8-K
FingerMotion, Inc. (FNGR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 17, 2026Date 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 of<br><br> incorporation) | (Commission File <br><br>Number) | (IRS Employer Identification <br><br>No.) |
| 111 Somerset Road, Level 3Singapore | 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 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
Item 7.01 Regulation FD Disclosure
On February 17, 2026, FingerMotion, Inc. (the “Company” or “FingerMotion”) issued a news release to announce that it has entered into a non-binding Memorandum of Understanding (“MOU”) with Digital Landia Ltd. (“DL”) to explore the development of a minimum viable product (“MVP”) and marketplace initiative for North America.
DL specializes in building proprietary artificial intelligence technology and blockchain-based protocols and frameworks designed to extend B2B platforms into B2C marketplaces. Under the terms of the MOU, the parties intend to evaluate the feasibility of integrating DL’s proposed protocol framework with FingerMotion’s existing mobility data infrastructure to support a potential North American market entry.
The proposed MVP initiative would include:
| · | Development of a North American B2C marketplace utilizing AI and blockchain-based architecture; |
|---|---|
| · | Design of a compliant monetization strategy and customer acquisition cost framework; and |
| --- | --- |
| · | Demonstration of MVP functionality, including performance monitoring and data collection to evaluate monetization<br>potential. |
| --- | --- |
The parties intend to conduct due diligence and assess the technical, regulatory, and commercial feasibility of the proposed integration. Subject to satisfactory completion of due diligence and mutual agreement on terms, the parties may negotiate and enter into a definitive cooperation agreement within approximately sixty (60) days from the date of the MOU.
The MOU is non-binding and does not obligate either party to enter into a definitive agreement. There can be no assurance that a definitive cooperation agreement will be executed or that any transaction or collaboration will be completed. Any future arrangement would be subject to further due diligence, negotiation of final documentation, and applicable approvals.
A copy of the news release is attached as Exhibit 99.1 hereto.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
- 2 -
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits |
| Exhibit | Description |
|---|---|
| 99.1 | News Release dated February 17, 2026 |
| 104 | Cover 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: February 17, 2026 | By: | /s/ Martin J. Shen |
| Martin J. Shen | ||
| CEO and Director |
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FingerMotionSigns Non-Binding Memorandum of Understanding to Explore North American Minimal viable product and Marketplace Initiative
SINGAPORE / Newsfile Corp. / February 17, 2026 – FingerMotion Inc. (NASDAQ: FNGR) (“FingerMotion” or the “Company”), a mobile services, data and technology company, announces that it has entered into a non-binding Memorandum of Understanding (“MOU”) with Digital Landia Ltd. (“DL”) to explore the development of a minimum viable product (“MVP”) and marketplace initiative for North America.
DL specializes in building proprietary artificial intelligence technology and blockchain-based protocols and frameworks designed to extend B2B platforms into B2C marketplaces. Under the terms of the MOU, the parties intend to evaluate the feasibility of integrating DL’s proposed protocol framework with FingerMotion’s existing mobility data infrastructure to support a potential North American market entry.
The proposed MVP initiative would include:
| · | Development of a North American B2C marketplace<br>utilizing AI and blockchain-based architecture; |
|---|---|
| · | Design of a compliant monetization strategy and<br>customer acquisition cost framework; and |
| --- | --- |
| · | Demonstration of MVP functionality, including<br>performance monitoring and data collection to evaluate monetization potential. |
| --- | --- |
The parties intend to conduct due diligence and assess the technical, regulatory, and commercial feasibility of the proposed integration. Subject to satisfactory completion of due diligence and mutual agreement on terms, the parties may negotiate and enter into a definitive cooperation agreement within approximately sixty (60) days from the date of the MOU.
The MOU is non-binding and does not obligate either party to enter into a definitive agreement. There can be no assurance that a definitive cooperation agreement will be executed or that any transaction or collaboration will be completed. Any future arrangement would be subject to further due diligence, negotiation of final documentation, and applicable approvals.
About FingerMotion, Inc.
FingerMotion is an evolving technology company with a core competency in mobile payment and recharge platform solutions in China. 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.
For more information on FingerMotion, visit: https://fingermotion.com/
**Company Contact:**FingerMotion, Inc.
For further information e-mail: info@fingermotion.com
Phone: 718-269-3366
Safe Harbor Statement
Except for the statements of historical factcontained herein, the information presented in this news release constitutes "forward-looking statements" as such term is usedin applicable United States securities laws. These statements relate to analysis and other information that are based on forecasts orfuture results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involvediscussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future 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 statingthat 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. While we believe theseexpectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyondour control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for variousreasons. Factors that could contribute to such differences include, but are not limited to: international, national and local generaleconomic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the abilityof the Company to manage its VIE contracts; the ability of the Company to maintain its relationships and licenses in China; adverse publicity;competition and changes in the Chinese telecommunications market; fluctuations and difficulty in forecasting operating results; businessdisruptions, such as technological failures and/or cybersecurity breaches; and the other factors discussed in the Company's periodicreports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). There canbe no assurance that such statements will prove to be accurate as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in thisnews release and in any document referred to in this news release. The forward-looking statements included in this release are made onlyas of the date hereof. For forward-looking statements in this news release, the Company claims the protection of the safe harbor forforward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to updateor supplement any forward-looking statements whether as a result of new information, future events or otherwise. This news release shallnot constitute an offer to sell or the solicitation of any offer to buy our securities.