Agreement/Share Exchange for Acquisition via Florida Special Purpose Vehicle (‘SPV’) of OK.de)
German-managed Fintech investor and incubator, the Nevada-incorporated Fast Finance Pay Corp. (‘FFPP’ on OTCIQ), announces it has agreed in a related party transaction to acquire from FFPP’s majority parent organization, Frankfurt Stock Exchange-traded Fast Finance 24 Holding AG (‘FF24 Holding’; ‘FF24’ on XETRA and Frankfurt), a German private limited company, FF24 Sustainability GmbH (‘FF24 Sustainability’), incorporated in the north-western German State of North Rhine-Westphalia.
Formerly named OK.de, the target contains the OK.de mobile ‘free-mailer’ e-mail and end-to-end secure, encrypted, instant messaging service which attracted the FF24 Holding investment team in Berlin.
Ok.de currently has approximately 2.3 million users of its e-mail service, which to date predominantly addresses only the domestic German consumer market, as does the OK.de IM app., which benefits from access to military-grade encryption software described by attorney and IP law specialist, Armin Dartsch, the Director at FFPP who is non-executive Chairman of the quoted German ‘umbrella’ company, FF24 Holding, as ‘exceptionally robust.’ The IM app, which is not dissimilar in performance and confidentiality to the popular Signal IM app, has particular attractions to a group such as FFPP, where FF24 Holding is concentrating its interests in the burgeoning FinTech segment.
OK.de/FFPP are working with their software development partner to develop functionalities not yet considered ‘standard fare’ in the universe of IM apps, including a uniquely secure mobile crypto-currency wallet with facilities not only to switch between different leading crypto-coins, and between crypto- and major fiat currencies using the app but also to transfer crypto- currencies C2C between app users, securely by means of something as simple as an IM.
Commenting on the logic behind the acquisition of OK.de through SPV OK.de Holding, Inc., Dartsch said, ‘Because of the areas of e-finance our present two subsidiaries, ff24Merchant Services GmbH and ff24 Ventures GmbH, address, which are B2C e-payments processing, and C2C e-banking and cross-border remittances respectively, OK.de not only represents a channel for us to communicate with potential customers for these offerings but it gives us an insight into what people might wish to be able to do in terms of e-financial services, which is where OK.de and its software partners can step in to develop solutions or fill a gap in the market. The logical place in the Fast Finance universe for OK.de had to be alongside our other FinTech businesses, within FFPP.
Although OK.de belonged to FF24 Holding in Berlin, around 12% (twelve per cent.) of the shares of the Florida SPV corporation will go to outside investors who had acquired a contingent interest in the target corporation. Instead of ending up with shares in a private SPV, these are being exchanged for FFPP’s new, Series ‘E’ Convertible Preferred Stock so, when those in Europe who bought a seat at the OK.de table early convert their Series ‘E’ into FFPP common stock, they will in a year’s time also have attained a liquidity event.’
This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of among other things: (i) the Company’s financing plans; (ii) trends affecting the Company’s financial condition or results of operations; (iii) the Company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words “may”, “would”, “will”, “expect”, “estimate”, “anticipate”, “believe”, “intend” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors including the risk disclosed in the Company’s reports filed with the SEC. The Company is not eligible to rely on the safe harbor provided by Section 21E(c) of the Exchange Act because it is not subject to filing periodic reports under Sections 13 or 15(d) of the Exchange Act.
This announcement has been issued after due and careful enquiry and the Directors of Fast Finance Pay Corp take responsibility for it.
Keith, Bayley, Rogers & Co. Limited*
Corporate Adviser to FFPP
* Authorized and regulated by the Financial Conduct Authority of the United Kingdom; please note Keith, Bayley, Rogers & Co. Limited is not an IR / financial PR company
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