FingerMotion Inc美股招股说明书(2025-10-23版)

FINGERMOTION, INC. Up to $50,000,000 of Sharesof Common Stock Fingermotion, Inc. (which we refer to as “FingerMotion,” the “Company,” “we” or “us”) has entered into an at-the-market issuance salesagreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (the “Sales Agent”), relating to shares of our common stock, par value$0.0001 per share, offered pursuant to this prospectus supplement and the accompanying base prospectus (together, the “Prospectus”). Inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to$50,000,000 from time to time through the Sales Agent. Our shares of common stock are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FNGR.” On October 21, 2025, the closingprice of our shares of common stock on the Nasdaq was $1.54 per share of common stock. Sales of our common stock, if any, under this Prospectus may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through Nasdaq, theexisting trading market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to thesales agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing marketprices, and/or in any other method permitted by law. If we and the Sales Agent agree on any method of distribution other than sales of shares ofour common stock into the Nasdaq or another existing trading market in the United States at market prices, we will file a further prospectussupplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Sales Agent will act as salesagent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The Sales Agent will be entitled to a placement fee of 2.5% of the gross sales price per share sold. In connection with the sale of our shares ofcommon stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of the Sales Agent will be deemed to be underwriting commissions or discounts. Investing in our securities involves risks. Before buying any of our securities, you should read the discussion of material risks of investingin our securities in the “Risk Factors” section beginning on page S-12 of this prospectus supplement and the “Risk Factors” sectionbeginning on page 16 of the accompanying base prospectus and in the documents incorporated by reference herein and therein, includingthe “Risk Factors” section of our quarterly report on Form 10-Q for the period ended August 31, 2025. Neither the United States Securities Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. R.F. Lafferty & Co., Inc. The date of this prospectus supplement is October 23, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-12USE OF PROCEEDSS-16DILUTIONS-16DESCRIPTION OF SECURITIES WE ARE OFFERINGS-17MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-17PLAN OF DISTRIBUTIONS-22LEGAL MATTERSS-24EXPERTSS-24WHERE TO FIND ADDITIONAL INFORMATIONS-24INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-24 BASE PROSPECTUS INTRODUCTORY COMMENTS2ABOUT THIS PROSPECTUS8REFERENCES9PROSPECTUS SUMMARY10RISK FACTORS16CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS39USE OF PROCEEDS40DESCRIPTION OF COMMON SHARES40DESCRIPTION OF WARRANTS41DESCRIPTION OF SUBSCRIPTION RECEIPTS43DESCRIPTION OF UNITS46PLAN OF DISTRIBUTION47MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES49LEGAL MATTERS54EXPERTS54TRANSFER AGENT AND REGISTRAR54RECENT DEVELOPMENTS54DOCUMENTS INCORPORATED BY REFERENCE54 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission, or the“SEC,” using a shelf registration process and consists of two parts. The first part is the prospectus supplement, including the documentsincorporated by reference herein, which describes the specific terms of this offering. The second part, the accompanying base prospectus, whichincludes the documents incorporated by reference therein, provides more general information. In general, when we refer only to the“Prospectus,” we are referring to both parts of this document combined. Before you invest, you should carefully read this prospectus