$FDCT news about NSFX.com
https://www.otcmarkets.com/filing/html?id=165...H_dFSKfJth
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: April 10, 2023
(Date of earliest event reported)
FDCTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-56338 81-1265459
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS. Employer
Identification No.)
200 Spectrum Center Drive, Suite 300
Irvine, CA 92618
(Address of principal executive offices, including zip code)
(877) 445-6047
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common FDCT OTCQB
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2022, the Company announced the Stock Purchase Agreement (“Agreement”) under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary NSFX Ltd (“NSFX”). NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). The Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in NSFX. The Company amended the Agreement to February 28, 2023, but not later than June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023.
NSFX has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet Date”). NSFX provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years ending November 30, 2021, and 2020. NSFX has no liabilities other than (i) liabilities reflected in the financial statements and (ii) liabilities incurred in the ordinary course of business since the balance sheet date. PricewaterhouseCoopers (PwC) is the auditor of NSFX.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
The Company has provided technical support and brokerage consulting to all NSFX trading infrastructure since August 2016.
The foregoing description of the Sales Purchase Agreement with NSFX does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 10, 2023, the Company issued a press release announcing NSFX’s acquisition date amendment. We have furnished a copy of the press release as Exhibit 99.1 hereto, which is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Amendment to Stock Purchase Agreement dated February 28, 2023.
99.1 Press release dated April 10, 2023.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FDCTECH, INC.
April 11, 2023 By: /s/ Imran Firoz
Date Imran Firoz
Chief Financial Officer
(Principal Executive Officer)
3
Exhibit 10.1
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the Amendment”) is entered into this 28th day of February 2023 (the “Effective Date of Amendment”) by and among FDCTech, Inc., a Delaware corporation, and Alchemy Prime Holdings Limited, a UK corporation ( together the “Purchasers”) and New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and NSFX Ltd., a wholly-owned subsidiary of New Star, a Malta-based European margin trading broker-dealer (NSFX Ltd and, together with New Star, the “Sellers”).
R E C I T A L S
A. The Purchasers and the Sellers entered into that certain Stock Purchase Agreement effective as of December 31, 2022 (the “Agreement”).
B. The Purchasers and Sellers desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Unless otherwise stated hereinabove, defined terms used in this Amendment shall have the meanings ascribed to such term in the Agreement.
2. The “Effective Date” in the first paragraph of the Agreement is hereby revised to February 28, 2023.
3. Section III Closing, Deliveries, and Adjustment are hereby deleted in its entirety and replaced by the following:
III.1 The purchase and sale of the Shares (the “Closing”) shall occur on a date and time as designated in writing by the parties with at least five business days’ notice, but in no event later than June 30, 2023 (the “Outside Date”). The Closing will be held by the electronic exchange of documents in PDF format or by facsimile without the principals present. The actual date the Closing occurs is referred to herein as the “Closing Date.”
4. Except as specifically modified or amended by the terms of this Amendment, the License Agreement and all provisions contained therein are and shall continue in full force and effect and are hereby ratified and confirmed.
5. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
PURCHASER: ALCHEMY PRIME HOLDINGS LIMITED
By /s/ Gope S. Kundnani Name: Gope S. Kundnani, CEO
PURCHASER: FDCTECH, INC.
By /s/ Mitchell Eaglstein Name: Mitchell Eaglstein, CEO
SELLERS: NEW STAR CAPITAL TRADING LTD.
By /s/ Alkoby Asher Name: Alkoby Asher, President
Exhibit 99.1
FDCTech amends the date of acquisition of its majority controlling position in New Star Capital Trading Ltd. and its subsidiary.
New Star Capital Trading Ltd. (“New Star”) is a parent company of NSFX Ltd (“NSFX”). FDCTech amended the Agreement to comply with the BVI Companies Act requirement for the change of ownership.
Irvine, CA: April 10, 2023, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven acquisition company with a full suite of digital financial services solutions, today announced it had amended the acquisition date of the sales purchase agreement (“Agreement”) from December 31, 2022, to February 28, 2023, or later as required by BVI Companies Act, but no later than June 30, 2023. The Agreement under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”), and its wholly-owned operating subsidiary NSFX Ltd (“NSFX”), an online trading brokerage firm regulated by the Malta Financial Services Authority. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023, once the date of acquisition is finalized per BVI registry requirement.
NSFX is authorized to deal on its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
For consideration and other details, please review SEC filings or the Company’s website for more information on the full results and management’s plan.
NSFX Ltd.
NSFX Limited (the “Company”) is a limited liability company registered under the Companies Act, Cap — 386 of the Laws of Malta, with registration number C 56519. The Malta Financial Services Authority regulates NSFX with a License Number IS/56519. NSFX is authorized to deal on its account as a Category 3 licensed entity by the MFSA, receive and transmit orders on behalf of retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
FDCTech, Inc.
FDCTech, Inc. (“FDC”) is a US-based, fully integrated financial technology company. FDC specializes in buying and integrating small to mid-size legacy financial services companies. FDC develops and delivers technology infrastructure solutions to forex, crypto, wealth management, and other future-proof financial sectors.
