Fast Finance Pay Corporation (ID)【FFPP】株式ニュース

$SVAP STANDARD VAPE CLOSES ON RTO WITH FAST FINANCE HOLDING
Press Release | 05/12/2021
STANDARD VAPE CLOSES ON RTO WITH FAST FINANCE HOLDING

Standard Vape Corporation (OTC Pinks: SVAP; "SVAP" or "Standard Vape") announces today the closing of a reverse takeover resulting in a change of control, divestures of two existing subsidiaries, the acquisitions of two new subsidiaries and a change in the business focus of the Company to financial technology.

Effective at the close of business on Monday, May 10, 2021, Standard Vape acquired FF24 Merchant Services GmbH and FF24 Ventures GmbH, two private limited companies organized under German law which were hitherto wholly-owned subsidiaries of Fast Finance 24 Holding AG ("FF24 Holding"). FF24 Holding, a public corporation traded on the Frankfurt Stock Exchange and Xetra (symbol: FF24) in Germany, has thus become the new controlling shareholder of SVAP by virtue of the issue to it of 100,000 shares of the Class D Convertible Voting Preferred Stock ("Class D") of SVAP as consideration for the sale to the latter of FF24 Merchant Services GmbH, which trades as ff24Payments, and FF24 Ventures GmbH, trading as ff24Pay. Each Class D preferred share entitles the holder to exercise 12,416 votes, along with convertibility into this number of common shares.

Mr. Daniel Fisher and Ms. Elizabeth Ehrlich Kellogg, the recently appointed interim directors of SVAP, resigned at closing and were replaced by Mr. Armin Dartsch, who is the Chairman of Fast Finance Holdings Supervisory Board and a practising lawyer, will also become the Company Secretary. SVAPs long-serving President, Mr. John F. Fruhmann, also resigned and was replaced by Mr. Andreas Garke, CEO and co-founder of FF24 Holding. The Chief Financial and Accounting Officer will be Mr. Sayed Iqbal. More information concerning the new management appears below.

As part of the transaction, Nano Vape Corporation is being returned to its shareholders prior to its acquisition by Standard Vape in 2018, along with certain liabilities owed to Melvin Ehrlich and to a patent law firm totaling $106,107. Those shareholders will retain ten percent (10%) of their former holdings in SVAP. The balance of their common stock has been returned to SVAP and cancelled, resulting in the new issued and outstanding common share capital now totaling 138,256,970 shares of common stock (previously outstanding: 463,424,470). The issued and outstanding common stock figure of 138,256,970 shares includes 5,889,463 shares issued to eliminate debts of $312,473.17 as a term of the Stock Exchange Agreement entered into on March 5, 2021 between FF24 Holding and SVAP. In addition, SVAP will be spinning off its Neo Virucide, Inc. subsidiary to shareholders of record as of March 5, 2021. The costs of these two transactions will be borne by the Nano Vape Corporation and Neo Virucide, Inc. shareholders respectively.

About the Businesses Acquired

ff24Payments

ff24Payments is a modern, scalable real-time payment platform. It offers innovative solutions, whether for one-off purchases or recurring bookings and is aimed at large and small online merchants, as well as operators of the growing number of websites which generate their income from the "Freemium" models. Supported payment methods include Mastercard, VISA, SEPA, instant bank transfer and PayPal. The main task for 2021 is the successful marketing and integration for German online shops. A launch in other European countries is scheduled for Q1, 2022. Expansion into the USA and Asia is also being planned.

ff24Pay

ff24Pay offers banking and instant transfer solutions for a wide range of the world's most important currencies. The initial target groups are private individuals and SMEs who use either the euro (EUR; ) or other European currencies as their base currency. ff24Pay offers the following services to European customers: bank account with IBAN, debit card, multi-currency processing, SEPA and SWIFT transfers, as well as recurring payments. ff24Pay is available as an app for iOS and Android systems; desktop and notebook versions are also available for download. ff24Pays target for 2021 is to open 10,000 accounts in Germany and start scaling the customer base to other European countries by end of 2021; long-term it aims to offer mobile banking also in the US. Easily accessible apps for Android and iPhone can currently be downloaded from the app stores in the target regions of ff24Pay; Desktop and laptop versions of the apps, which might better suit the needs of SME business users, are also downloadable.

