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- Going Concern (new) — The company's auditors have expressed substantial doubt about its ability to continue as a going concern, indicating financial distress.
- Controlled Company (new) — Two insiders control approximately 98% of voting power, making FFPP a controlled company with limited public shareholder influence.
- Revenue Concentration (new) — OK.de, a single subsidiary, generates the majority of the company's revenue, creating significant concentration risk.
FFPP files for IPO, offering 3.75M shares at $4.00 each to raise $15M gross
Filed August 12, 2026 · ~2 min read
Key Changes
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FFPP is offering 3,750,000 shares at a preliminary price of $4.00 per share, for gross proceeds of $15 million to the company.
The Offering verify on EDGAR → -
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Selling stockholders are offering an additional 10,000 shares; the company will not receive any proceeds from those sales.
The Offering verify on EDGAR → -
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Net proceeds to the company are estimated at $13.85 million (or $15.9 million if the over-allotment is fully exercised), to be used for working capital, product development, and repayment of a $0.61 million loan.
Use of Proceeds verify on EDGAR → -
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New investors face immediate dilution of $3.26 per share, as the as-adjusted net tangible book value is only $0.74 per share.
Dilution verify on EDGAR → -
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The company's auditors have expressed substantial doubt about its ability to continue as a going concern.
Prospectus Summary verify on EDGAR → -
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Insiders control approximately 98% of voting power, making FFPP a controlled company with limited public shareholder influence.
Prospectus Summary verify on EDGAR → -
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OK.de, the free email service, generates the majority of revenue, with total 2025 revenue of $11.27 million.
Business view on EDGAR →
Summary
FFPP, a Nevada holding company operating European email, referral, and early-stage payment businesses, has filed for an IPO. The company is offering 3,750,000 shares at a preliminary price of $4.00 per share, which would raise $15 million in gross proceeds for the company. Selling stockholders are offering an additional 10,000 shares, but the company will not receive any proceeds from those sales.
After underwriting discounts and expenses, the company estimates net proceeds of $13.85 million, or $15.9 million if the over-allotment is fully exercised. The company plans to use the proceeds for working capital, product development, and repayment of a $0.61 million loan. However, the offering comes with significant red flags.
The company's auditors have expressed substantial doubt about its ability to continue as a going concern, and insiders control approximately 98% of voting power, making FFPP a controlled company. Additionally, the business is heavily concentrated in OK.de, a single email service that generates the majority of revenue. New investors also face immediate dilution of $3.26 per share, as the as-adjusted net tangible book value is only $0.74 per share. These factors suggest a high-risk investment. Despite these concerns, the company has shown revenue growth, with total 2025 revenue of $11.27 million, up from $3.2 million in 2024. The company is also developing new products like OK.pay and DigiClerk, but these are still in early stages and have generated minimal revenue. Investors should carefully consider the going concern doubt, insider control, and revenue concentration before participating in this offering.
Section-by-Section Diff
The Offering · The Offering
FFPP is offering 3,750,000 shares (plus 562,500 over-allotment) and selling stockholders 10,000 shares, with 30,544,426 shares outstanding pre-offering.
Added in current filing · verify on EDGAR →
3,750,000 shares of Common Stock (or 4,312,500 shares if the Representative exercise their over- allotment option to purchase additional shares in full).
The company is offering 3,750,000 shares of common stock, with an over-allotment option for the representative to purchase up to 562,500 additional shares. This is a primary offering, so proceeds go to the company.
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10,000 shares of Common Stock.
Selling stockholders are offering 10,000 shares, which is a secondary offering. Proceeds from these shares go to the selling stockholders, not the company.
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30,544,426 shares of Common Stock. (1)
There are 30,544,426 shares of common stock outstanding prior to this offering. This is the base for calculating dilution and ownership percentages.
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34,294,426 shares of Common Stock (or 34,956,926 shares if the Representative exercise their over- allotment option to purchase additional shares in full). (1)
After the offering, there will be 34,294,426 shares outstanding, or 34,956,926 if the over-allotment is fully exercised. This reflects the dilution to existing shareholders.
Prospectus Summary · Prospectus Summary
FFPP is a Nevada holding company operating EU email, referral, and early-stage payment businesses, with OK.de as primary revenue source.
