FingerMotion agrees to buy Newbit for $2.3M

Q: How much is FNGR paying for Newbit?

FingerMotion agreed to acquire 100% of Newbit for US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. US$230,000 was previously paid and is held in trust, a further US$230,000 is payable on execution, and approximately US$1,840,000 is payable at closing.

The transaction includes site permits and fixed infrastructure but excludes generating equipment; a new gas contract and Pivotal’s change-of-control consent are closing conditions.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

FingerMotion, Inc. agreed to acquire 100% of Newbit Technology Inc. for US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. Newbit holds rights associated with the previously disclosed 9.9 MW Brooks Campus #1 site in Alberta, including the surface lease, permits, pipeline and metering infrastructure, environmental approval, AUC Rule 007 registration and fixed site improvements. Generating equipment and other movable plant are excluded and are to be removed before closing. The fixed improvements are acquired as-is, where-is as to physical condition only.

US$230,000 was previously paid and is held in trust; a further US$230,000 is payable on execution, and approximately US$1,840,000 in cash is payable at closing. Closing is targeted for the third business day after satisfaction or waiver of conditions and no later than October 29, 2026. Conditions include a new gas supply agreement, Pivotal Energy Partners’ written change-of-control consent, and remaining due diligence to FingerMotion’s reasonable satisfaction. General representation claims have a US$125,000 deductible and a US$460,000 cap; specified fundamental, title, tax, fraud and willful-misconduct claims are uncapped. FingerMotion will not retain a purchase-price holdback.

Filing Explained

The purchase remains conditional, and FingerMotion must fund any deposit or security required for the replacement gas supply contract.

FingerMotion’s signed agreement to acquire Newbit has not reached closing: the prior gas agreement has ended, and the replacement is only at letter-of-intent stage; execution of a new contract and Pivotal’s written change-of-control consent are closing conditions.

Approval for any change of generating units is not a closing condition; FingerMotion is responsible for obtaining it after closing.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Purchase price: US$2,300,000 Shares acquired: 100% Site capacity: 9.9 MW +5 more

8 metrics

Purchase price US$2,300,000 For 100% of Newbit’s issued and outstanding shares; exclusive of GST

Shares acquired 100% Newbit’s issued and outstanding shares

Site capacity 9.9 MW Brooks Campus #1 in Alberta

Deposit previously paid US$230,000 Held in trust

Further deposit US$230,000 Payable on execution of the Agreement

Cash payable at closing Approximately US$1,840,000 Remaining purchase price payable at closing

Deductible US$125,000 General representation claims

Claims cap US$460,000 Cap on general representation claims; stated as 20% of the purchase price

Key Terms

cash-free, debt-free basis, leakage, Rule 007 registration, indemnity holdback

4 terms

cash-free, debt-free basis financial

"on a cash-free, debt-free basis"

A cash-free, debt-free basis is a way of pricing a business where the sale excludes the company’s cash balances and outstanding debt, so the buyer pays only for the operating assets and liabilities that run the business. Think of it like buying a shop’s shelves and stock but not its cash in the register or its loans; this clarity matters to investors because it shows the true purchase price, makes deal comparisons fair, and clarifies what financing or adjustments are needed after the sale.

leakage financial

"subject to customary leakage and debt adjustments"

Rule 007 registration regulatory

"environmental and Alberta Utilities Commission Rule 007 registration"

indemnity holdback financial

"There is no indemnity holdback or escrow."

An indemnity holdback is a portion of the purchase price that a buyer keeps in reserve for a set time after a deal to cover any losses from broken promises, errors, or undisclosed problems discovered later. Think of it like money held in escrow after buying a house to pay for unexpected repairs; it protects the buyer from sudden costs and signals potential ongoing financial risk for investors because it delays full cash delivery and may lead to future claims.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is FNGR paying for Newbit?

FingerMotion agreed to acquire 100% of Newbit for US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. US$230,000 was previously paid and is held in trust, a further US$230,000 is payable on execution, and approximately US$1,840,000 is payable at closing.

