FDCTech Inc

Item 1.01 Entry into a Material Definitive Agreement. Share Purchase Agreements On October 6, 2026, FDCTech, Inc. (the “Company”) entered into two related share purchase agreements to acquire Larstal Limited, a private limited company incorporated in England and Wales (“Larstal UK”), and Larstal Denmark ApS, a Danish private limited company (“Larstal Denmark” and, together with Larstal UK, the “Larstal Companies”). Larstal UK is authorized by the U.K. Financial Conduct Authority (the “FCA”) as an electronic money institution under the U.K. Electronic Money Regulations 2011. Larstal Denmark is authorized by the Danish Financial Supervisory Authority (Finanstilsynet) (the “DFSA”) as an electronic money institution under the Danish Payments Act. Larstal Denmark is currently a wholly owned subsidiary of Larstal UK. The Company entered into (i) a Share Purchase Agreement (the “UK SPA”) with Sergio Enrique Fogel Kaplan and Andrés Bzurovski Bay (together, the “UK Sellers”), who together own all of the issued share capital of Larstal UK, and AstroPay Global Holdings, a Cayman Islands company (the “Guarantor”), and (ii) a Share Purchase Agreement (the “Denmark SPA” and, together with the UK SPA, the “SPAs”) with Larstal UK, as seller, and the Guarantor. Under the UK SPA, the Company will acquire all 6,217,752 issued ordinary shares of Larstal UK from the UK Sellers. Under the Denmark SPA, the Company will acquire all 4,895,729 issued ordinary shares of Larstal Denmark directly from Larstal UK. Under each SPA, the Guarantor has assumed, as primary obligor, the obligations and liabilities of the applicable seller, and all payments due to the seller are payable to the Guarantor or an affiliate it designates. Purchase Price and Payment Terms The economic terms of the two SPAs are substantially the same. Under each SPA, the base purchase price is $1,175,000 (the “Base Price”), for an aggregate Base Price of $2,350,000 under both SPAs. The Base Price under each SPA is payable as follows: (i) a deposit of $117,500 (10% of the Base Price), which the Company paid under a term sheet dated August 3, 2026 and which was released to the seller upon execution of the SPA; (ii) $117,500 (a further 10% of the Base Price) upon submission of the change in control application to the FCA (under the UK SPA) or the DFSA (under the Denmark SPA); (iii) interim payments of $60,000 on the 15th day of each calendar month from execution until completion; and (iv) the balance of the Base Price, after deducting the amounts described in clauses (i) through (iii), at completion. In addition, at completion the Company will pay under each SPA an amount equal to the target company’s regulatory own funds requirement (the “Target Cash”). The purchase price under each SPA is determined on a cash-free, debt-free basis and is subject to a post-completion adjustment based on completion accounts. If the target company’s cash less debt at completion, as finally determined, exceeds the Target Cash, the Company will pay the excess to the seller; if it is less than the Target Cash, the seller will repay the shortfall to the Company. Across both SPAs, the Company’s payments before completion total $235,000 upon execution, a further $235,000 upon submission of the change in control applications, and $120,000 per month in interim payments until completion. The deposits, execution payments and interim payments are non-refundable once paid, including if completion does not occur for any reason and including if the FCA or the DFSA refuses to approve the change in control, except in the case of fraud by the seller. If the Company fails to pay any amount when due and does not cure the failure within the periods specified in the SPAs, interest accrues on the overdue amount and the Guarantor may terminate the applicable SPA and retain all amounts previously paid. Conditions to Completion Completion under the UK SPA is conditioned on, among other things: (i) the FCA approving the change in control of Larstal UK under Part XII of the U.K. Financial Services and Markets Act 2000, which condition may not be waived; (ii) the FCA not having issued any notice, order or direction suspending the voting rights attaching to, or requiring divestment of, the Larstal UK shares, and Larstal UK’s electronic money authorization remaining in full force and effect and not having been suspended, revoked or varied (other than as permitted by the UK SPA); (iii) Larstal UK’s customer-funds safeguarding arrangements remaining in place and unimpaired, and its own funds not falling below the regulatory minimum; (iv) the sellers’ regulatory warranties remaining true and accurate in all material respects at completion, subject to matters disclosed in a completion disclosure letter; and (v) completion of the Denmark SPA occurring before or at the same time as completion of the UK SPA. The Company may waive the condition in clause (v) only if it has first obtained any required DFSA approval of its indirect acquisition of Larstal Denmark through Larstal UK. Completion under the Denmark SPA is subject to corresponding conditions relating to the DFSA and Larstal Denmark and is not conditioned on completion of the UK SPA. Completion under each SPA will occur no later than three business days after its conditions are satisfied. The Company must submit the change in control applications to the FCA and the DFSA within 14 days after execution of the SPAs, and it bears the costs of the applications and the risk of any delay, conditions or refusal in connection with the regulatory approvals. Until completion, the sellers remain the sole owners of the Larstal Companies and retain ultimate authority over their governance and operation. The sellers have agreed to cause the Larstal Companies to operate in the ordinary course and in compliance with applicable regulatory requirements, to consult with the Company before changing key management and control functions, to cooperate in establishing additional banking relationships and in notifying their existing banking partners of the transaction, and to permit the Company to add a trade name to each Larstal Company for purposes of presenting the Company’s transition plan to the regulators. Regulatory Matters Relating to Alchemy Prime Limited The Company’s subsidiary, Alchemy Prime Limited (“APL”), is authorized and regulated by the FCA. At the FCA’s invitation, APL has accepted a voluntary requirement on its Part 4A permission under the U.K. Financial Services and Markets Act 2000 (“FSMA”). In addition, a skilled person review of APL under section 166 of FSMA began on October 24, 2025 and is ongoing. The review has three phases. The first two phases are complete, although APL has not yet received the report on the second phase. The third phase, which tests APL’s onboarding of six clients