FDCTech's $2.35 million Larstal deals are not closed
FDCTech signed Larstal UK and Denmark electronic-money deals on October 6 at a $2.35 million base. Neither has closed, and early cash is largely non-refundable.
Having tracked brokerage groups buying payment licences, rather than banks buying the rails, I do not treat FDCTech's Larstal signing as a completed electronic-money deal. On October 6, 2026, FDCTech, Inc. signed two share purchase agreements for Larstal Limited and Larstal Denmark ApS, disclosed in a Form 8-K filed on October 14. The combined base price is $2,350,000. Neither firm has been bought. Cash paid before completion is largely non-refundable, even if the Financial Conduct Authority (FCA) or the Danish Financial Supervisory Authority (Finanstilsynet) refuses the change in control.
Shares completed its purchase of Treezor only after every condition to close had been met. FDCTech has released deposits and still does not own either licence. The news list on fdctech.com and GlobeNewswire releases through the August 17, 2026 results carry no Larstal announcement.
What the base price does not cover
Each base price is $1,175,000. Sergio Enrique Fogel Kaplan and Andrés Bzurovski Bay own Larstal Limited. The UK agreement gives each of them 3,108,876 ordinary shares of £0.01, or 6,217,752. The Denmark agreement sells all 4,895,729 ordinary shares of Larstal Denmark ApS, at EUR 1 each. The 8-K calls that firm a wholly owned subsidiary. AstroPay Global Holdings, a Cayman Islands company, guarantees both as primary obligor, and seller payments go to it or to an affiliate it names. The only other relationship the 8-K discloses is a term sheet dated August 3, 2026.
A $117,500 deposit on each agreement was released on signing. Another $117,500 on each is due when the application is filed, and $60,000 on each is due on the 15th of every month until completion. That is $235,000 already out, $235,000 more at filing, and $120,000 a month for the wait. At completion FDCTech still pays the rest of the base price plus each target's regulatory own funds. Early sums stay paid if approval is refused, except for seller fraud.
The UK licence cannot close alone
Larstal Limited is an electronic money institution authorised by the FCA under the Electronic Money Regulations 2011. Larstal Denmark ApS is authorised by Finanstilsynet under the Danish Payments Act. FCA approval under Part XII of the Financial Services and Markets Act 2000 cannot be waived. Denmark can complete without the UK deal. The UK deal cannot complete unless Denmark completes with it, unless FDCTech has any required Danish approval of an indirect purchase and waives that link.
Applications are due within 14 days after October 6, 2026. The October 14 report does not say they have been filed, and the sellers keep ownership until completion. A 12-month longstop from October 6, 2026 extends while an application is still under review, unless the buyer caused the delay. Walking away because a regulator objects, or sets conditions, does not return the early cash.
A company number that is not Larstal's
Both agreements call Larstal Limited company number 10613069, at Kirk Rice LLP, Victoria House, 178-180 Fleet Road, Fleet. Companies House gives 10613069 to Vintage Beauty Sprotbrough Ltd, dissolved on February 27, 2018. Larstal Limited is 11970628, active since April 30, 2019, at that Fleet address. 10613069 is not Larstal's number. The UK agreement also still has square brackets around a reference to FCA requirements from April 11, 2024. Chief Financial Officer Imran Firoz signed the 8-K.
What the FCA already has open
Alchemy Prime Limited, an FCA-authorised FDCTech subsidiary, accepted a voluntary requirement on its Part 4A permission at the FCA's invitation. A skilled-person review under section 166 began on October 24, 2025. Two phases are done, the second-phase report has not arrived, and a third phase testing six client onboardings is open. The 8-K says the FCA may weigh that history, including Alchemy Prime's need for further capital from FDCTech, in the Larstal UK assessment.
Finanstilsynet, the FCA, the guarantor and the sellers have not commented in the sources I opened. Nor have OpenPayd or Wallester, named in the UK agreement as material-contract counterparties. The same contract lets FDCTech add a trade name that the clause says is not Astropay. NEOPAY's noon payments purchase is still waiting on approvals, PawaPay's Mozambique payments licence has already been granted, and Qippay's stake is agreed with the close still open. None of those is a payments deal that bills the buyer for a licence it does not yet own.
What has to show up next
Except for fraud, liability is capped at the price received. The 8-K says a refusal, the Alchemy Prime review, or a longer wait can leave the non-refundable sums behind, and accounts wait until a completion under Item 9.01. The next fact to check is not a closing release. It is whether the applications are filed within 14 days after October 6, 2026, and whether 10613069 is corrected before a regulator is asked to approve a controller of that number.
Reporting by Rick Steves. Filed 16 October 2026, 07:26 GMT.
Senior Reporter, Regulation and Fintech
Rick Steves has seen business and economics through many lenses. He joined the financial services industry in 2009, and has been a financial journalist since 2011.
