8-K - FNGR - Equibles

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

May12, 2023Date of Report (Date of earliest event reported)

FINGERMOTION, INC.

****(Exact name of registrant as specified in its charter)

Delaware	001-41187	20-0077155
(State<br> or other jurisdiction of incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification No.)
1460 Broadway New York, New York	10036
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

(347)

349-5339 Registrant’s telephone number, including area code

Notapplicable.(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol (s)	Name<br> of each exchange on which registered
Common<br> Stock	FNGR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐

If 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. ☐

SECTION

7 – REGULATION FD

Item7.01 Regulation FD Disclosure

On May 12, 2023, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release to announce that it has entered into a cooperation agreement between Migu Video Technology Co., Ltd. (“Migu Video”) and FingerMotion, Inc.’s contractually controlled subsidiary, Shanghai JiuGe Information Technology Co., Ltd., to start in-depth collaboration on overseas hardware and terminal business.

Migu Video is a wholly-owned subsidiary of China Mobile's Migu Culture Technology Co., Ltd. which is the sole streaming content producer of Migu Culture in the video field. It is regarded as the first to establish a Multi-channel network (“MCN”) in China. Overseas growth is an essential element of the MCN of Migu Video. Another key element is the research and development of international standards that highlight Chinese culture and art. The final element is the establishment of an international video sharing platform. Through this cooperation agreement the Company seeks to collaborate with Migu Video to develop a solution to fully combine the Company’s innovative product research & development capabilities and resource integration capabilities in order to expand into the international streaming market with Migu Video.

This cooperation agreement sets the stage for FingerMotion to build synergies in the development of an international streaming content aggregator and highlight FingerMotion’s brand differentiation advantages in international markets.

This cooperation agreement will help FingerMotion implement its strategic plan of "domestic precision and overseas extension" in 2023. The initial focus will be on Migu Video, ensuring that its entire network of users, which currently exceeds 100 million (according to the TongbiCapital article published on March 23, 2023: https://tongbicapital.com/news/detail?_id=641cf65c3e0a126c88703834), can see the optionality and customizable options of Migu Video.

In a subsequent phase of the collaboration with Migu Video, the two parties plan to focus on establishing a sales organization, product optimization, and portal upgrade in expectation of bringing more innovative services to customers while continuously improving the social value of the overseas hardware and terminal business. Within the next two years, the Company and Migu Video anticipate that they will serve more than 10 million overseas users and more than 10 overseas countries, and the Company intends to gradually expand its own sub-brands with overseas hardware and terminal as a core line of business.

AboutMigu Video

Migu Video is a subsidiary of Migu Culture Technology Co., Ltd. (referred to as "Migu Company") is an integrated professional subsidiary established by China Mobile for the mobile Internet field and is responsible for product provision, operation and service in the field of digital content. It is China Mobile's music, video, reading, games, and animation digital business segments, with five subsidiaries including Migu Music, Migu Video, Migu Digital Media, Migu Interactive Entertainment, and Migu Animation. At present, Migu Company has become a leading full-scene brand immersion platform in China, bringing together more than 35 million+ songs, 4.6 million videos, 600,000+ books, 1,100+ games, and 750,000 episodes of animation and comics. Facing the future, Migu plans to vigorously explore the operation innovation of "Internet + digital content", combine content incubation with channel cooperation, focus on cross-field IP operations, and actively create four new media integration, digital content aggregation, copyright transactions, and content entrepreneurship and innovation. A large platform dedicated to bringing changes in entertainment lifestyles to users.

A copy of the news release is attached as Exhibit 99.1 hereto.

SECTION

9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits
---	---
Exhibit	Description
---	---
99.1	News<br> Release dated May 12, 2023
104	Cover<br> Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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: May 12, 2023	By:	/s/ Martin J. Shen
		Martin J. Shen
		CEO

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Exhibit99.1

FingerMotionEnters into Cooperation Agreement Seeking to Expand into Overseas Hardware and Terminal Business with Migu Video Technology Co. Ltd.

NEW YORK, NY, May 12, 2023 (GLOBE NEWSWIRE) -- FingerMotion, Inc. (NASDAQ: FNGR) (the “Company” or “FingerMotion”), a Big Data company with revenue streams from mobile recharge, SMS, and Insuretec services, announced today that it has entered into a cooperation agreement between Migu Video Technology Co., Ltd. (“Migu Video”) and FingerMotion, Inc.’s contractually controlled subsidiary, Shanghai JiuGe Information Technology Co., Ltd., to start in-depth collaboration on overseas hardware and terminal business.

AboutMigu Video

AboutFingerMotion, Inc.

FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. It is one of only a few companies in China with access to wholesale rechargeable minutes from China's largest mobile phone providers to service their consumers. As the user base of its primary business continues to grow, the Company is developing additional value-added technologies to market to its users. The vision of the Company is to rapidly grow the user base through organic means and have this growth develop into an ecosystem of users with high engagement rates utilizing its innovative applications. Developing a highly engaged ecosystem of users would strategically position the Company to onboard larger customer bases. FingerMotion eventually hopes to serve over 1 billion users in the China market and eventually expand the model to other regional markets.

CompanyContact:

FingerMotion, Inc.

For further information e-mail: info@fingermotion.com

Phone: 718-269-3366

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InvestorRelations Contact:

Skyline Corporate Communications Group, LLC

Scott Powell, President

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Office: (646) 893-5835

Email: info@skylineccg.com

Safe Harbor Statement

Exceptfor the statements of historical fact contained herein, the information presented in this news release constitutes "forward-lookingstatements" as such term is used in applicable United States securities laws. These statements relate to analysis and other informationthat are based on forecasts or future results, estimates of amounts not yet determinable and assumptions of management. Any other statementsthat express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions orfuture events or performance (often, but not always, using words or phrases such as "expects", or "does not expect","is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends",or stating that certain actions, events or results "may", "could", "would", "might" or "will"be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements".We have based these forward-looking statements on our current expectations about future events or performance, including expected revenues.While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties,many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-lookingstatements for various reasons. Factors that could contribute to such differences include, but are not limited to: international, nationaland local general economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast itsgrowth; the ability of the Company to manage its VIE contracts; the ability of the Company to maintain its relationships and licensesin China; adverse publicity; competition and changes in the Chinese telecommunications market; fluctuations and difficulty in forecastingoperating results; business disruptions, such as technological failures and/or cybersecurity breaches; and the other factors discussedin the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov).There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements containedin this news release and in any document referred to in this news release. The forward-looking statements included in this release aremade only as of the date hereof. For forward-looking statements in this news release, the Company claims the protection of the safe harborfor forward-looking statements contained in the Private Securities Litigation Report Act of 1995. The Company assumes no obligation toupdate or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news releaseshall not constitute an offer to sell or the solicitation of any offer to our securities.

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