Form 8-K

8-K — FingerMotion, Inc.

Accession: 0001493152-26-039927

Filed: 2026-08-25

Period: 2026-08-24

CIK: 0001602409

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

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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

August

24, 2026

Date

of Report (Date of earliest event reported)

FINGERMOTION,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41187

46-4600326

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

111

Somerset Road, Level 3

Singapore

238164

(Address

of principal executive offices)

(Zip

Code)

(347)

349-5339

Registrant’s

telephone number, including area code

Not

applicable.

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K 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 (Section 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging

growth company ☐

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

August 24, 2026, FingerMotion, Inc. (the “Company”) issued a press release containing a letter to shareholders from Jolie Kahn,

the Company’s Chief Executive Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

99.1

Press Release dated August 24, 2026

104

Cover

Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

- 2 -

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:

August 24, 2026

By:

/s/

Jolie Kahn

Jolie

Kahn

CEO

and Director

- 3 -

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

FingerMotion

CEO Jolie Kahn Issues Letter to Shareholders

WEST

PALM BEACH, FL / GLOBENEWSWIRE / August 24, 2026 / FingerMotion, Inc. (Nasdaq: FNGR)

Dear

FingerMotion Shareholders:

Artificial

intelligence is driving demand for computing capacity faster than the power grid can deliver. Conventional data centers take years to

build and interconnect. FingerMotion intends to address this gap with modular, behind-the-meter compute infrastructure in North America—capacity

built in stages, sited where power already exists, and matched to visible demand.

Since

becoming Chief Executive Officer earlier this month, I have been working with our Board, management team and strategic partners to establish

a disciplined path into the enterprise AI and compute-infrastructure market while preserving and strengthening FingerMotion’s existing

business. This letter outlines the opportunity we see and the measured approach we intend to take.

The

Board and management take their fiduciary duties seriously. Every decision is evaluated against the long-term interests of the Company

and all its shareholders. Our approach emphasizes commercial validation, prudent financing, clear contractual rights, and disciplined

capital deployment. We will not pursue growth merely to announce larger projects.

FingerMotion

continues to operate its mobile data, payment, and recharge platform business in China. Management remains focused on improving efficiency,

cash conversion, and profitability of that platform.

Our

primary focus is a deliberate expansion into modular AI and high-performance computing infrastructure in North America. Rather than a

single multibillion-dollar hyperscale campus, we are evaluating smaller, modular facilities that can be deployed incrementally in response

to contracted or demonstrable customer demand. This approach is intended to reduce initial development risk and shorten timelines compared

with traditional hyperscale projects.

central element is access to reliable, economically attractive power. In Western Canada, we are evaluating behind-the-meter facilities

located near natural-gas resources, allowing electricity to be generated and consumed on site rather than transmitted through the public

grid. If successful, this model can provide greater control over power availability and cost while avoiding many grid-interconnection

delays.

Our

first step in the execution of our plan was the recent acquisition of a 9.9% interest in Lyken AI Computing Inc. (operating as Lyken.AI).

Lyken provides access to outsourced cloud-compute capacity and is developing an integrated enterprise offering that spans compute infrastructure,

secure storage, private low-latency networking, and deployment support. Many enterprise customers need more specialized infrastructure

than retail colocation provides yet lack the scale to contract directly with hyperscale operators. That underserved segment is one of

the markets we intend to address.

Progress

will be measured against specific operating and commercial milestones, including:

● Continued

execution and improved cash management in our existing business;

● Completion

of technical, legal, and financial due diligence on the initial project;

● Negotiation

of definitive site, equipment, hosting, power, and construction agreements;

● Development

of a detailed capital budget, deployment schedule, and AI hardware procurement plan;

● Confirmation

of network connectivity, permitting, and regulatory requirements;

● Securing

customers or commercially supportable indications of demand before committing substantial

capital; and

● Integration

of Lyken’s enterprise-compute capabilities and customer pipeline into the broader strategy.