Added in current filing · verify on EDGAR →
We provide a free-web based emailing service and provide messaging and referral services. We are also in the initial phases of operations in our payment solutions business which allows payments through integrations with third party services providers in Euro in the European Economic Area and which allows integration to third parties which provide cryptocurrency transaction services.
The company describes its core operations: a free email service, messaging, referral services, and an early-stage payment solutions business integrated with third-party providers for Euro payments and cryptocurrency transactions.
Added in current filing · verify on EDGAR →
OK.de’s advertising business provides a majority of our revenues, followed by our OK.merchants’ and FF24 Ventures’ referral business.
The company discloses that a single subsidiary, OK.de, generates the majority of its revenues, indicating significant concentration risk.
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In April 2026, we announced the launch of OK.pay which is available to customers across the European Economic Area (“EEA”).
The company launched OK.pay in April 2026, a payment platform integrated into its OK.secure mobile application, but notes it has had nominal revenues and is not yet a material part of operations.
Added in current filing · verify on EDGAR →
On July 10, 2024, we filed an Articles of Amendment to Articles of Incorporation of the Company (the “Amendment”) with the Secretary of State of Nevada to effect a reverse split of our issued and outstanding shares of common stock at a ratio of 1-for-40, which became effective as of January 27, 2025.
The company executed a 1-for-40 reverse stock split effective January 27, 2025, reducing outstanding common shares from 1,101,376,800 to 27,534,420, which may affect share price and liquidity.
Added in current filing · verify on EDGAR →
On February 11, 2025, the Company issued 100,000 shares of Series G Convertible Preferred Stock for $2.50 per share.
The company issued Series G Convertible Preferred Stock at $2.50 per share, with holders currently controlling the company and having liquidation preference over common stockholders.
Use of Proceeds · Use of Proceeds
Company estimates $13.85M net proceeds from selling 3.75M shares at $4/share, to be used mainly for working capital and general corporate purposes.
Added in current filing · verify on EDGAR →
We estimate that the net proceeds from our issuance and sale of 3,750,000 shares of our Common Stock in this offering will be approximately $13.85 million, based on an assumed initial offering price of $4 per share of Common Stock, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The company expects to receive about $13.85 million after fees from selling 3.75 million shares at an assumed $4 per share. This is a preliminary estimate based on the assumed offering price, not a final amount.
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If the Representative exercise their option to purchase additional shares in full to cover over-allotments, if any, we estimate that our net proceeds upon full exercise of such over-allotment option will be approximately $15.9 million after deducting underwriter discounts and commissions and estimated offering expenses payable by us.
If the underwriters fully exercise their option to buy extra shares, net proceeds to the company could rise to about $15.9 million. This is still an estimate and depends on the final offering price and option exercise.
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We will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders in this offering, including any proceeds received from any exercise by the underwriters of their option to purchase additional shares from any such selling stockholders.
The company will not get any money from shares sold by existing stockholders. All proceeds from those sales go to the selling stockholders, not to the company.
Added in current filing · verify on EDGAR →
We primarily intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include product development (including integration of our bank and debit card business and programming applications), general and administrative matters, capital expenditures, and repayment of $0.61 million in aggregate principal amount under the Maximcash Loan Agreement
The company plans to use most of the money for general business needs, including product development, administrative costs, capital spending, and repaying a $0.61 million loan. The allocation is broad and management has discretion to change it.
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Each $1.00 increase or decrease in the assumed initial offering price of $4 per share would increase or decrease, as applicable, the net proceeds to us from the sale of shares of our Common Stock in this offering by approximately $3.8 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (assuming no exercise of the underwriter’s over-allotment option) and after deducting estimated underwriting discounts and commissions and estimated offering payable by us.
A $1 change in the assumed offering price would change net proceeds by about $3.8 million. This shows how sensitive the proceeds are to the final pricing.
Dilution · Dilution
New investors pay $4.00/share but get $0.74/share in net tangible book value, an immediate dilution of $3.26/share.
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an immediate dilution in as adjusted net tangible book value per share of approximately $3.26 to new investors purchasing Common Stock in this offering
New investors pay $4.00 per share but receive only $0.74 per share in net tangible book value after the offering, resulting in immediate dilution of $3.26 per share. This is a standard disclosure in IPO dilution sections, but the magnitude is significant relative to the offering price.
