Fingermotion Inc SEC Filings

FingerMotion, Inc. has entered into a non-binding Memorandum of Understanding with BlueFlare Energy Solutions to explore developing a distributed network of micro-scale edge AI inference compute sites in Western Canada. BlueFlare would be the exclusive partner in Alberta, British Columbia and Saskatchewan for originating, building and supporting co-located AI inference and bitcoin mining sites.

The first proposed project, called PR1 in Alberta, is intended as a prototype behind-the-meter site, using existing bitcoin mining infrastructure and BlueFlare’s proprietary BALA™ (BlueFlare Adaptive Load Architecture™) platform to balance AI and mining workloads. Each site is expected to be in the 0.5 MW to 2 MW range. Both the MOU and contemplated Commercial Term Sheet are non-binding, and any PR1 or follow-on projects remain subject to definitive agreements, due diligence, approvals and other customary conditions, with no assurance they will be completed.

FingerMotion, Inc. is moving to expand into North American artificial intelligence and high-performance computing infrastructure by agreeing with BlueFlare Energy Solutions to enter a largely non-binding Memorandum of Understanding for developing behind-the-meter, natural-gas-powered AI compute sites across Alberta, British Columbia and Saskatchewan.

Under the contemplated framework, BlueFlare would be the primary partner across the full project lifecycle, from site origination and permitting through engineering, construction, commissioning and operations, including deployment of its BALA™ load-following platform to manage AI inference workloads and co-located bitcoin mining as a secondary, load-balancing use.

Certain provisions, including exclusivity in favor of BlueFlare within the Territory, anti-circumvention, confidentiality and dispute resolution, are intended to be binding once the MOU is executed, while commercial terms remain subject to future definitive agreements for individual sites.

FingerMotion, Inc. plans to expand its infrastructure strategy by developing modular, AI-focused edge computing facilities aimed at localized artificial intelligence processing and inference workloads. The initiative builds on its existing telecommunications and technology platform operations and is described as a long-term extension of its infrastructure and data services roadmap.

Management highlights a focus on edge-based AI inference rather than hyperscale cloud data centers, using modular, self-contained compute units that can be deployed incrementally by region and customer demand. The proposed facilities are designed to support real-time or near real-time workloads where latency and bandwidth efficiency are important.

The company also outlines a modular data center architecture powered by localized micro-grid energy systems, which it believes may shorten deployment timelines and improve operational flexibility and energy efficiency. FingerMotion expects this edge infrastructure strategy to complement its broader technology ecosystem and create opportunities for recurring infrastructure-related revenue streams.

FingerMotion, Inc. outlined a strategic evolution aimed at building a more diversified, long-term growth platform. Management plans to phase in this direction over future fiscal periods while keeping its telecommunications, platform, and technology businesses as the foundation of the company.

The strategy includes exploring opportunities in artificial intelligence and high‑performance computing related sectors and seeking to grow revenue from markets outside Asia. FingerMotion emphasized that no definitive agreements have been signed and that any new initiatives or geographic expansion will depend on market conditions, financing, regulatory factors, and ongoing evaluation.

FingerMotion, Inc. reported its financial results for the fiscal year ended February 28, 2026, highlighting weaker performance in its core telecommunications business. Management said lower transaction activity led to reduced revenue and gross profit for the year.

The company responded by cutting costs while still funding key growth initiatives across its Marketplace Platform, Sapientus, and C2 projects. General and administrative expenses fell by $1,396,351, or 22%, mainly from lower salaries, travel, entertainment, accounting, and consulting costs. Marketing expenses declined by $193,061, or 70%, and research and development expenses decreased by $220,842, or 35%, largely due to reduced personnel-related spending.

FingerMotion’s strategy centers on strengthening its telecommunications operations in China, improving operational efficiency, and carefully allocating capital, while also evaluating selected international markets to build a more diversified business portfolio over time.

FingerMotion, Inc. reports on a China-focused, technology-enabled platform business spanning mobile recharge and payments, enterprise messaging, marketplace and commerce solutions, data analytics under its Sapientus brand, and an advanced C2 command-and-communication platform.

Operations in the PRC largely rely on a variable interest entity structure, which provides contractual control but not direct equity ownership, exposing investors to legal and regulatory uncertainty if Chinese authorities challenge VIE arrangements or tighten rules on overseas listings. The filing highlights evolving PRC oversight of data security and overseas offerings, including the CSRC’s Overseas Listing Trial Measures and HFCAA-related auditing rules.

The company remains in a growth and investment phase, emphasizing higher-margin analytics and platform offerings while depending heavily on major telecom partners China Mobile and China Unicom for a substantial portion of revenue. It reports recurring net losses and an accumulated deficit, has never paid dividends, and states that it currently plans to retain earnings to fund operations and expansion.

FingerMotion, Inc. entered into a securities purchase agreement with an institutional investor, issuing a senior secured convertible note with an original principal amount of $5,000,000 and an original issue discount of $700,000. The note bears no regular interest and matures one year after closing unless earlier converted or redeemed.

The company received initial cash proceeds of $3,300,000, with an additional $1,000,000 to be released after a resale registration statement is declared effective. The note is convertible at an initial fixed price of $0.94/share, with monthly redemption conversions allowed at the lower of that price or a discount to recent trading prices, subject to a floor tied to Nasdaq rules.

FingerMotion must seek stockholder approval to issue conversion shares above 19.99% of outstanding common stock, with an exchange cap of 12,256,260 shares absent approval. Conversions are also limited by a 9.99% beneficial ownership cap. The note is secured by a first-priority security interest in substantially all of the company’s personal property, and the placement agent will receive a $200,000 cash commission.

FingerMotion, Inc. CEO Shen Martin Chung-Wen purchased additional company stock in the open market. He bought 1,000 shares of common stock at $0.88 per share. This transaction increased his direct holdings to 752,356 shares of FingerMotion common stock.

FingerMotion agreed to acquire all shares of Nevada-based Telforge through a share exchange for up to 7,333,333 FingerMotion common shares. At closing, 2,333,333 shares will be issued, while 5,000,000 Milestone Shares go into escrow and are only earned if Telforge meets revenue and contract value targets over two earnout periods.

The deal depends on FingerMotion completing at least $1,000,000 in equity financing, with $500,000 of those proceeds provided to Telforge and Telforge holding at least $2,000,000 in cash at closing. FingerMotion also granted registration rights for the new shares and may owe an extra 80,000 shares per month if it misses the 60-day registration filing deadline.