What does FNGR’s Newbit acquisition include?

Newbit holds the surface lease, development and building permits, road-use agreement, pipeline and gas infrastructure, environmental approval, Rule 007 registration, and fixed site works for Brooks Campus #1. Generating equipment and other movable plant are excluded and are to be removed before closing.

What conditions must be met before FNGR closes the Newbit acquisition?

FingerMotion’s obligation to close is conditioned on execution of a new gas supply agreement and Pivotal Energy Partners’ written consent to the change of control, among other terms. Conditions also include Eastern Irrigation District consent to the change of control and any required lease assignment, and due diligence to FingerMotion’s reasonable satisfaction. AUC approval for changes of generating units is a post-closing responsibility, not a closing condition.

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

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Available on EDGAR 09/29/2026 - 04:46 PM Accepted by SEC EDGAR 09/29/2026 - 04:45 PM

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

Date of Report (Date of earliest event reported): September 23, 2026

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)

Registrant’s telephone number, including area code: (347) 349-5339

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing 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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

Item 1.01 Entry Into a Material Definitive Agreement

FingerMotion, Inc. (the “Company”) entered into a definitive Share Purchase Agreement dated as of September 23, 2026 (the “Agreement”) with individual shareholders of Newbit (the “Vendors”) and Newbit Technology Inc. (“Newbit” or the “Target”), a British Columbia corporation extra-provincially registered in Alberta.

Under the Agreement, FingerMotion has agreed to purchase 100% of the issued and outstanding shares of Newbit for a purchase price of US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis, subject to customary leakage and debt adjustments. Newbit holds the surface tenure, development and building permits, pipeline and metering infrastructure, environmental and Alberta Utilities Commission Rule 007 registration, and related rights associated with the Company’s previously disclosed 9.9 MW behind-the-meter site in the County of Newell, Alberta (Brooks Campus #1), identified at approximately 50.469862° N, 111.602257° W.

The Agreement restates and implements the binding memorandum of understanding dated September 8, 2026 and the binding commitment announced by the Company on September 10, 2026. A deposit of US$230,000 was previously paid and is held in trust. A further deposit of US$230,000 is payable on execution of the Agreement. The remaining approximately US$1,840,000 is payable in cash at closing. There is no indemnity holdback or escrow. Closing is targeted for the third business day after satisfaction or waiver of conditions, and in any event on or before the outside date of October 29, 2026.

Included rights and assets at closing (subject to permitted encumbrances)

	●	Surface lease of the Site with the Board of Trustees of the Eastern Irrigation District, including renewal and extension rights

	●	County of Newell Development Permit 2022055 and associated building and electrical permits

	●	Master Road Use Agreement with Canadian Natural Resources Limited

	●	Pipeline right of way and gas receipt and delivery infrastructure serving the Site

	●	Environmental Protection and Enhancement Act (Alberta) approval and AUC Rule 007 registration in respect of the isolated generating unit at the Site

	●	Fixed civil works, foundations, hardstand, drainage, fencing and related site studies

Generating equipment and other movable plant are excluded and are to be removed before closing. The Company is acquiring the Target, and therefore the fixed improvements, on an as-is, where-is basis as to physical condition only. Title, permits, environmental matters and absence of encumbrances remain the subject of the Agreement’s representations, conditions and indemnities.

Gas supply

The prior gas supply agreement relating to the Site has been terminated following cessation of offtake. Newbit and Pivotal Energy Partners have entered into a letter of intent for a new gas supply agreement. Following execution of the Agreement and payment of the further deposit, Newbit is obligated to arrange execution of a new gas supply agreement between Pivotal and FingerMotion (or, at FingerMotion’s election, Newbit) on terms consistent with that letter of intent and otherwise acceptable to FingerMotion, acting reasonably. FingerMotion will be responsible for any deposit or security required under the new gas supply agreement. Execution of the new gas supply agreement, together with Pivotal’s written consent to the change of control, is a condition to FingerMotion’s obligation to close.