About Fast Finance 24 Holding AG

FF24 Holding is an international holding company based in Berlin, which primarily invests in European Internet companies. Typically, FF24 Holding focuses on the finance, marketing, communication and IT segments.

About the Incoming Management

Andreas Garke (President)

Andreas Garke is the Chief Executive Officer of FF24 Holding, the Frankfurt-listed holding company which invests in FinTech, digital media and other Internet-based B2B and B2C solutions. He is responsible as CEO for the day-to-day management of FF24 Holdings operations and supervision of its investments. His expertise includes but is not confined to sales and marketing, strategy consulting, new market entry and business development. After completing his studies in law at the Christian-Albrechts-University in Kiel and the Humboldt University of Berlin, Mr. Garke founded his first company in 1996 in Potsdam-Babelsberg, near Berlin. He specialized in consulting work for international film production companies, with a focus on workflow optimization and cost efficiencies. Since 2003 until co-founding and running FF24 Holding, Mr. Garke has worked in senior management positions at several multinational companies, focusing on business development, supply-chain optimization and exports.

Armin Dartsch (Director and Company Secretary)

Armin Dartsch studied law at the Christian-Albrechts-University in Kiel and the Humboldt University of Berlin. After his second State Examination, he was admitted in 2006 to practice at the German bar. He worked as a staff attorney in a boutique law firm specializing in copyright and intellectual property (IP) law, representing a number of renowned creatives. From 2007, Mr. Dartsch established and runs his own independent attorneys practice concentrating on the areas of national and international tax and company law as well as IP law. He advises companies (especially in the furniture-making sector) and individuals in Germany, elsewhere in the European Union, the USA and Hong Kong. In addition to his professional law practice, Mr. Dartsch has also been a director of several companies in Germany and the UK. He is Chairman of the Supervisory Board of FF 24 Holding.

Sayed Muhammad Iqbal (Chief Accountant/Treasurer)

Mr. Muhammad Iqbal joined FF24 Holding early in 2020 as Finance Manager and is responsible for all the companys financial operations, including financial controls, compliance and capital account/corporate financing activities. His education includes a bachelor's degree in business administration from the University of Arid, Pakistan and a masters degree in international business from HTW Berlin - University of Applied Sciences. Prior to joining FF24 Holding, Mr. Muhammad Iqbal was Accounting Manager for an international logistics company. He began his career as a graduate intern in the Arabian Gulf region at Al-Khaliji Commercial Bank in Doha, State of Qatar, where he focused on financial reporting, budget analysis and cashflow forecasting.

IMPORTANT NOTICE

Legal Disclaimer

This press release contains forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 (as amended) and Section 21e of the Securities and Exchange Act of 1934 (as amended). Those statements may include the intent, belief or current expectations of the company and its management team. Forward-looking statements are projections of events, revenues, income, future economics, research, development, reformulation, product or service performance or management's plans and objectives for future operations. Some or all of the events or results anticipated by these forward-looking statements may not occur. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as result of numerous factors. Accomplishing the strategy described herein is significantly dependent upon various such factors, many that are not within management's control.

No offer of securities; no recommendation

Nothing contained in this press release constitutes or may be construed to constitute an invitation, recommendation, offer or solicitation of any kind to those reading it to buy, sell or otherwise to treat in the securities of either Standard Vape Corporation or of Fast Finance 24 Holding AG.

Contact:

Keith, Bayley, Rogers & Co. Limited*

Graham Atthill-Beck

+44 (0)7506 43 41 07

Graham.Atthill-Beck@kbrl.co.uk

* Keith, Bayley, Rogers & Co. Limited intermediated the Stock Exchange Agreement between SVAP and Fast Finance Holding referred to in the body of this announcement. It is authorised and regulated by the Financial Conduct Authority in the United Kingdom and is a member of The London Stock Exchange and Aquis Exchange.