FingerMotion Signs Agreement to Acquire Telforge, Inc

Rhea-AI Summary

FingerMotion (NASDAQ: FNGR) entered a share exchange to acquire Telforge, a cloud-based voice, messaging and unified communications provider, by issuing up to 7,333,333 shares of common stock on a pro rata basis.

2,333,333 Closing Shares will be issued at closing; 5,000,000 Milestone Shares will be escrowed and earned based on Cumulative Revenue plus Secured Contract Value targets: $2,500,000 at three months (2,000,000 shares) and $5,000,000 at six months (3,000,000 shares). Shares will be restricted and issued under Securities Act exemptions; registration rights will be provided.

Positive

• Acquisition expands services into cloud voice, messaging, unified communications
• Up to 7,333,333 shares issued as transaction consideration
• Earnout ties 5,000,000 Milestone Shares to concrete revenue/contract targets
• Adds capacity to manage tens of millions of minutes monthly

Negative

• Potential dilution from issuance of 7,333,333 shares
• 5,000,000 Milestone Shares are escrowed and forfeitable if targets missed
• Earnout requires $5,000,000 cumulative revenue/secured contract value within six months
• Issued shares will be restricted securities under Rule 144, limiting immediate liquidity

Key Figures

Total consideration shares: up to 7,333,333 shares Closing Shares: 2,333,333 shares Milestone Shares: 5,000,000 shares +5 more

8 metrics

Total consideration shares up to 7,333,333 shares FingerMotion stock to be issued for Telforge acquisition

Closing Shares 2,333,333 shares Common stock issued at closing to Telforge shareholders

Milestone Shares 5,000,000 shares Escrowed earnout shares tied to revenue and contract value

First earnout threshold $2,500,000 Cumulative Revenue plus Secured Contract Value in first 3‑month period

Second earnout threshold $5,000,000 Cumulative Revenue plus Secured Contract Value in first 6‑month period

First earnout period 3 months Period following closing for first Milestone Share test

Second earnout period 6 months Period following closing for second Milestone Share test

Pre-news price change -6.25% FNGR 24h move before acquisition news, price at <b>$1.35</b>

Market Reality Check

Price: $1.35 Vol: Volume 275,295 is 1.81x t...

high vol

$1.35 Last Close

Volume Volume 275,295 is 1.81x the 20-day average of 152,287, indicating elevated trading interest before this news. high

Technical Shares at 1.35 are trading below the 200-day MA of 1.55 and 74.04% below the 52-week high of 5.1999.

Peers on Argus

While FNGR was down 6.25%, telecom peers like KVHI (+0.25%), SURG (+1.18%), CXDO...

While FNGR was down 6.25%, telecom peers like KVHI (+0.25%), SURG (+1.18%), CXDO (+1.06%) and RDCM (+3.61%) were positive, suggesting a stock-specific move rather than a sector-wide shift.

Common Catalyst One peer, UCL, reported earnings today, but broader telecom peers lacked a unifying news catalyst.

Previous Acquisition Reports

1 past event · Latest: Dec 15 (Neutral)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Dec 15	Acquisition term sheet	Neutral	-5.1%	Announced non-binding term sheet for potential voice and messaging acquisition.

Pattern Detected

FNGR’s only recent acquisition-type headline saw a -5.1% move, indicating past acquisition news coincided with downside.

Recent Company History

Over the past six months, FNGR has reported weaker Q3 fiscal 2026 results with revenue of $5.80M and an ongoing strategic pivot toward Command and Communications and selective acquisitions. On December 15, 2025, the company disclosed a non-binding term sheet to acquire a voice and messaging provider, which aligned with this pivot and saw a -5.1% one-day move. Today’s definitive share exchange agreement with Telforge advances that earlier acquisition strategy in the telecom and messaging space.

Historical Comparison

-5.1% avg move · In the past six months, FNGR issued one acquisition-related headline, which coincided with a -5.1% m...

acquisition

-5.1%

Average Historical Move acquisition

In the past six months, FNGR issued one acquisition-related headline, which coincided with a -5.1% move, offering a reference point for how markets previously reacted to M&A plans.

The company progressed from a non-binding term sheet with a voice and messaging provider in Dec 2025 to a definitive share exchange agreement to acquire Telforge, advancing its telecom and messaging expansion strategy.

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 S-3 registration allows resale of up to 4,360,000 shares by existing holders, including warrant shares that could generate up to $7,595,000 for FNGR if fully exercised, potentially adding supply over time.

Market Pulse Summary

This announcement details a share-based acquisition of Telforge using up to 7,333,333 FNGR shares, w...

Analysis

This announcement details a share-based acquisition of Telforge using up to 7,333,333 FNGR shares, with 5,000,000 held in escrow and tied to $2.5M and $5M revenue and contract-value milestones. It advances the December 2025 term sheet into a definitive structure that expands FNGR’s voice and messaging capabilities. In context of recent filings noting limited cash and going-concern risks, investors may focus on how quickly Telforge can contribute to revenue growth and margin improvement relative to the added equity supply.

