FDCTech, Inc.: agrees to acquire Larstal companies for $2,350,000

What happened

• The filing states that on Oct 6, 2026 the company entered into two related share purchase agreements to acquire Larstal Limited (Larstal UK) and Larstal Denmark ApS (Larstal Denmark). Larstal UK is authorized by the U.K. Financial Conduct Authority as an electronic money institution and Larstal Denmark is authorized by the Danish Financial Supervisory Authority as an electronic money institution. The agreements name Sergio Enrique Fogel Kaplan and Andrés Bzurovski Bay as the UK sellers and AstroPay Global Holdings as the guarantor. The base purchase price is $1,175,000 per target, for an aggregate base price of $2,350,000. The company has not completed the acquisitions.

Key details

• Payments: under each SPA the Base Price is payable with a $117,500 deposit (10%) previously paid under a term sheet dated Aug 3, 2026 and released on execution, a further $117,500 upon submission of the change in control application, interim payments of $60,000 on the 15th day of each calendar month until completion, and the balance at completion; across both SPAs the company’s payments before completion equal $235,000 on execution, $235,000 on submission, and $120,000 per month in interim payments. Deposits, execution payments and interim payments are non-refundable except in the case of fraud.
• Conditions and timing: completion of the UK SPA is conditioned on FCA approval of the change in control (which may not be waived) and other regulatory and operational conditions; completion of the Denmark SPA is conditioned on DFSA matters; the company must submit the change in control applications within 14 days after execution and bears the costs and timing risk of regulatory approvals.
• Other terms: the guarantor has assumed seller obligations and may receive payments; seller warranties include regulatory and financial representations, with aggregate liability capped at amounts received (individual claims below £10,000 excluded and claims must be notified within 1 year after completion); sellers agreed to provide transitional services for up to 8 weeks without charge and thereafter for $30,000 per month.

Why it may matter

• Item reported: Item 1.01 (entry into a material definitive agreement). The item covers the share purchase agreements to acquire Larstal UK and Larstal Denmark, the payment schedule and amounts, conditions to completion including FCA and DFSA approvals, guarantor and indemnity arrangements, and transitional services. A filing does not show why the insider traded or why the company acted.