Other principal conditions and terms

FingerMotion’s obligation to close is also conditioned on, among other things: written consent of the Eastern Irrigation District to the change of control and any required lease assignment; confirmation that the shares and included assets are free and clear of encumbrances other than permitted encumbrances and that no material adverse effect has occurred; delivery of customary closing instruments; accuracy of representations; and completion of remaining due diligence to FingerMotion’s reasonable satisfaction. Approval of the AUC for any change of generating units is not a closing condition and is FingerMotion’s post-closing responsibility.

The Vendors have agreed to joint and several indemnities, including for pre-closing taxes, financial debt, leakage, title and specified environmental matters arising from the Target’s operations. General representation claims are subject to a US$125,000 deductible and a cap of US$460,000 (20% of the purchase price). Fundamental representations, title, tax, fraud and willful misconduct are uncapped. FingerMotion will not retain a purchase-price holdback.

Item 8.01 Other Events.

On September 29, 2026, FingerMotion, Inc. (the “Company”) issued a press release announcing the definitive Share Purchase Agreement referenced in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Share Purchase Agreement
99.1		Press Release of FingerMotion, Inc., dated September 29, 2026.
104		Cover Page Interactive Data File (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: September 29, 2026	By:	/s/ Jolie Kahn
	Name:	Jolie Kahn
	Title:	Chief Executive Officer and Director

Exhibit 99.1

FingerMotion Enters Definitive Agreement to Acquire 100% of Newbit Technology Inc., Securing the 9.9 MW County of Newell Powered Site

Definitive share purchase agreement implements the previously announced binding commitment for Brooks Campus #1; cash consideration of US$2.3 million on a cash-free, debt-free basis; closing targeted on or before October 29, 2026

WEST PALM BEACH, Fla., September 29, 2026 (GLOBE NEWSWIRE) — FingerMotion, Inc. (Nasdaq: FNGR) (“FingerMotion” or the “Company”) today announced that it has entered into a definitive Share Purchase Agreement dated as of September 23, 2026 (the “Agreement”) with individual shareholders of Newbit (the “Vendors”) and Newbit Technology Inc. (“Newbit” or the “Target”), a British Columbia corporation extra-provincially registered in Alberta.

Included rights and assets at closing (subject to permitted encumbrances)

	●	Surface lease of the Site with the Board of Trustees of the Eastern Irrigation District, including renewal and extension rights

	●	County of Newell Development Permit 2022055 and associated building and electrical permits

	●	Master Road Use Agreement with Canadian Natural Resources Limited

	●	Pipeline right of way and gas receipt and delivery infrastructure serving the Site

	●	Environmental Protection and Enhancement Act (Alberta) approval and AUC Rule 007 registration in respect of the isolated generating unit at the Site

	●	Fixed civil works, foundations, hardstand, drainage, fencing and related site studies

Gas supply

Other principal conditions and terms

About FingerMotion, Inc.

FingerMotion, Inc. (Nasdaq: FNGR) is a technology company that, in addition to its historical mobile data and telecommunications platforms, is developing a North American behind-the-meter power and compute program in Alberta. Additional information is available at www.fingermotion.com.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected closing, timing, consents, a new gas supply agreement, development of the Site, and the Company’s 99 MW Alberta program. Forward-looking statements are subject to risks and uncertainties, including failure to satisfy closing conditions by the outside date of October 29, 2026, forfeiture or return of deposits, counterparty and regulatory risk, physical condition of on-site improvements, commodity and construction risk, financing risk, and the risk that indications of interest do not become binding offtake. The Agreement is an acquisition of shares of a holding vehicle for land, permits and infrastructure; it does not by itself create operating generation or contracted compute revenue. The Company acquires the fixed improvements as-is as to physical condition. Actual results may differ materially. The Company undertakes no obligation to update these statements except as required by law.

Investor contact

FingerMotion, Inc.
Investor Relations
Email: ir@fingermotion.com
Website: www.fingermotion.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

34 documents

Press Releases

Agreements & Contracts

EX-10.1 EX-10.1 21.7 KB