FingerMotion, Inc S-1/A, filed Oct 9, 2026
FingerMotion, Inc. (FNGR)
FingerMotion, Inc.’s counsel opines that up to 25,521,564 shares issued upon conversion of a $5,000,000 note or exercise of a warrant will be validly issued, fully paid and non-assessable. AI summary
As filed with the U.S. Securities and Exchange Commission on October 9, 2026.
Registration No. 333-298698
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FINGERMOTION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 7372 | 46-4600326 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
700 S. Rosemary Ave., Ste 204
West Palm Beach, FL 33401
(347) 349-5339
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jolie Kahn, Esq.
Chief Executive Officer
FingerMotion, Inc.
700 S. Rosemary Ave., Ste 204
West Palm Beach, FL 33401
(561) 217-6379
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Jolie Kahn, Esq.
Chief Executive Officer
FingerMotion, Inc.
700 S. Rosemary Ave., Ste 204
West Palm Beach, FL 33401
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 (File No. 333-298698) of FingerMotion, Inc. (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit 5.1, the opinion of counsel as to the legality of the securities being registered. No other change is made to the Registration Statement.
This Amendment does not contain a prospectus. The prospectus included in the Registration Statement, as filed with the Securities and Exchange Commission on September 1, 2026, is unchanged by this Amendment and is incorporated herein by reference. This Amendment does not amend or restate the prospectus, Part II of the Registration Statement (other than Item 16, Exhibits, solely to reflect the filing of Exhibit 5.1 and the related consent), or any other exhibit previously filed.
Accordingly, this Amendment consists only of the facing page, this explanatory note, the amended exhibit index, the signature page, and Exhibit 5.1 filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
The following exhibit is filed as part of this Amendment. All other exhibits previously filed with, or incorporated by reference into, the Registration Statement remain unchanged and are incorporated herein by reference.
| Exhibit No. | Description | |
| 5.1 | Opinion of Jolie Kahn, Esq. as to the legality of the securities being registered (filed herewith). | |
| 23.2 | Consent of counsel (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on October 9, 2026.
| FINGERMOTION, INC. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Executive Officer | ||
|
(Principal Executive Officer) and Director | |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Jolie Kahn |
Chief Executive Officer (Principal Executive Officer) and Director | October 9, 2026 | ||
| Jolie Kahn | ||||
| Christopher Polimeni* | Principal Financial Officer and Principal Accounting Officer | October 9, 2026 | ||
Yew Poh Leong* |
Director | October 9, 2026 | ||
| Hsien Loong Wong* | Director | October 9, 2026 | ||
| Eng Ho Ng* | Director | October 9, 2026 | ||
| Tuck Seng Low* | Director | October 9, 2026 | ||
| Yang Yeat Choe* | Director | October 9, 2026 |
* By power of attorney. The power of attorney included on the signature page of the Registration Statement filed on September 1, 2026 appoints Jolie Kahn as attorney-in-fact, with full power of substitution, to sign any and all amendments to the Registration Statement. Confirm the remaining signatories against that signature page before EDGAR submission and insert their names.
EXHIBIT 5.1
Jolie Kahn, Esq.
430 Park Avenue, 19th floor
New York, NY 10022
October 9, 2026
FingerMotion, Inc.
700 S. Rosemary Ave., Ste 204
West Palm Beach, Florida 33401
| Re: | Registration Statement on Form S-1 (File No. 333-298698) |
Ladies and Gentlemen:
We have acted as counsel to FingerMotion, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (File No. 333-298698) and the accompanying prospectus (together, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 1, 2026 under the Securities Act of 1933, as amended (the “Act”), as amended by Amendment No. 1 filed solely to include this opinion. The Registration Statement relates to the resale, from time to time, by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (the “Selling Stockholder”) of up to 25,521,564 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. As described in the Registration Statement, the Shares consist of (i) shares of Common Stock issuable upon conversion of a senior secured convertible note dated August 12, 2026 in the outstanding principal amount of $5,000,000 (the “Note”), representing 150% of the maximum number of shares of Common Stock issuable upon conversion of the Note, determined as if the Note were converted in full as of the trading day immediately preceding the initial filing of the Registration Statement, without regard to any limitations on conversion, and (ii) 4,092,993 shares of Common Stock issuable upon exercise of a warrant issued as of the same date (the “Warrant”). The Note and the Warrant were issued pursuant to a Securities Purchase Agreement dated August 12, 2026 (the “Purchase Agreement”), between the Company and the Selling Stockholder. You have requested our opinion as to certain matters under the General Corporation Law of the State of Delaware (the “DGCL”).
