FingerMotion, Inc. 8-K

What Happened

• FingerMotion, Inc. (FNGR) announced on March 18, 2026 (Form 8-K, Item 7.01) that it entered a Share Exchange Agreement to acquire Telforge, Inc., a Nevada-based cloud voice, messaging and unified communications provider. Under the agreement, Telforge shareholders will exchange their Telforge shares for up to 7,333,333 shares of FingerMotion common stock, subject to closing and earnout conditions.

Key Details

• Total potential consideration: up to 7,333,333 FingerMotion shares.
• Immediate issuance at closing: 2,333,333 "Closing Shares" to be released to Telforge shareholders.
• Earnout/escrow: 5,000,000 "Milestone Shares" placed in escrow and only released if revenue/contract targets are met over two earnout periods:
  • 1st earnout (3 months after closing): cumulative revenue + secured contract value ≥ $2,500,000 → 2,000,000 Milestone Shares earned.
  • 2nd earnout (6 months after closing): cumulative revenue + secured contract value ≥ $5,000,000 → 3,000,000 Milestone Shares earned.
• Unearned Milestone Shares will be forfeited and cancelled. Shares will be issued as restricted securities under an exemption from registration (Rule 144(a)(3)); FingerMotion will provide registration rights as set forth in the agreement.
• Strategic rationale (company statement): Telforge’s platform would allow FingerMotion to manage tens of millions of minutes monthly and expand U.S. operations and service offerings without major additional hardware investment (CEO Martin Shen).

Why It Matters

• This transaction could expand FingerMotion’s telecom/service portfolio and U.S. operating footprint, potentially enabling faster revenue scaling via Telforge’s switching platform.
• Material investor considerations: potential dilution of up to 7,333,333 new FNGR shares (2.33M immediate, 5M contingent), earnout-based realization of value (performance-dependent), restricted nature of issued shares, and registration rights that may affect liquidity timing.
• No financial results or closing date were disclosed in the 8-K; completion depends on satisfaction or waiver of closing conditions and the earnout performance metrics.