FingerMotion to acquire Telforge in stock deal; up to 7.33M shares, earnouts tied to revenue milestones

FingerMotion, Inc.

FingerMotion issues up to 7,333,333 shares (2,333,333 at closing, 5,000,000 milestone shares) for all Telforge shares.
Closing condition: FNGR must raise ≥$1M net equity; Telforge must have ≥$2M cash at close.
Earnout: 2M shares if Cumulative Revenue+Secured Contract Value ≥$2.5M in 3 months; 3M shares if ≥$5M in 6 months.
Registration rights granted; failure to file S-1/S-3 within 60 days triggers 80,000 additional shares per month liquidated damages.
Outside date for closing: April 15, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FingerMotion, Inc. entered into Share Exchange Agreement with Telforge, Inc. and the shareholders of Telforge (effective 2026-03-18).

Action: entry
Agreement: merger
Counterparty: Telforge, Inc. and the shareholders of Telforge
Effective: 2026-03-18

Exact text from the filing

On March 18, 2026, FingerMotion, Inc. (the " Company ") entered into a share exchange agreement (the " Share Exchange Agreement ") with Telforge, Inc. (" Telforge "), a Nevada corporation, and the shareholders of Telforge

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FingerMotion, Inc. filing history →

Source: SEC EDGAR

accession 0001520138-26-000083

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