FingerMotion, a mobile services, data, and technology company, announced it has signed a share exchange agreement to acquire Telforge, Inc., a Nevada-based provider of cloud voice and messaging telecommunications services.
Under the terms of the agreement, Telforge shareholders will exchange all of their shares for up to 7,333,333 shares of FingerMotion common stock. At closing, 2,333,333 shares will be issued immediately, while the remaining 5,000,000 shares will be held in escrow and released based on performance milestones tied to revenue and secured contract value.
The earnout structure includes two performance periods. If Telforge achieves at least $2.5 million in combined revenue and secured contract value within three months, 2,000,000 milestone shares will be released. If it reaches $5 million within six months, an additional 3,000,000 shares will be released. Any unearned shares will be forfeited.
FingerMotion said the acquisition aligns with its broader strategy of expanding geographically and strengthening its capabilities in telecommunications infrastructure, analytics, enterprise digitalization, and smart infrastructure solutions. The deal is also expected to provide a U.S.-based operating footprint and enable the company to scale communications traffic across voice, SMS, and data without significant additional capital investment.
Telforge’s platform, which offers cloud-based voice, messaging, and unified communications services, is expected to complement FingerMotion’s existing business and expand its service offerings across new markets.
The company noted that additional transaction details will be disclosed in an upcoming filing with the U.S. Securities and Exchange Commission.
KEY QUOTES
“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.
