FingerMotion, a mobile services, data, and technology company, announced that it has entered into a share exchange agreement to acquire Telforge, Inc., a Nevada-based provider of cloud voice, messaging, and unified communications solutions.
Under the agreement, Telforge shareholders will exchange all of their outstanding shares for up to 7.33 million shares of FingerMotion common stock. The transaction includes 2.33 million shares to be issued at closing and up to 5 million additional shares held in escrow, contingent on performance-based earnout milestones tied to revenue and secured contract value over two post-closing periods.
Specifically, 2 million milestone shares will be released if Telforge achieves at least $2.5 million in cumulative revenue and secured contract value within three months of closing, while an additional 3 million shares will be released if the combined metric reaches $5 million within six months. Any unearned milestone shares will be forfeited.
The shares issued in the transaction will be restricted securities under applicable U.S. securities laws, with registration rights to be provided as outlined in the agreement. The deal remains subject to customary closing conditions.
The acquisition is aligned with FingerMotion’s broader strategy of expanding geographically and selectively acquiring telecommunications and infrastructure technology assets. The company expects the transaction to enhance its service portfolio and strengthen its ability to deliver telecom solutions across wider markets.
Telforge’s platform is expected to complement FingerMotion’s existing operations by enabling the company to manage high volumes of telecommunications traffic, including voice, SMS, and data, while supporting scalable revenue growth without significant additional capital investment.
Further details about the transaction are expected to be disclosed in an upcoming filing with the U.S. Securities and Exchange Commission.
KEY QUOTE:
“The acquisition of Telforge would provide FingerMotion with the ability to manage and run tens of millions of minutes monthly – telecommunications, voice, SMS and data messages and calls – via its proprietary switching platform. Upon closing this acquisition we expect to be able to scale and significantly grow annualized revenues without having to add hardware and capital costs. This would also supplement our existing business by giving us a U.S. based operating model.”
Martin Shen, CEO of FingerMotion, Inc.
