FDCTech, Inc. has entered into two related share purchase agreements to acquire Larstal UK and Larstal Denmark. The transaction is valued at an aggregate base purchase price of $2,350,000.

Larstal UK is authorized by the U.K. Financial Conduct Authority (FCA) as an electronic money institution, while Larstal Denmark is authorized by the Danish Financial Supervisory Authority (DFSA) under the Danish Payments Act. Larstal Denmark is currently a wholly owned subsidiary of Larstal UK.

Under the agreements, FDCTech will acquire all issued share capital of Larstal UK and Larstal Denmark. The purchase price is determined on a cash-free, debt-free basis and is subject to a post-completion adjustment based on completion accounts. The company will pay an amount equal to the target company’s regulatory own funds requirement at completion.

FDCTech has paid a deposit of $117,500 (10% of the Base Price) under a term sheet dated August 3, 2026. The remaining payments are structured as follows: a further $117,500 upon submission of the change of control application to the FCA or DFSA; interim payments of $60,000 on the 15th day of each calendar month from execution until completion; and the balance of the Base Price at completion. Across both agreements, FDCTech has paid $235,000 upon execution and will pay $120,000 per month in interim payments.

Completion under the UK SPA is conditioned on the FCA approving the change of control of Larstal UK under Part XII of the U.K. Financial Services and Markets Act 2000. Completion under the Denmark SPA is subject to corresponding conditions relating to the DFSA and Larstal Denmark. The company must submit the change of control applications to the regulators within 14 days after execution of the SPAs.

The agreements include warranties and indemnities regarding title, regulatory standing, financial position, and material contracts. The sellers and the Guarantor have agreed to indemnify the company against third-party losses arising from regulatory actions occurring before completion. The sellers have also agreed to cause the Larstal Companies to enter into a transitional services agreement with Tikrel Investment S.A. for the continued supply of systems, technology, and premises for up to eight weeks after completion, after which a fee of $30,000 per month will apply.