Press Release Disclaimer
This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information or statements in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618
https://www.otcmarkets.com/filing/html?id=165...H_dFSKfJth
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: April 10, 2023
(Date of earliest event reported)
FDCTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-56338 81-1265459
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS. Employer
Identification No.)
200 Spectrum Center Drive, Suite 300
Irvine, CA 92618
(Address of principal executive offices, including zip code)
(877) 445-6047
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common FDCT OTCQB
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2022, the Company announced the Stock Purchase Agreement (“Agreement”) under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary NSFX Ltd (“NSFX”). NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). The Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in NSFX. The Company amended the Agreement to February 28, 2023, but not later than June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023.
NSFX has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet Date”). NSFX provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years ending November 30, 2021, and 2020. NSFX has no liabilities other than (i) liabilities reflected in the financial statements and (ii) liabilities incurred in the ordinary course of business since the balance sheet date. PricewaterhouseCoopers (PwC) is the auditor of NSFX.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
The Company has provided technical support and brokerage consulting to all NSFX trading infrastructure since August 2016.
The foregoing description of the Sales Purchase Agreement with NSFX does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 10, 2023, the Company issued a press release announcing NSFX’s acquisition date amendment. We have furnished a copy of the press release as Exhibit 99.1 hereto, which is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Amendment to Stock Purchase Agreement dated February 28, 2023.
99.1 Press release dated April 10, 2023.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FDCTECH, INC.
April 11, 2023 By: /s/ Imran Firoz
Date Imran Firoz
Chief Financial Officer
(Principal Executive Officer)
3
Exhibit 10.1
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the Amendment”) is entered into this 28th day of February 2023 (the “Effective Date of Amendment”) by and among FDCTech, Inc., a Delaware corporation, and Alchemy Prime Holdings Limited, a UK corporation ( together the “Purchasers”) and New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and NSFX Ltd., a wholly-owned subsidiary of New Star, a Malta-based European margin trading broker-dealer (NSFX Ltd and, together with New Star, the “Sellers”).
R E C I T A L S
A. The Purchasers and the Sellers entered into that certain Stock Purchase Agreement effective as of December 31, 2022 (the “Agreement”).
B. The Purchasers and Sellers desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Unless otherwise stated hereinabove, defined terms used in this Amendment shall have the meanings ascribed to such term in the Agreement.
2. The “Effective Date” in the first paragraph of the Agreement is hereby revised to February 28, 2023.
3. Section III Closing, Deliveries, and Adjustment are hereby deleted in its entirety and replaced by the following:
III.1 The purchase and sale of the Shares (the “Closing”) shall occur on a date and time as designated in writing by the parties with at least five business days’ notice, but in no event later than June 30, 2023 (the “Outside Date”). The Closing will be held by the electronic exchange of documents in PDF format or by facsimile without the principals present. The actual date the Closing occurs is referred to herein as the “Closing Date.”
4. Except as specifically modified or amended by the terms of this Amendment, the License Agreement and all provisions contained therein are and shall continue in full force and effect and are hereby ratified and confirmed.
5. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
PURCHASER: ALCHEMY PRIME HOLDINGS LIMITED
By /s/ Gope S. Kundnani Name: Gope S. Kundnani, CEO
PURCHASER: FDCTECH, INC.
By /s/ Mitchell Eaglstein Name: Mitchell Eaglstein, CEO
SELLERS: NEW STAR CAPITAL TRADING LTD.
By /s/ Alkoby Asher Name: Alkoby Asher, President
Exhibit 99.1
FDCTech amends the date of acquisition of its majority controlling position in New Star Capital Trading Ltd. and its subsidiary.
New Star Capital Trading Ltd. (“New Star”) is a parent company of NSFX Ltd (“NSFX”). FDCTech amended the Agreement to comply with the BVI Companies Act requirement for the change of ownership.
Irvine, CA: April 10, 2023, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven acquisition company with a full suite of digital financial services solutions, today announced it had amended the acquisition date of the sales purchase agreement (“Agreement”) from December 31, 2022, to February 28, 2023, or later as required by BVI Companies Act, but no later than June 30, 2023. The Agreement under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”), and its wholly-owned operating subsidiary NSFX Ltd (“NSFX”), an online trading brokerage firm regulated by the Malta Financial Services Authority. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023, once the date of acquisition is finalized per BVI registry requirement.
NSFX is authorized to deal on its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
For consideration and other details, please review SEC filings or the Company’s website for more information on the full results and management’s plan.
NSFX Ltd.
NSFX Limited (the “Company”) is a limited liability company registered under the Companies Act, Cap — 386 of the Laws of Malta, with registration number C 56519. The Malta Financial Services Authority regulates NSFX with a License Number IS/56519. NSFX is authorized to deal on its account as a Category 3 licensed entity by the MFSA, receive and transmit orders on behalf of retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
FDCTech, Inc.
FDCTech, Inc. (“FDC”) is a US-based, fully integrated financial technology company. FDC specializes in buying and integrating small to mid-size legacy financial services companies. FDC develops and delivers technology infrastructure solutions to forex, crypto, wealth management, and other future-proof financial sectors.
Press Release Disclaimer
This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information or statements in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618