Key Terms

share exchange agreement, escrow, restricted securities, registration rights, +1 more

5 terms

share exchange agreement financial

"entered into a share exchange agreement (the "Share Exchange Agreement") with Telforge, Inc."

A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.

escrow financial

"5,000,000 shares of common stock (the "Milestone Shares") will be placed in escrow pursuant to an escrow agreement"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

restricted securities regulatory

"will be issued as "restricted securities" as such term is defined under Rule 144(a)(3) under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

registration rights regulatory

"the Company has agreed to provide registration rights for the Closing Shares and Milestone Shares"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

current report on form 8-k regulatory

"set out in the Company's Current Report on Form 8-K to be filed"

A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.

AI-generated analysis. Not financial advice.

Singapore, Singapore--(Newsfile Corp. - March 18, 2026) - FingerMotion, Inc. (NASDAQ: FNGR) ("FingerMotion" or the "Company"), a mobile services, data and technology company, is pleased to announce that it has entered into a share exchange agreement (the "Share Exchange Agreement") with Telforge, Inc. ("Telforge"), a Nevada corporation, and the shareholders of Telforge (the "Shareholders"). Telforge is a voice and messaging telecom service provider offering cloud-based voice, messaging, and unified communications solutions.

Pursuant to the Share Exchange Agreement, the Shareholders have agreed to exchange all of their outstanding shares of Telforge in exchange for up to 7,333,333 shares of FingerMotion, subject to the terms and conditions of the Share Exchange Agreement. Subject to the closing conditions being satisfied or waived by the respective parties, at closing the Company shall issue the Shareholders on a pro rata basis and aggregate of 7,333,333 shares of common stock, of which 2,333,333 shares of common stock (the "Closing Shares") will be released to the Shareholders, and 5,000,000 shares of common stock (the "Milestone Shares") will be placed in escrow pursuant to an escrow agreement in form and substance to be agreed upon by the Company and Telforge, and shall not be released from escrow until they are earned as a result of the achievement of certain Cumulative Revenue and Secured Contract Value (each as defined in the Share Exchange Agreement) over two earnout periods with the first being three months following closing and the second being six months following closing. If the Cumulative Revenue plus Secured Contract Value for the first earnout period is equal to or greater than $2,500,000, the Shareholders shall have earned 2,000,000 Milestone Shares. If the Cumulative Revenue plus Secured Contract Value for the second earnout period is equal to or greater than $5,000,000, the Shareholders will have earned 3,000,000 Milestone Shares. Any Milestone Shares that are not earned on or before the expiration of the applicable earnout period shall be automatically forfeited and cancelled.

Upon closing the Closing Shares and Milestone Shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, and will be issued as "restricted securities" as such term is defined under Rule 144(a)(3) under the Securities Act. Pursuant to the Share Exchange Agreement, the Company has agreed to provide registration rights for the Closing Shares and Milestone Shares as set forth therein.

This acquisition aligns with the Company's strategic roadmap, which focuses on geographical expansion, selective acquisitions in telecommunications and infrastructure technologies, as well as the development of analytics, mobility, enterprise digitalization, and smart infrastructure solutions.

"The acquisition of Telforge would provide FingerMotion with the ability to manage and run tens of millions of minutes monthly - telecommunications, voice, SMS and data messages and calls - via its proprietary switching platform. Upon closing this acquisition we expect to be able to scale and significantly grow annualized revenues without having to add hardware and capital costs. This would also supplement our existing business by giving us a U.S. based operating model," said Martin Shen, CEO.

Telforge's cloud-based voice, messaging, and unified communications solutions would expand the Company's overall service portfolio and enhance its ability to serve customers across broader geographic markets, while operating as a complementary business within the Company's structure.

Additional details regarding the transaction will be set out in the Company's Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission through EDGAR in the very near future.

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/288958

FAQ

What did FingerMotion (FNGR) announce on March 18, 2026 about Telforge?

FingerMotion announced a share exchange agreement to acquire Telforge, issuing up to 7,333,333 shares. According to the company, 2,333,333 shares are Closing Shares and 5,000,000 Milestone Shares are escrowed and earned by revenue and contract targets.

How are the 5,000,000 Milestone Shares for FNGR/Telforge earned and timed?

Milestone Shares vest through two earnout periods tied to revenue and contract value targets. According to the company, $2,500,000 in cumulative revenue/secured contracts at three months earns 2,000,000 shares; $5,000,000 at six months earns 3,000,000 shares.

What is the immediate shareholder impact of the FNGR share issuance to acquire Telforge?

The transaction could dilute existing FNGR shareholders due to up to 7,333,333 new shares. According to the company, 2,333,333 shares release at closing while 5,000,000 remain escrowed and contingent on earnouts.

Will the FNGR shares issued in the Telforge deal be immediately tradable?

No, issued shares are restricted securities under Rule 144 and exemptions to the Securities Act. According to the company, the Closing and Milestone Shares will be issued as restricted and registration rights will be provided under the agreement.

How does acquiring Telforge affect FingerMotion's operational capabilities and costs?

The acquisition adds cloud voice, SMS and unified communications capacity, enabling tens of millions of monthly minutes. According to the company, this scale can grow annualized revenues without proportional hardware or capital expenditure increases.