FingerMotion Announces Strategic Acquisition of Telforge, Inc.: Key Details for Investors

Summary of the Deal

FingerMotion, Inc. (NASDAQ: FNGR), a technology company specializing in mobile services, data, and technology, has announced a significant development: the signing of a share exchange agreement to acquire Telforge, Inc., a Nevada-based provider of cloud-based voice, messaging, and unified communications solutions.

The acquisition will be conducted through a share exchange, where Telforge’s shareholders will exchange all their outstanding Telforge shares for up to 7,333,333 shares of FingerMotion common stock, subject to specific terms and conditions.

Key Terms and Structure of the Transaction

• At closing, 2,333,333 shares of FingerMotion common stock (referred to as the “Closing Shares”) will be released directly to the Telforge shareholders.
• The remaining 5,000,000 shares (the “Milestone Shares”) will be placed in escrow. These shares will only be released upon the achievement of specific revenue and contract milestones by Telforge over two post-closing earnout periods:
  • First Earnout Period (3 months post-closing): If cumulative revenue plus secured contract value equals or exceeds \$2,500,000, then 2,000,000 Milestone Shares will be earned and released.
  • Second Earnout Period (6 months post-closing): If cumulative revenue plus secured contract value equals or exceeds \$5,000,000, then the remaining 3,000,000 Milestone Shares will be earned and released.
  • Unmet Milestones: Any Milestone Shares that are not earned before the expiration of the applicable earnout period will be automatically forfeited and cancelled.
• All shares issued will be “restricted securities” under U.S. securities law, but the company has agreed to provide registration rights for these shares.
• The complete terms of the transaction will be detailed in a forthcoming Form 8-K filing with the SEC.

Strategic Importance and Growth Potential

This acquisition aligns with FingerMotion’s strategic roadmap, which emphasizes geographical expansion, selective acquisitions in telecom and infrastructure technologies, and the development of advanced analytics, mobility, enterprise digitalization, and smart infrastructure solutions.

Management Commentary: CEO Martin Shen stated that acquiring Telforge will enable FingerMotion to handle tens of millions of minutes of telecommunications, voice, SMS, and data monthly via Telforge’s proprietary switching platform. This will allow FingerMotion to scale and significantly grow annualized revenues without substantial additional capital expenditures or hardware investments. Importantly, the acquisition will provide FingerMotion with a U.S.-based operational model, supplementing its existing business and diversifying its geographic footprint.

Telforge’s suite of cloud-based voice, messaging, and unified communications solutions will expand FingerMotion’s overall service offerings and enhance its ability to serve a broader range of customers across multiple geographic markets.

Why This Matters to Shareholders

• POTENTIAL SHARE PRICE IMPACT: This acquisition is a material event that could be price sensitive. The ability to rapidly scale revenue, expand into U.S. markets, and diversify services is likely to be viewed positively by investors.
• SHARE DILUTION: The issuance of up to 7,333,333 new shares represents potential dilution for existing shareholders. However, the structure ties most new shares to performance milestones, helping align interests and reducing risk.
• STRATEGIC SHIFT: The move signals a shift toward global operations and more diversified revenue streams, which may impact the company’s long-term growth trajectory and valuation.
• FORWARD-LOOKING RISKS: The deal is subject to closing conditions, and there are inherent execution risks, including the ability of Telforge to achieve the required revenue and contract milestones.

About FingerMotion, Inc.

FingerMotion is a technology company with a core focus on mobile payment and recharge platform solutions in China. As its user base grows, the company is developing additional value-added technologies and aiming to create a highly engaged ecosystem of users, with the ultimate goal of serving over 1 billion users in China and expanding to other regional markets.

For more information, visit: FingerMotion.com

Contact Information

FingerMotion, Inc.
Email: [email protected]
Phone: 718-269-3366

Disclaimer

This article contains forward-looking statements based on current expectations, which are subject to risks and uncertainties beyond the company’s control. Actual results may differ materially from those discussed. Investors should not place undue reliance on these statements. This article does not constitute an offer to buy or sell any securities. Please review all official filings and consult financial professionals before making investment decisions.

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