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FingerMotion, Inc. has a significant shareholder group reporting beneficial ownership of its common stock. Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 5,319,149 shares of common stock of FingerMotion, Inc. as of June 30, 2026. These shares are issuable upon conversion of certain convertible notes held by the reporting persons and are subject to a 9.99% beneficial ownership blocker.
The reported holdings represent 7.99% of the class, based on 61,281,308 shares of common stock outstanding as of June 10, 2026 plus the shares issuable upon conversion of the notes. Each of Ayrton Capital LLC, the Fund, and Waqas Khatri is reported as having sole voting and dispositive power over 5,319,149 shares and no shared voting or dispositive power.
Key Figures
Beneficially owned shares:5,319,149 sharesOwnership percentage:7.99%Shares outstanding baseline:61,281,308 shares+2 more
5 metrics
Beneficially owned shares5,319,149 sharesShares of FingerMotion common stock issuable upon conversion of notes held by reporting persons
Ownership percentage7.99%Percent of FingerMotion common stock class beneficially owned by each reporting person
Shares outstanding baseline61,281,308 sharesFingerMotion common shares outstanding as of June 10, 2026 used for ownership calculation
Beneficial ownership blocker9.99%Maximum beneficial ownership level allowed before further conversion of notes
Sole voting power5,319,149 sharesShares over which each reporting person has sole voting and dispositive power
Key Terms
beneficial ownership blocker, convertible notes, sole dispositive power, beneficially owned
4 terms
beneficial ownership blockerregulatory
"The issuable shares of Common Stock related to the conversion of the Notes is subject to a 9.99% beneficial ownership blocker."
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
convertible notesfinancial
"Represents 5,319,149 shares of Common Stock issuable on the conversion of certain convertible notes (the "Notes")."
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
sole dispositive powerfinancial
"Sole Dispositive Power 5,319,149.00 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
beneficially ownedregulatory
"Amount beneficially owned: Ayrton Capital LLC: 5,319,149; Alto Opportunity Master Fund...; and Waqas Khatri: 5,319,149."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in FNGR does Ayrton Capital LLC report?
Ayrton Capital LLC reports beneficial ownership of 5,319,149 shares of FingerMotion, Inc. common stock, representing 7.99% of the class, based on 61,281,308 shares outstanding as of June 10, 2026 plus shares issuable from convertible notes.
How many FNGR shares are tied to the reporting persons’ convertible notes?
The reporting persons disclose 5,319,149 shares of FingerMotion common stock issuable upon conversion of certain convertible notes. These issuable shares are subject to a 9.99% beneficial ownership blocker, limiting conversion above that ownership threshold.
What percentage of FingerMotion (FNGR) does Alto Opportunity Master Fund report?
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B reports beneficial ownership of 7.99% of FingerMotion’s common stock, corresponding to 5,319,149 shares, calculated using 61,281,308 shares outstanding plus the notes-conversion shares.
Who are the reporting persons in this FNGR ownership filing?
The reporting persons are Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. They report beneficial ownership and sole voting and dispositive power over 5,319,149 shares of FingerMotion common stock.
What is the beneficial ownership blocker mentioned for FNGR?
The filing states a 9.99% beneficial ownership blocker applies to the convertible notes. This means the notes may not be converted into FingerMotion common stock to the extent such conversion would result in beneficial ownership exceeding 9.99%.
As of what date are the FNGR ownership figures for the reporting persons?
The reporting persons state their FingerMotion holdings are calculated as of June 30, 2026. The percentage calculation also references 61,281,308 shares outstanding as of June 10, 2026 from a previously filed registration statement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FINGERMOTION, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
31788K108
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
31788K108
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,319,149.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,319,149.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,319,149.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
31788K108
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,319,149.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,319,149.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,319,149.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
31788K108
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,319,149.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,319,149.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,319,149.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FINGERMOTION, INC.
(b)
Address of issuer's principal executive offices:
111 Somerset Road, Level 3, Singapore, U0, 238164
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP Number(s):
31788K108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 5,319,149; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 5,319,149; and (iii) Waqas Khatri: 5,319,149. Represents (i) 5,319,149 shares of Common Stock issuable on the conversion of certain convertible notes (the "Notes") held by the Reporting Persons. The issuable shares of Common Stock related to the conversion of the Notes is subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of FINGERMOTION, INC. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 61,281,308 shares of Common Stock of the Issuer that were outstanding as of June 10, 2026; and (ii) 5,319,149 shares of Common Stock issuable on the conversion of the Notes held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's S-1 filed on June 11, 2026 . For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 7.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 7.99%; and (iii) Waqas Khatri: 7.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 5,319,149; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 5,319,149; and (iii) Waqas Khatri: 5,319,149
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
08/13/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