that APL has been authorized to onboard, remains open. The FCA has also noted APL’s reliance on further capital support from the Company. In assessing the Company’s change in control application relating to Larstal UK, the FCA may consider, among other things, the reputation, regulatory history and financial soundness of the Company and its group, including these matters. The Company cannot predict the outcome of the skilled person review or the effect, if any, of these matters on the outcome or timing of the FCA’s assessment. Termination Each SPA may be terminated (i) by the Company if the applicable regulator objects to the change in control application or imposes conditions on its approval that are not satisfactory to the Company, acting reasonably, in which case the seller and the Guarantor retain all amounts paid by the Company; (ii) by either the Company or the seller if completion has not occurred within 12 months after October 6, 2026 (or a later agreed date), except that the date is automatically extended while the change in control application remains under consideration by the applicable regulator, provided the delay is not due to a failure to promptly file the application or provide information required for it; and (iii) by the Guarantor following an uncured payment default by the Company, as described above. The Company may also terminate the UK SPA if the Denmark SPA is terminated by Larstal UK or the Guarantor in the circumstances specified in the UK SPA. Warranties, Indemnities and Other Terms The SPAs contain warranties by the sellers as to, among other things, title and capacity, regulatory standing (including the electronic money authorization, own funds, safeguarding, anti-money laundering and sanctions compliance), financial position, material contracts, litigation, tax and employment matters. The regulatory warranties are repeated at completion. The sellers and the Guarantor have agreed to indemnify the Company against third-party losses arising from regulatory actions relating to acts, omissions or circumstances occurring before completion and, under the UK SPA, against tax and creditor claims against Larstal UK arising from its sale of Larstal Denmark and the payment of the related consideration to the Guarantor. Except in the case of fraud, the sellers’ and the Guarantor’s aggregate liability under each SPA is capped at the portion of the purchase price actually received, individual warranty claims below £10,000 are excluded, and claims must be notified within one year after completion. The Company has agreed to indemnify the sellers and the Guarantor against third-party claims arising from the Larstal Companies’ use of any trade name added at the Company’s request and from any act of the Company that confers on it control over the management or operation of a Larstal Company before completion. The SPAs do not include any non-competition undertaking by the sellers. The sellers have agreed to cause the Larstal Companies, no later than completion, to enter into a transitional services agreement with Tikrel Investment S.A. (or another group company of the sellers) for the continued supply of systems, technology, premises and brand license arrangements for up to eight weeks after completion without charge, and thereafter for a fee of $30,000 per month. Under the UK SPA, a single transitional services agreement will cover both Larstal Companies, and the fee will not be payable twice for the same period. Before completion, the Company may, with the Guarantor’s consent (not to be unreasonably withheld), assign its rights under either SPA to a subsidiary or affiliate, or bring in one or more strategic partners or investors, subject to any required regulatory approval. The SPAs are governed by the laws of England and Wales, and disputes are subject to arbitration in London under the Rules of Arbitration of the International Chamber of Commerce. Other than the SPAs and the related term sheet, there is no material relationship between the Company or any of its affiliates and the UK Sellers, Larstal UK, Larstal Denmark or the Guarantor. The foregoing descriptions of the UK SPA and the Denmark SPA do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated herein by reference. The SPAs have been included to provide investors with information regarding their terms and are not intended to provide any other factual information about the Company, the Larstal Companies, the sellers or the Guarantor. The warranties and covenants in the SPAs were made solely for purposes of the SPAs, as of specific dates and for the benefit of the parties to them; may be subject to limitations agreed by the parties, including qualification by confidential disclosure letters; and may be subject to standards of materiality that differ from those applicable to investors. Investors should not rely on the warranties or covenants, or any description of them, as characterizations of the actual state of facts or condition of any party. The Company has not completed the acquisition of either Larstal Company. The Company will file any financial statements and pro forma financial information required by Item 9.01 of Form 8-K in connection with completion within the time periods prescribed by that Item. Cautionary Note Regarding Forward-Looking Statements This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisitions of the Larstal Companies, the submission and outcome of the change in control applications to the FCA and the DFSA, the timing of completion, the amount of the purchase price and post-completion adjustments, and the transition of the Larstal Companies’ systems and services. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, including the risk that the FCA or the DFSA does not approve the change in control, delays its approval or imposes conditions that are not acceptable to the Company; the FCA’s assessment of the Company’s suitability as a controller, including in light of the regulatory matters relating to APL described above; the Company’s ability to fund both the capital requirements of APL and the payments due under the SPAs; the risk that the Company forfeits the non-refundable deposits, execution payments and interim payments if completion does not occur; the risk that delays in completion increase the interim payments the Company must make; the Company’s ability to fund the payments due under the SPAs; the condition of the Larstal Companies’ regulatory authorizations, own funds and safeguarding arrangements at completion; the Larstal Companies’ reliance on transitional services after completion; and those risks described in the Company’s Annual Report on Form 10-K and its subsequent periodic reports filed with the Securities and Exchange Commission. Actual results may differ materially. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.