Added in current filing · verify on EDGAR →
our as adjusted net tangible book value as of March 31, 2026 would have been approximately $25,401,567 million, or approximately $0.74 per share
The company's net tangible book value per share after the offering is projected to be $0.74, up from $0.38 historically. This is the basis for the dilution calculation.
Added in current filing · verify on EDGAR →
Our historical net tangible book value as of March 31, 2026 was $11,551,567, or $0.38 per share of Common Stock
The company's net tangible book value per share before the offering was $0.38. This is the baseline against which the as adjusted figure is compared.
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our issuance and sale of 3,750,000 shares of Common Stock in this offering at the initial offering price of $4.00 per share
The company is offering 3,750,000 shares at $4.00 per share. This is the assumed offering price used in the dilution calculations.
Added in current filing · verify on EDGAR →
Existing shareholders before this offering 30,544,426 | 89 % | $ 24,555,749 | 62 % | $ 0.80
Existing shareholders paid an average of $0.80 per share, while new investors pay $4.00 per share. This highlights the significant price difference and the dilution new investors face.
Risk Factors · Risk Factors
FFPP faces going-concern doubt, heavy reliance on third-party crypto conversion, and competitive/regulatory risks across its fintech products.
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The reports of our independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
The company's independent auditors have included an explanatory paragraph expressing substantial doubt about FFPP's ability to continue as a going concern. This indicates significant uncertainty about the company's financial viability and its ability to meet operating and capital expenses. Investors should be aware that this could materially affect the stock price and the company's ability to obtain financing.
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We rely on third party service providers to convert cryptocurrency to fiat currency, and those third party services may be subject to delay, cost, inefficiency or inoperability with our products.
FFPP currently depends on third-party service providers to convert cryptocurrency to fiat currency for its OK.pay and OK.secure platforms. The company is developing a native conversion feature but it remains under development. This reliance exposes the company to risks of service delays, cost increases, and integration failures that could disrupt its crypto-related services.
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Armin Dartsch, our Secretary & Director, along with Ole Jensen, our Chairman, Chief Executive Officer and President, indirectly through their ownership in Fast Finance 24 Holding AG and Gaetano, LLC, currently hold approximately 98 % of the voting power of our Company.
Management holds about 98% of voting power, giving them substantial influence over corporate decisions and potentially limiting minority shareholder rights.
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Under the NYSE American LLC Company Guide Section 801, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements
The company qualifies as a controlled company and may in the future rely on exemptions from independent director and committee requirements, reducing shareholder protections.
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Our services revenues increased from $3,222,391 for the fiscal year ended December 31, 2024 to $11,395,784 for the fiscal year ended December 31, 2025.
The company's services revenue grew significantly from $3.2 million in 2024 to $11.4 million in 2025, a growth rate of over 250%. However, the risk factor notes that growth rates have fluctuated and may slow or decline. This revenue figure is a key metric for assessing the company's recent performance.
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DigiClerk is in development and is currently in active build.
The company's DigiClerk product, which appears to be an AI-powered tool for accountants and financial services firms, is still under development and not yet launched. The risk factor discusses challenges with AI, including potential for inaccurate outputs and regulatory uncertainty. Investors should note that this product is not yet generating revenue and its success is uncertain.
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Our business depends on our ability to accept credit and debit cards, and this ability is provided by the payment card networks, including Visa, Mastercard, American Express, and Discover.
The company relies on third-party payment card networks and acquiring processors; any adverse changes in their rules or practices could harm the business.
MD&A · Management's Discussion and Analysis
FFPP operates OK.de email, referral services, and new OK.pay payments; revenue is mostly advertising, with recent financing and reverse split.
Added in current filing · verify on EDGAR →
On January 27, 2025, the Company’s Board of Directors approved a 1-for-40 reverse stock-split on all issued and outstanding shares of Common Stock, effective immediately.
The company executed a 1-for-40 reverse stock split in January 2025. This reduces the number of shares outstanding and can be a signal of prior stock price weakness.
