false
0001602409
0001602409
2025-12-15
2025-12-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
December 15, 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 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On December 15, 2025, FingerMotion, Inc. (the
“Company” or “FingerMotion”) issued a news release to announce 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.
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 December 15, 2025 |
| |
|
|
| 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: December 15, 2025 |
By: |
/s/ Martin J. Shen |
| |
|
Martin J. Shen |
| |
|
CEO and Director |
