As
filed with the U.S. Securities and Exchange Commission on October 14, 2026.
Registration
No. 333-298698
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
AMENDMENT
NO. 2
TO
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FINGERMOTION,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
7372 |
|
46-4600326 |
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
700
S. Rosemary Ave., Ste 204
West
Palm Beach, FL 33401
(347)
349-5339
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jolie
Kahn
Chief
Executive Officer
FingerMotion,
Inc.
700
S. Rosemary Ave., Ste 204
West
Palm Beach, FL 33401
(561) 217-6379
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of communications to:
Jolie
Kahn
Chief
Executive Officer
FingerMotion,
Inc.
700
S. Rosemary Ave., Ste 204
West
Palm Beach, FL 33401
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-298698) of FingerMotion,
Inc. (the “Registration Statement”) is being filed solely for the purpose of filing an updated Exhibit 23.1,
the consent of auditor, dated the date hereof. No other change is made to the Registration Statement.
This
Amendment does not contain a prospectus. The prospectus included in the Registration Statement, as filed with the Securities and Exchange
Commission on September 1, 2026, is unchanged by this Amendment and is incorporated herein by reference. This Amendment does not amend
or restate the prospectus, Part II of the Registration Statement (other than Item 16, Exhibits, solely to reflect the filing of Exhibit
5.1 and the related consent), or any other exhibit previously filed.
Accordingly,
this Amendment consists only of the facing page, this explanatory note, the amended exhibit index, the signature page, and Exhibit 5.1
filed herewith.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
16. EXHIBITS
The
following exhibit is filed as part of this Amendment. All other exhibits previously filed with, or incorporated by reference into, the
Registration Statement remain unchanged and are incorporated herein by reference.
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Auditor, dated October 14, 2026. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on October
14, 2026.
| |
FINGERMOTION,
INC. |
| |
|
| |
By: |
/s/
Jolie Kahn |
| |
|
Jolie Kahn |
| |
|
Chief Executive Officer |
| |
|
(Principal
Executive Officer) and Director
|
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
/s/
Jolie Kahn
|
|
Chief
Executive Officer (Principal Executive Officer) and Director |
|
October 14, 2026 |
| Jolie
Kahn |
|
|
|
|
| |
|
|
|
|
| Christopher
Polimeni* |
|
Principal
Financial Officer and Principal Accounting Officer |
|
October 14, 2026 |
| |
|
|
|
|
Yew Poh Leong*
|
|
Director |
|
October 14, 2026 |
| |
|
|
|
|
| Hsien
Loong Wong* |
|
Director |
|
October 14, 2026 |
| |
|
|
|
|
| Eng
Ho Ng* |
|
Director |
|
October 14, 2026 |
| |
|
|
|
|
| Tuck
Seng Low* |
|
Director |
|
October 14, 2026 |
| |
|
|
|
|
| Yang
Yeat Choe* |
|
Director |
|
October 14, 2026 |
*
By power of attorney. The power of attorney included on the signature page of the Registration Statement filed on September 1, 2026 appoints
Jolie Kahn as attorney-in-fact, with full power of substitution, to sign any and all amendments to the Registration Statement. Confirm
the remaining signatories against that signature page before EDGAR submission and insert their names.