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In February 2025, the Company issued 100,000 shares of Series G Convertible Preferred Stock. In this private placement, 100,000 shares of Series G Convertible Preferred Stock were issued with aggregate consideration of $250,000.
The company raised $250,000 through a private placement of Series G convertible preferred stock. These shares convert into common stock at $2.50 per share and have voting rights.
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On June 20, 2026, the Company entered into the Maximcash Loan Agreement with Maximcash for a total principal amount of approximately $0.5 million (the “Loan”). As an additional consideration for the Loan, on such date, the Company issued 10,000 shares of Common Stock (the “Equity Kicker Shares”) to Maximcash.
The company took a $0.5 million loan from Maximcash in June 2026, issuing 10,000 common shares as an equity kicker. The loan must be repaid upon IPO closing and is secured by substantially all assets.
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During the year ended December 31, 2025, the Company sold approximately €3.9 million, or approximately $4.5 million, through additional Regulation S fundraising rounds.
The company raised about $4.5 million in 2025 through Regulation S offerings to non-U.S. investors. There were delays in delivering shares, with some shares still undelivered as of year-end 2025.
Added in current filing · verify on EDGAR →
In April 2026, we announced the launch of OK.pay which is available to customers across the European Economic Area (“EEA”).
The company launched OK.pay, a payment platform, in April 2026. It is still in early stages with nominal revenues, but represents a new business line.
Business · Business
FFPP runs OK.de free email, OK.secure messaging, OK.pay crypto payments, and pre-revenue DigiClerk; 2025 revenue was $11,267,903.
Added in current filing · verify on EDGAR →
Our total revenues for the twelve months ended December 31, 2025 were $11,267,903.
The company reports total revenue of $11,267,903 for 2025. This is the top-line figure for the business as a whole.
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OK.de is our primary revenue generating subsidiary (providing approximately $9 million in revenue) as of December 31, 2025.
OK.de, the free email service, is the main revenue driver, contributing about $9 million of the total. This shows concentration in one segment.
Added in current filing · verify on EDGAR →
The DigiClerk platform is under active build, and pre-revenue as of December 31, 2025, with core generative artificial intelligence document understanding capabilities being developed and validated on select, high-value document categories.
DigiClerk, one of the company's three business lines, is still under development and has generated no revenue as of the end of 2025. This means the company's current revenue comes only from OK.secure and OK.pay, and DigiClerk's future contribution is uncertain.
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All regulated financial services within the OK.pay ecosystem—including fiat on- and off-ramps, payment processing, exchange services, custody, card issuing, and IBAN-related services—are provided exclusively by licensed third-party service providers.
The company does not hold any banking, payment, or e-money licenses itself. All regulated financial functions are outsourced to third parties, which means the company depends on these providers for core payment functionality and may face service disruptions or regulatory changes outside its control.
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It is our second highest generating segment with approximately $1.5 million in revenues for the year ended December 31, 2025.
ff24 Merchant is the second-largest revenue segment at about $1.5 million. This helps investors understand the revenue mix.
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It generated revenue of approximately $948 thousands for the year ended December 31, 2025.
FF24 Ventures generated about $948,000 in revenue for 2025. This is the smallest of the three revenue-generating segments.
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OK.pay commenced operations in April 2026 and has contributed nominal revenues to date.
OK.pay, the crypto payment platform, launched in April 2026 and has generated only nominal revenue so far. It is not yet a material part of operations.
Added in current filing · verify on EDGAR →
We have five employees, including our management.
The company operates with only five employees, including management. This very small team may limit the company's ability to execute on multiple product lines (OK.secure, OK.pay, DigiClerk) and could pose operational risks.
Experts · Experts
Wolf & Company, P.C. audited Fast Finance Pay Corp.'s consolidated financial statements for the two years ended December 31, 2025.
Show 1 minor / wording change
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The consolidated financial statements of Fast Finance Pay Corp. as of December 31, 2025 and for each of the two years ended December 31, 2025, have been audited by Wolf & Company, P.C., an independent registered public accounting, as stated in their report, are included in this prospectus.
The section identifies Wolf & Company, P.C. as the independent registered public accounting firm that audited the company's consolidated financial statements for the two years ended December 31, 2025. This is standard disclosure required in a prospectus to establish the auditor's authority.
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