiation of a definitive acquisition agreement.

No binding agreement has been executed; the transaction remains subject to due diligence, negotiation of final documents, customary closing conditions, and Board approval. Management says the move aligns with its strategy to expand telecom, mobility, messaging, and data-driven enterprise solutions and to evaluate opportunities to enhance shareholder and customer value.

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Positive

  • Entered non-binding term sheet to explore an acquisition
  • Strategic aim to expand telecom and messaging capabilities
  • Company emphasizes potential to enhance shareholder and customer value

Negative

  • Term sheet is non-binding; no definitive agreement executed
  • Transaction contingent on due diligence, closing conditions, Board approval
  • No financial terms or timeline disclosed for the potential acquisition

News Market Reaction

-5.10%
2 alerts
-5.10% News Effect
-$5M Valuation Impact
$96M Market Cap
0.1x Rel. Volume

On the day this news was published, FNGR declined 5.10%, reflecting a notable negative market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $5M from the company's valuation, bringing the market cap to $96M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Reality Check

Price: $1.27 Vol: Volume 511,997 is 2.45x t...
high vol
$1.27 Last Close
Volume Volume 511,997 is 2.45x the 20-day average of 208,753, indicating elevated interest ahead of the news. high
Technical Shares traded below the 200-day MA of 1.83, with a pre-news price of 1.57.

Peers on Argus

Pre-news, FNGR was up 0.64% with elevated volume, while key peer KVHI showed str...
1 Up

Pre-news, FNGR was up 0.64% with elevated volume, while key peer KVHI showed stronger upside momentum of about 7.81% and other telecom peers had mixed, mostly modest moves. This points to stock-specific factors rather than a broad sector move.

Historical Context

5 past events · Latest: Dec 01 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Dec 01 Platform launch Positive -1.5% Launch of JiuGe Procurement Platform to expand enterprise services.
Nov 18 Strategic roadmap Positive +18.9% Roadmap for regional expansion and strategic collaborations and acquisitions.
Nov 17 Warrant dividend plan Negative -2.3% Preliminary approval of dividend warrants and planned Form S-3 filing.
Oct 23 AI expansion Positive +9.0% AI and big data business development push in Southeast Asia.
Oct 15 Earnings update Negative -6.9% Q2 2026 results with low gross profit and ongoing net losses.
Pattern Detected

Recent strategic and product announcements have often seen positive price alignment, while one product launch drew a mild negative divergence.

Recent Company History

Over the last few months, FingerMotion has focused on expanding platforms and regional reach. On Oct 15, Q2 fiscal 2026 results showed modest revenue growth but continued losses, prompting a -6.94% move. Subsequent AI and big data initiatives in Southeast Asia on Oct 23 and a strategic roadmap on Nov 18 aligned with gains of 9.03% and 18.9%. Platform expansion and a dividend warrant plan drew mixed to negative near-term reactions, framing today’s potential acquisition as another step in this strategic expansion path.

Regulatory & Risk Context

Active S-3 Shelf · $7,595,000
Shelf Active
Active S-3 Shelf Registration 2025-11-13
$7,595,000 registered capacity

An effective Form S-3 registration allows resale of up to 4,360,000 shares held by selling securityholders. The company would only receive up to $7,595,000 in cash if the related warrants are fully exercised, earmarked for general corporate and working capital purposes.

Market Pulse Summary

The stock moved -5.1% in the session following this news. A negative reaction despite the strategic ...
Analysis

The stock moved -5.1% in the session following this news. A negative reaction despite the strategic framing of this potential acquisition would fit prior instances where seemingly constructive announcements, like the procurement platform on Dec 1, preceded a -1.48% move. The non-binding nature of the term sheet, execution risk around due diligence, and existing overhang from registered resale of 4,360,000 shares and related warrants totaling up to $7,595,000 could have weighed on sentiment.

Key Terms

non-binding term sheet, definitive acquisition agreement
2 terms
non-binding term sheet financial
"announces that it has entered into a non-binding term sheet with a voice"
A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.
definitive acquisition agreement financial
"negotiate a definitive acquisition agreement.No binding agreement has been"
A definitive acquisition agreement is the final, legally binding contract that sets out all the terms for one company to buy another, including the price, payment method, closing conditions and responsibilities of each side. For investors it matters because signing this paper turns a tentative deal into a concrete plan — like moving from an offer to a signed purchase contract — which can change stock values, set timelines for approvals and spell out risks, break fees or conditions that could still prevent the deal.

AI-generated analysis. Not financial advice.

Singapore, Singapore--(Newsfile Corp. - December 15, 2025) - FingerMotion Inc. (NASDAQ: FNGR) ("FingerMotion" or the "Company"), a mobile services, data and technology company, announces that it has entered into a non-binding term sheet with a voice and messaging telecom service provider regarding the potential acquisition by FingerMotion. The term sheet outlines preliminary terms and enables both parties to proceed with mutual due diligence and negotiate a definitive acquisition agreement.

No binding agreement has been executed at this time, and there can be no assurance that the parties will enter into a definitive agreement or that any transaction will be completed. Any potential acquisition remains subject to the negotiation and execution of final transaction documents, completion of due diligence, customary closing conditions, and approval by the Company's Board of Directors.

"We believe this potential acquisition aligns with our strategic focus on expanding our telecom service capabilities and strengthening our suite of mobility, messaging, and data-driven enterprise solutions. While discussions are ongoing, we remain committed to evaluating opportunities that may enhance value for our shareholders and customers," said Martin Shen, CEO of FingerMotion.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278031

FAQ

What did FingerMotion (FNGR) announce on December 15, 2025 about an acquisition?

FingerMotion announced it entered a non-binding term sheet with a voice and messaging provider to pursue a potential acquisition.

Does the December 15, 2025 FNGR term sheet create a binding deal?

No; the term sheet is non-binding and no definitive agreement has been executed.

What conditions must be met before FingerMotion completes the potential acquisition (FNGR)?

Completion requires due diligence, negotiation of final documents, customary closing conditions, and Board approval.

Did FingerMotion disclose purchase price or timeline for the FNGR potential acquisition?

No; the announcement did not disclose any financial terms or a closing timeline.

How does the potential acquisition fit FingerMotion's strategy (FNGR)?

Management said it aligns with plans to expand telecom, mobility, messaging, and data-driven enterprise solutions.
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