FingerMotion, Inc S-1/A, filed Oct 14, 2026
FingerMotion, Inc. (FNGR)
FingerMotion, Inc. filed an updated CT International LLP auditor consent dated October 14, 2026, relating to financial statements for the fiscal years ended February 28, 2026 and 2025; the report includes an explanatory paragraph about FingerMotion, Inc.’s ability to continue as a going concern. AI summary
As filed with the U.S. Securities and Exchange Commission on October 14, 2026.
Registration No. 333-298698
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 2
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
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
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. 2 (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 an updated Exhibit 23.1, the consent of auditor, dated the date hereof. 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 | |
| 23.1 | Consent of Auditor, dated October 14, 2026. |
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 14, 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 14, 2026 | ||
| Jolie Kahn | ||||
| Christopher Polimeni* | Principal Financial Officer and Principal Accounting Officer | October 14, 2026 | ||
Yew Poh Leong* |
Director | October 14, 2026 | ||
| Hsien Loong Wong* | Director | October 14, 2026 | ||
| Eng Ho Ng* | Director | October 14, 2026 | ||
| Tuck Seng Low* | Director | October 14, 2026 | ||
| Yang Yeat Choe* | Director | October 14, 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 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the reference to our firm under the caption “Interests of Named Experts and Counsel” in the Form S-1 Registration Statement and the use therein of our report dated May 29, 2026 relating to the consolidated financial statements of FingerMotion, Inc. for the fiscal years ended February 28, 2026 and 2025, which is part of this Registration Statement. Our report contains an explanatory paragraph regarding FingerMotion, Inc.’s ability to continue as a going concern.
/s/ CT International LLP
San
Francisco, California
October 14, 2026