FNGR discloses Asset Purchase Agreement with Shanghai parties on Sep 30, 2025

Rhea-AI Filing Summary

FingerMotion, Inc. reported a material event by filing a Form 8-K that attaches an Asset Purchase Agreement dated September 30, 2025 among Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc., and Shanghai JiuGe Business Management Co., Ltd.. The filing lists the agreement as an exhibit under Item 9.01 and includes an interactive XBRL cover page.

The document is signed on the filing by Martin J. Shen, CEO and Director, dated October 6, 2025. The 8-K discloses the existence and parties to the transaction but does not include transaction economics or operational details within the included excerpt.

Positive

• Material transaction disclosed by filing an Asset Purchase Agreement dated September 30, 2025
• Proper 8-K disclosure with CEO signature (Martin J. Shen) on October 6, 2025

Negative

• No financial terms disclosed in the excerpt, preventing assessment of deal value or impact
• No operational details (assets scope, effective date, liabilities assumed) are provided in this content

Insights

Corporate Transactions Analyst

Material asset sale/purchase disclosed; terms not shown in excerpt.

The filing attaches an Asset Purchase Agreement dated September 30, 2025 that names the buyer and seller parties, indicating a structured transfer of assets involving the company. As a formal exhibit to an 8-K, this signals a reportable, material transaction under securities rules.

Key dependencies include the agreement's undisclosed financial terms, closing conditions, and any post-closing obligations. Investors should note the presence of the agreement itself while recognizing that pricing, scope of assets transferred, and timing are not provided here; those items determine near-term balance sheet and revenue impacts.

Corporate Disclosure Specialist

Disclosure confirms execution and signature but lacks material financial detail.

The 8-K lists the exhibit and shows the filing signature by Martin J. Shen on October 6, 2025, which fulfills reporting formalities for a material agreement. The inclusion of an interactive XBRL cover page is procedural for the filing.

Absent in this excerpt are contract value, effective date of asset transfer, and any representations about liabilities assumed. Those specific items are required to judge accounting treatment and whether the deal is accretive or dilutive; their absence limits immediate investor impact assessment until the full agreement or a supplementary disclosure is available.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did FingerMotion (FNGR) disclose in the 8-K?

The 8-K attaches an Asset Purchase Agreement dated September 30, 2025 among Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc., and Shanghai JiuGe Business Management Co., Ltd. and includes an interactive XBRL cover page.

When was the Asset Purchase Agreement filed by FNGR?

The agreement is dated September 30, 2025 and the 8-K shows a filing signature by CEO Martin J. Shen on October 6, 2025.

Does the 8-K disclose the purchase price or financial terms for FNGR?

No. The provided excerpt does not disclose any purchase price, consideration, or other financial terms.

Who are the counterparties named in the agreement with FNGR?

The counterparties named are Shanghai Jihaohe Information Technology Co., Ltd. and Shanghai JiuGe Business Management Co., Ltd.

Is there enough detail to assess the transaction's impact on FNGR's financials?

No. Without disclosed transaction economics, asset scope, or timing, the excerpt does not provide sufficient information to assess financial impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 04:30 PM Learn about SEC filing dates

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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

September 30, 2025
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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2025, FingerMotion, Inc. (the “Company”), its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. (“JiuGe Management”), and Shanghai Jihaohe Information Technology Co., Ltd. (“Shanghai Jihaohe”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning the Company’s DaGe platform, in consideration of the issuance by the Company to Shanghai Jiahaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share.

The foregoing summary of the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Asset Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Asset Purchase Agreement is responsive to and incorporated by reference into this Item 2.01.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

On October 2, 2025, the Company issued 1,500,000 fully paid and non-assessable shares of common stock at a deemed issuance price of $1.57 per share to Shanghai Jihaohe pursuant to the closing of the Asset Purchase Agreement. The Company relied upon the exclusion from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), for offshore transactions provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of such shares.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits

Exhibit		Description
10.1†		Asset Purchase Agreement, dated September 30, 2025, by and between Shanghai Jihaohe Information Technology Co., Ltd., FingerMotion, Inc. and Shanghai JiuGe Business Management Co., Ltd.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

(†)      Portions of this exhibit have been omitted as they are both not material and are of the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

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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:  October 6, 2025	By:	/s/ Martin J. Shen
		Martin J. Shen CEO and Director

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