For the purpose of rendering our opinion, we have been furnished and have reviewed the following documents:
(i) the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on January 23, 2014, as amended by the Certificate of Designation filed with the Secretary of State on May 16, 2017, the Certificate of Amendment filed with the Secretary of State on June 21, 2017, and the Certificate of Revival filed with the Secretary of State on August 26, 2020 (collectively, the “Certificate of Incorporation”);
(ii) the Amended and Restated Bylaws of the Company in effect since August 20, 2021 (the “Bylaws”);
(iii) the Registration Statement;
(iv) the Purchase Agreement;
(v) the Note;
(vi) the Warrant;
(vii) the Registration Rights Agreement relating to the Note and the Warrant (the “Registration Rights Agreement”); and
(viii) all other documents executed in connection therewith; all documents executed and delivered therewith eing knows as the “Transaction Documents”.
We have not reviewed any documents other than the documents listed above. In particular, we have not reviewed any document, other than those listed above, that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinion stated herein. We have conducted no independent factual investigation of our own, but have relied solely upon the foregoing documents, the statements and information set forth therein, and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.
For purposes of this opinion, we have assumed: (i) that each of the parties to the Transaction Documents other than the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) that each such other party has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder; (iii) that each of the Transaction Documents constitutes the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms; (iv) that each of the Transaction Documents has been duly authorized, executed and delivered by each party thereto other than the Company; (v) that, prior to the issuance of any Shares, the Company will have received the consideration specified in the Board Resolutions, the Purchase Agreement, the Note and the Warrant, which consideration is not and will not be less than the aggregate par value of such Shares; (vi) that, as of the time of any issuance of Shares, the issuance will be duly recorded in the stock ledger of the Company and that, upon issuance, either (a) one or more certificates representing such Shares, containing all legends required by Section 151(f) of the DGCL, will be duly executed and delivered, or (b) if the Shares are uncertificated pursuant to a duly adopted Board resolution, a duly authorized officer will deliver the notice required by Section 151(f) of the DGCL, including any notice or legend required by Section 202 of the DGCL; (vii) that at the time any Shares are issued, the aggregate number of shares of Common Stock then issued, subscribed for or otherwise committed for issuance will not exceed the number of shares of Common Stock the Company is then authorized to issue under the Certificate of Incorporation; and (viii) that neither any party to the Transaction Documents nor any person acquiring Shares upon conversion of the Note or exercise of the Warrant is an “interested stockholder” of the Company within the meaning of Section 203 of the DGCL.
Based upon and subject to the foregoing, and upon our review of such matters of law as we have deemed necessary, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, it is our opinion that the Shares have been duly authorized for issuance by the Company and, when issued upon conversion of the Note or exercise of the Warrant, as applicable, in accordance with the terms of the Note or the Warrant, the Board Resolutions and the other applicable Transaction Documents, will be validly issued, fully paid and non-assessable under the DGCL.
The foregoing opinion is subject to the following exceptions, limitations and qualifications:
A. This opinion is limited to the DGCL currently in effect. We express no opinion on the laws of any other state or jurisdiction, including federal or state securities laws, or on the rules of any stock exchange or other regulatory body. We express no opinion as to the Delaware Securities Act, 6 Del. C. § 73-101 et seq., or any rules promulgated thereunder.
B. This opinion does not cover any agreement or document referred to in, annexed to, or incorporated by reference into any Transaction Document, except the documents expressly listed above.
C. This opinion speaks only as of its date. We have no obligation to update it for changes in law or fact after the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.
Very truly yours,
| /s/ Jolie Kahn | |
| Jolie Kahn, Esq. |