FingerMotion Inc美股招股说明书(2026-06-22版)

This prospectus relates to the resale or other disposition of up to 16,531,931 shares of common stock of FingerMotion, Inc. (the “Company”) that may be offered andsold, from time to time, by the selling stockholder (the “Selling Stockholder”) identified in this prospectus. These 16,531,931 shares represent 200% of the maximumnumber of shares of common stock issuable upon conversion of a senior secured convertible note dated May 13, 2026 in the outstanding principal amount of$5,000,000 (the “Note”), determined as if the outstanding Note was converted in full as of the trading day immediately preceding the date the registration statement ofwhich this prospectus forms a part was initially filed with the U.S. Securities and Exchange Commission (“SEC”) without regard to any limitations on the conversionof the Note. The Note was issued pursuant to a Securities Purchase Agreement, dated May 13, 2026 (the “Purchase Agreement”), between the Company and theSelling Stockholder. We are required to obtain majority stockholder approval to permit the issuance of 20% or more of our outstanding shares of Common Stock (the“Stockholder Approval”) and we intend to seek Stockholder Approval at a special meeting of stockholders. Prior to obtaining Stockholder Approval, the SellingStockholder may only acquire up to 12,256,260 of the Shares underlying the Note upon conversion. We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the shares of common stock issuable inconnection with the conversion or repayment of the Note to satisfy contractual obligations owed by us to the Selling Stockholder pursuant to the Purchase Agreementand documents ancillary thereto. Our registration of the shares of common stock covered by this prospectus does not mean that the Selling Stockholder will offer or sellany of the shares. Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the Selling Stockholder prior to any resale ofsuch shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the shares in this offering. The Selling Stockholder willpay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the shares. We will not receive any proceeds from the resale of shares of our common stock by the Selling Stockholder pursuant to this prospectus. The Note bears an originalprincipal amount of $5,000,000 with an original issue discount of $700,000. At closing of the sale of the Note to the Selling Stockholder pursuant to the PurchaseAgreement, the Company received $3,300,000, with the remaining $1,000,000 of the $4,300,000 aggregate discounted principal amount to be released to the Companyupon the SEC declaring effective the registration statement of which this prospectus forms a part. The Selling Stockholder, or its permitted transferees or other successors-in-interest, may offer the shares of our common stock from time to time through public orprivate transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information abouthow the Selling Stockholder may sell their shares of common stock in the section entitled “Plan of Distribution” in this prospectus. Our shares of common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “FNGR”. On June 10, 2026, the last reported price of ourcommon stock was $0.6342 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplement as required. You should read the entire prospectus and anyamendments or supplements carefully before you make your investment decision. We agreed to bear substantially all of the expenses in connection with the registration and resale of the shares offered hereby (other than selling commissions). Investing in our securities involves a high degree of risk. Before making any investment decision, you should carefully review and consider all the informationin this prospectus, including the risks described under the section of this prospectus entitled “Risk Factors” beginning on page 18. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offence. INTRODUCTORY COMMENTS FingerMotion, Inc. is a Delaware-incorporated holding company. Headquartered in Singapore, the Company focuses on delivering technology-enabled platforms andservices in the People’s Republic of China (“PRC” or “China”, and, unless the context requires otherwise and solely for the purpose of this prospectus, such asdescribing legal or tax matters, authorities, entities, or persons, excludes the Hong Kong Special Administrative Region