Item 5. Other Information
ITEM 5 – OTHER INFORMATION
On July 18, 2024, the Company’s wholly owned
subsidiary, Finger Motion Company Limited (the “ Borrower ”), entered into a loan agreement (the “ Loan Agreement ”)
with Dr. Liew Yow Ming (the “ Lender ”) whereby the Lender agreed to advance a short-term loan facility of SGD$1,500,000
(the “ Loan ”) to the Borrower for working capital purposes. As of the date hereof, the full amount of the Loan has been
drawn upon by the Borrower. Each drawdown portion of the Loan is due one (1) year from the date of the drawdown, unless extended by the
Lender. If the Lender agrees, the Borrower may prepay the whole or any part of the Loan by providing the Lender not less than three (3)
business days prior written notice and subject to payment of interest accrued thereon. Any prepayment of the Loan shall be in an amount
of SGD$50,000 or multiples thereof. The Loan shall bear interest at the rate of 1.50% per month, any such interest to accrue from day
to day and to be calculated based on a 365-day year, and is payable on a monthly basis on or before the last day of each successive month.
The Loan Agreement contains undertakings and covenants of the Borrower whereby the Borrower shall not, without the prior written consent
of the Lender (which consent shall not be unreasonably withheld) (i) effect any form or reconstruction or amalgamation by way of a scheme
of arrangement or otherwise nor approve, permit or suffer any substantial change of ownership or transfer of any substantial part of its
issued capital, (ii) make any loan or advance or extend credit to any person or entity or issue or enter into any guidance or indemnity
or otherwise become directly, indirectly or contingently liable for the obligations of any other person or entity except in the ordinary
course of business, (iii) sell, lease, license alienate, transfer, assign or otherwise dispose of the whole or any part of the undertaking,
property or assets whatsoever and wheresoever situate present or future of the Borrower except in the ordinary course of business, or
(iv) amend or alter any provisions in its Memorandum or Articles of Association or such other equivalent constitutional documents to change
its objects, borrowing or charging powers in such a manner so as to adversely affect the ability of the Borrower to perform or comply
with any one or more of its obligations under the Loan Agreement.
The foregoing description of the Loan Agreement
does not purport to be complete and is qualified in its entirety by reference to the terms of the Loan Agreement, which is filed Exhibit
10.1 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
During our fiscal quarter ended August 31, 2024,
none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase
or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1
trading arrangement” as defined in Item 408(c) of Regulation S-K.
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ITEM 6 – EXHIBITS
The following exhibits are included with this Quarterly Report:
Exhibit
Description of Exhibit
10.1 (*)(†)
Loan Agreement between Finger Motion Company Limited and Dr. Liew Yow Ming, dated July 18, 2024.
31.1 (*)
Certification of Chief Executive Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 (*)
Certification of Chief Financial Officer pursuant to the Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 (**)
Certifications pursuant to the Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS (*)
XBRL Instance Document
101.SCH (*)
XBRL Taxonomy Extension Schema Document
101.CAL (*)
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF (*)
XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB (*)
XBRL Taxonomy Extension Label Linkbase Document
101.PRE (*)
XBRL Taxonomy Extension Presentation Linkbase Document
104 (*)
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101 attachments)
Notes:
(*)
Filed herewith
(**)
Furnished herewith
(†)
Portions of this exhibit have been omitted
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SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FINGERMOTION, INC.
Dated: October 15, 2024
By:
/s/ Martin J. Shen
Martin J. Shen, President, Chief Executive Officer
(Principal Executive Officer) and Director
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.