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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
Date
of Report (Date of earliest event reported): September 3, 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
8.01 Other Events.
On
September 3, 2026, FingerMotion, Inc. (the “Company”) issued a press release announcing a non-binding memorandum of understanding
with Lyken AI Computing Inc. and BlueFlare Energy Solutions Inc., and providing an update on natural gas supply discussions relating
to the Company’s Alberta corridor development program.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release of FingerMotion, Inc., dated September 3, 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 10, 2026 |
By: |
/s/
Jolie Kahn |
| |
Name: |
Jolie
Kahn |
| |
Title: |
Chief
Executive Officer and Director |
Exhibit
99.1
FingerMotion
Announces Non-Binding Three-Party MOU with Lyken.AI and BlueFlare
and Provides Update on Alberta Corridor Gas-Supply
Discussions
WEST
PALM BEACH, FL, September 3, 2026 — FingerMotion, Inc. (Nasdaq: FNGR) today announced that it has entered into a non-binding memorandum
of understanding with Lyken AI Computing Inc. (“Lyken.AI”) and BlueFlare Energy Solutions Inc. (“BlueFlare”).
The
accord aims to establish a demand-to-capacity matching framework connecting Lyken’s enterprise AI and high-performance computing
client requirements with modular behind-the-meter capacity developed through FingerMotion’s BlueFlare partnership. Initial focus
covers Alberta, British Columbia, and Saskatchewan, Canada.
The
framework supplements the existing FingerMotion-BlueFlare development strategy announced August 27, 2026. It does not amend or replace
existing agreements or expand exclusivity provisions.
Contemplated
Roles
Lyken
serves as the customer-facing demand and managed-services layer, identifying prospective enterprise workloads and evaluating compute,
power, cooling, and deployment requirements.
BlueFlare
functions as the primary Western Canadian development partner for site origination, natural-gas solutions, design, construction, and
operations.
FingerMotion
acts as contemplated owner-operator and project sponsor, evaluating opportunities and commercial structuring without committing to funding
or guarantees.
The
preferred demand-to-capacity matching framework does not reserve, allocate, or guarantee capacity, nor does it grant exclusivity or rights
of first refusal. FingerMotion completed acquisition of a 9.9% Lyken interest on August 17, 2026; Alset AI retains a 90.1% controlling
interest.
BlueFlare
Development Relationship
FingerMotion
and BlueFlare have expanded from single-project discussions to a multi-site development program. BlueFlare serves as engineering, procurement,
and construction partner and is expected to contribute compute demand to developed campuses.
Corridor
Model
The
Company’s corridor approach positions compute capacity along existing natural gas infrastructure with on-site electricity generation,
reducing dependence on utility interconnection queues. This co-location strategy targets energy contracts at or near wellhead pricing
rather than utility rates, potentially reducing time to energization and improving power-cost visibility.
Gas
Supply Discussions
FingerMotion
is discussing possible firm natural gas supply arrangements with multiple suppliers and midstream partners for corridor site generation.
Topics include terms, volume, delivery points, and pricing for long-dated behind-the-meter generation. No definitive supply agreement
has been executed.
Project
Development
The
parties expect project-by-project evaluation subject to site control, fuel supply, customer diligence, binding offtake agreements, financing,
and regulatory approvals. Project-level financing may include customer prepayments, capacity deposits, equipment financing, debt, equity,
or special-purpose vehicles. No party committed to providing or arranging financing under the MOU.
The
MOU is non-binding and non-exclusive, establishing only present intentions without pricing, minimum capacity, revenue commitments, ownership
percentages, or development schedules.
Management
Commentary
Jolie
Kahn, Chief Executive Officer: “Lyken and BlueFlare represent complementary parts of our AI infrastructure strategy. This operationalizes
our August 27 plan: FingerMotion evaluates projects, BlueFlare partners on development, Lyken provides customer access.”
Chris
Polimeni, Chief Financial Officer: “Securing firm gas supply converts corridor sites into contracted capacity. Matching Lyken demand
underwrites capital rather than funding development corporately.”
About
FingerMotion, Inc.
FingerMotion,
Inc. (Nasdaq: FNGR) serves mobile payment, recharge, and data-analytics markets in the People’s Republic of China. The Company
extends its strategy into enterprise AI and cloud compute through its Lyken equity position, owner-operator strategy, and BlueFlare development
alliance.
About
Lyken.AI
Lyken.AI
develops an integrated Platform-as-a-Service spanning managed compute, server optimization, secure storage, private networking, and enterprise
deployment support.
About
BlueFlare Energy Solutions Inc.
BlueFlare
Energy Solutions Inc. is an Alberta-incorporated developer and constructor of behind-the-meter energy and compute infrastructure in Western
Canada, operating under its “From Wellhead to Workload” platform and proprietary BALA™ (BlueFlare Adaptive Load Architecture™)
load-following technology.
Forward-Looking
Statements
This
release contains forward-looking statements regarding the MOU, contemplated relationships, demand-to-capacity matching, gas supply discussions,
corridor model benefits, and site development. These statements rely on current expectations and face known and unknown risks, including
that the MOU is non-binding and terminable, that discussions may not produce definitive agreements, that financing may be unavailable
on acceptable terms, that construction delays may occur, that natural gas prices may fluctuate, and that customer opportunities may not
become binding contracts. See the Company’s filings with the Securities and Exchange Commission for additional risks. Actual results
may differ materially.
Investor
Contact
FingerMotion,
Inc.
Investor
Relations
E:
ir@fingermotion.com
W:
www.fingermotion.com
