FingerMotion, Inc. — Form S-1

FingerMotion (market cap ~$72.8M) issued an $5M senior secured convertible note to Alto Opportunity Master Fund, SPC on August 12, 2026, with $700K original issue discount. At closing, the company received $1.3M immediately, with $3M held in escrow pending milestones. The note converts at $0.35/share initially or 90% of 7-day VWAP (floored at 20% of Nasdaq minimum); conversion could yield up to 25.5M shares (150% of max). Separately, new CEO Jolie Kahn (appointed August 4) announced strategic shift toward behind-the-meter AI data center operations in North America via partnership with BlueFlare Energy, alongside existing China telecom business. Company acquired 9.9% stake in Lyken AI Computing for 1.67M restricted shares on August 17.