FingerMotion, Inc.

false 0001602409 false false false false 0001602409 2026-06-09 2026-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 9, 2026 Date 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 incorporation) (Commission File Number) (IRS Employer Identification No.) 111 Somerset Road , Level 3 Singapore 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 June 9, 2026, FingerMotion, Inc. (the “ Company ” or “ FingerMotion ”) issued a news release to announce that it has entered into a Memorandum of Understanding (the “ MOU ”) with BlueFlare Energy Solutions Inc. (“ BlueFlare ”), an Alberta-based developer, engineer and constructor of behind-the-meter (“ BTM ”) energy and high-performance compute infrastructure, to jointly develop a distributed network of micro-scale edge AI inference compute sites across Western Canada. In conjunction with the MOU, the Company and BlueFlare will also consider a non-binding Commercial Term Sheet (the “ LOI ”), with the first behind-the-meter project to be advanced under the collaboration, a site located in Alberta, Canada and designated PR1 (the “ PR1 Project ”). The draft non-binding LOI reflects the parties’ agreement to proceed and has not been executed. A Distributed Edge AI Inference Network for Western Canada The MOU establishes BlueFlare as FingerMotion’s exclusive partner within the Canadian provinces of Alberta, British Columbia and Saskatchewan for the origination, design, engineering, construction and ongoing support of co-located AI inference compute sites and bitcoin mining sites. The collaboration is built around BlueFlare’s “From Wellhead to Workload” platform and its proprietary BALA™ (BlueFlare Adaptive Load Architecture™) load-following technology. FingerMotion intends to use the collaboration to build a distributed network of micro-scale edge AI inference compute sites, each typically in the 0.5 megawatt (“MW”) to 2 MW range, sited directly behind the meter at producing or recently-producing natural gas fields in Western Canada. The Company believes that, compared to centralized hyperscale data centers, a distributed edge compute model may offer differentiated advantages across the following dimensions: • Energy economics. Direct, BTM access to low-cost on-site natural gas, with electricity generated and consumed without traversing the transmission grid. • Latency. Geographic proximity to regional users and devices, which is particularly relevant for AI inference workloads compared to bulk AI training. • Speed of deployment. Standardized, containerized infrastructure designed for rapid build-out, in contrast to the multi-year build cycles typical of large-scale data centers. • Capital efficiency. Modular site economics that the Company believes can be financed and replicated incrementally across the network. • Resilience. A distributed footprint that is intended to reduce single-site concentration risk relative to centralized facilities. The Role of BlueFlare’s BALA™ Platform BALA™ (BlueFlare Adaptive Load Architecture™) is BlueFlare’s proprietary load-following platform. It is designed to dynamically balance, at each site and in real time, AI inference compute workloads with co-located bitcoin mining loads, with the bitcoin mining load functioning as a load-balancing and gas-continuity mechanism rather than a primary use case. At a network level, BALA™ is designed to allow each site to: • absorb available natural gas generation capacity at all times by flexing the bitcoin mining load up or down as inference compute demand varies; • maintain steady operating temperatures and gas burn profiles regardless of compute load, supporting equipment longevity and emissions performance; and • preserve the economic case for the site even during periods of lower inference demand, by continuing to convert generated electricity into bitcoin mining revenue. FingerMotion believes that BALA™ is a key differentiator of the proposed network, as it is designed to make small-scale, distributed edge compute sites economically viable in a manner that traditional standalone designs have struggled to achieve. PR1 — First Project Under the Collaboration FingerMotion will look at the existing behind-the-meter Bitcoin mining infrastructure and mining hardware at the PR1 site, together with ongoing host-operated energy and operational services to be provided by BlueFlare, subject to satisfactory due diligence, the negotiation and execution of definitive agreements, and other customary closing conditions. Thus, the proposed scope of the LOI will include: • Bitcoin Mining Infrastructure. A 1.0 MW air-cooled Bitcoin mining container (manufactured by TNDS), including container-level electrical distribution, busbar and power distribution, cooling, ventilation and environmental control systems. • Mining Hardware. 120 active Bitmain Antminer S21 Pro 234T ASICs (supplied with a 5% dead-on-arrival buffer of 6 additional units, for 126 units delivered in total), representing aggregate nameplate hashrate of approximately 28.08 PH/s, intended to operate as the BALA™-managed load-balancing layer for the site. • Behind-the-Meter Power Supply. BlueFlare to retain ownership of the on-site natural gas generation equipment and to deliver electricity behind-the-meter to the Company’s hardware. The generation equipment is retained by BlueFlare and would not form part of any acquisition. • Host-Operated Services. Energy supply, power-generation operations and maintenance, and 24/7 network operations centre (NOC) monitoring, provided by BlueFlare on a host-operated basis at a fixed, all-in rate of US$0.03 per kWh delivered for an initial three-year term, with a 3% annual escalation thereafter. • First Inference Compute Build. Subsequent construction by BlueFlare of a 500 kW containerized AI inference compute data center adjacent to the existing infrastructure, which is intended to be the Company’s first operational edge AI inference site under the collaboration. BlueFlare is expected to act as the developer, designer, engineer and construction partner for the inference compute build and the broader site integration, including the deployment of BALA™ across the natural gas gener