FDCTech Inc (FDCT)

[BigBadWolf]

MBA side again as the press release language states that

The Seller has agreed to a 45-day exclusivity period for the Company to conduct due diligence and negotiate a definitive Share Purchase Agreement (SPA).

To date since FDCTech has not filed or announced any follow-up confirming (a) an executed Share Purchase Agreement (SPA) or (b) a formal extension of the LOI.

So lets break down what the aforementioned wording actually means.
FDCTech had exclusive negotiation rights for 45 days until September 20, 2025. After that period, Xoala (Steven AB) could talk to other buyers, unless both sides mutually extended the exclusivity in writing. to date not done
The LOI is non-binding except for that exclusivity, confidentiality, and governing-law section so neither side must close the deal. So, the 45-day expiration doesn’t automatically void the whole LOI, but it ends FDCT’s exclusivity advantage unless renewed.

FTCD being SEC-reporting they would be required to file an 8-K Item 1.01 (Material Agreement) once a definitive SPA is signed, not necessarily for an LOI extension unless it’s material. (in this case under normal reporting standards it would be) They are not legally required to issue a new press release or filing when the LOI expires or is extended, unless they want to maintain investor transparency. In practice, most OTC companies rarely issue formal “extension” updates they simply go silent. Which I will add is not illegal, but it’s a red flag for credibility because it leaves investors assuming progress that may not exist.

Now after further digging there is also No Swedish disclosure (Finansinspektionen / Bolagsverket filings) that indicates a pending acquisition by a U.S. entity.
Sadly that increases the chances that it’s very likely the deal is either dormant or dead. If it were live, one of the following would certainly have occurred:
(a) FDCT filed a material event update (8-K or OTC disclosure);

(b) XOALA acknowledged a change in ownership control in Swedish filings; or

(c) An updated timeline or “extension of LOI” announcement appeared.