Capital

discipline will be essential. The Company recently completed financing transactions intended to provide additional working capital. We

intend to deploy that capital in stages, aligning major expenditures with completed diligence, binding commercial arrangements, and identifiable

demand.

are also strengthening the leadership and financial capabilities required to execute this strategy. My background includes serving as

chief executive officer of a digital asset treasury company, general counsel to one of the largest publicly traded Bitcoin mining companies

in North America, and interim chief financial officer to several Nasdaq-listed companies, with experience structuring complex debt and

equity financings, mergers, and acquisitions. Chris Polimeni recently joined FingerMotion as Chief Financial Officer. He brings more

than 35 years of financial leadership across multiple industries, with depth in mergers and acquisitions, capital raising, SEC reporting,

auditing, and financial planning—experience that will be important as we establish the financial controls, project-evaluation standards,

and reporting processes needed for the Company’s next phase.

a publicly traded company, our shares trade in the open market. Management does not control, and does not have visibility into, the identity

of buyers or sellers on any given day, and we do not comment on individual trading activity. Our responsibility is to execute the strategy,

communicate material information accurately, comply with our obligations under the federal securities laws, and work to create sustainable

value. Credibility must be earned through execution, transparency, and results.

Constructive

engagement is welcome. Shareholders with questions are encouraged to reach out through Investor Relations at ir@fingermotion.com.

the coming months, our communications will focus on tangible progress: definitive agreements, validated project economics, customer relationships,

financing arrangements, deployment milestones, and ultimately revenue and cash-flow generation.

appreciate the opportunity to lead FingerMotion at this pivotal stage. Substantial work lies ahead, but the convergence of enterprise

AI demand, distributed computing, and behind-the-meter energy creates an opportunity worth pursuing carefully and deliberately. The Board

and management are committed to doing that work with financial discipline, transparency, and a clear focus on long-term shareholder value.

Sincerely,

Jolie

Kahn

Chief

Executive Officer and Director

Investor

Relations

ir@fingermotion.com

www.fingermotion.com

About

FingerMotion, Inc.

FingerMotion

is a technology company serving a growing base of users across the mobile payment, recharge, and data-analytics markets in the People’s

Republic of China. The Company continues to develop new tools and services for those users, with the long-term objective of expanding

that base organically into a large and highly engaged community — scale the Company believes will support relationships with larger,

higher-value customers over time. The Company also evaluates emerging technologies for adjacent opportunities.

FingerMotion

is extending that strategy into the enterprise AI and cloud compute market through its equity position in Lyken AI Computing Inc. Under

the terms of the transaction, the Company may increase that position over time, subject to the conditions set out in the definitive agreements.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, and is intended to be covered by the safe harbor provisions of the

Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s

strategy for the enterprise computing market; the intended scope, components, delivery model and competitive positioning of the Company’s

enterprise compute offering; expected access to capacity, vendors, data centers, connectivity and power; anticipated go-to-market activity,

customer demand, pipeline conversion and revenue; and expectations regarding cost of power and delivered compute economics.

Forward-looking

statements are typically identified by words such as “will”, “intend”, “anticipate”, “expect”,

“believe”, “plan”, “potential”, “project”, “estimate”, “target”,

“continue”, “position”, “may”, “might”, “could” and “should”.

These statements are predictions based on assumptions, including that the Company will be able to identify, contract and deliver commercially

viable enterprise compute offerings; and that general economic, capital-market, technology and regulatory conditions will not change

materially.

Forward-looking

statements are not guarantees of future performance. Actual results could differ materially due to risks and uncertainties including

the Company’s limited operating history in enterprise computing; competition from hyperscale and specialized compute providers;

GPU, data-center, power and supply-chain constraints; inability to convert pipeline opportunities into binding contracts; customer non-renewal,

termination or delayed purchasing decisions; pricing pressure and rapid technological change; the availability and cost of capital required

to expand the Company’s business; restrictions on the issuance, listing, transfer or resale of securities; fluctuations in FingerMotion’s

share price or foreign-exchange rates; third-party consent and confidentiality limitations; and different accounting or tax outcomes

than expected. This list is not exhaustive.

Additional

information concerning these and other risk factors is contained in FingerMotion’s most recent Annual Report on Form 10-K and subsequent

filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. All forward-looking statements are expressly

qualified by these cautionary statements and are made as of the date of this press release. FingerMotion undertakes no obligation to

update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required

by applicable law.

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