Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2025, FingerMotion, Inc. (the "Company"), its indirect wholly owned subsidiary, Shanghai JiuGe Business Management Co., Ltd. ("JiuGe Management"), and Shanghai Jihaohe Information Technology Co., Ltd. ("Shanghai Jihaohe"), entered into an asset purchase agreement (the "Asset Purchase Agreement") pursuant to which the Company caused JiuGe Management to acquire all of the intellectual property (including, without limitation, all of the inventions, software in source code or object code, trademarks, copyrights and trade secrets) underpinning the Company's DaGe platform, in consideration of the issuance by the Company to Shanghai Jiahaohe of 1,500,000 shares of common stock in the capital of the Company. The Asset Purchase Agreement closed on October 2, 2025, and the Company issued the 1,500,000 shares of common stock to Shanghai Jihaohe at a deemed issuance price of $1.57 per share.

The foregoing summary of the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Asset Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

SECTION 2 - FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Asset Purchase Agreement is responsive to and incorporated by reference into this Item 2.01.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

On October 2, 2025, the Company issued 1,500,000 fully paid and non-assessable shares of common stock at a deemed issuance price of $1.57 per share to Shanghai Jihaohe pursuant to the closing of the Asset Purchase Agreement. The Company relied upon the exclusion from the registration requirements of the United States Securities Act of 1933, as amended (the "Securities Act"), for offshore transactions provided by Rule 903(b) of Regulation S promulgated under the Securities Act for the issuance of such shares.