Financial Analysis

NOTE 10. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases At December 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions. Leases that qualify under ASC 842 are recognized on the consolidated balance sheet as Right-of-Use (ROU) assets and corresponding lease liabilities. At December 31, 2025, the ROU asset was $ 811,038 , current operating lease liabilities were $ 165,692 , and non-current operating lease liabilities were $ 364,655 . The weighted-average remaining lease term for qualifying operating leases was approximately 1.1 years, and the weighted-average discount rate was approximately 5.5 %. Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are expensed as incurred and included in General and Administrative expenses. Irvine, California, USA (Company Headquarters) Effective October 29, 2019, to the present, the Company leases office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, on a month-to-month basis. The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination month. The monthly membership fee is $ 95 . This agreement is classified as a service contract rather than a lease under ASC 842, and payments are recognized as operating expenses. Brisbane, Australia (ADS Office) Effective January 1, 2024, to the present, ADS leases office space at Level 38/71 Eagle St, Brisbane City, QLD …

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NOTE 16. INCOME TAXES The income tax disclosures below reflect the tax position of FDCTech, Inc. as a standalone U.S. domestic C-corporation (the U.S. P arent). The Companys foreign operating subsidiaries Alchemy Markets Ltd. (Malta), Alchemy Prime Limited (United Kingdom), AD Advisory Services Pty Ltd. (Australia), Alchemy International Ltd. (Seychelles), and Alchemytech Ltd. (Cyprus) are separate legal entities subject to income taxation in their respective jurisdictions. The U.S. Parent does not include foreign subsidiary earnings in its U.S. federal or state income tax returns. The deferred tax liabilities recognized on the consolidated balance sheet in respect of the foreign subsidiaries are discussed separately below. The Company calculates its income tax provision using the asset and liability method prescribed under ASC 740, Income Taxes . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss (NOL) carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. United Stat …

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NOTE 9. NOTES PAYABLE RELATED PARTY Business Acquisition Loan Sellers Note At December 31, 2024, the Company carried a business acquisition loan of $ 350,000 in connection with a prior acquisition. During the fiscal year ended December 31, 2025, the Company recorded an additional $ 2,000,000 obligation in connection with the acquisition of Alchemy International Ltd. (AIL), representing the cash consideration paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025. At December 31, 2025, the total outstanding balance of the business acquisition loan was $ 2,350,000 . The maturity of the $ 2,000,000 loan obligation was extended to June 30, 2026 . Accrued interest on the business acquisition loan was $ 14,000 as of December 31, 2025, included within Accrued Interest Non-Current on the consolidated balance sheet. See Note 7 Related Party Transactions and Note 2 Significant Acquisitions for further details regarding the AIL acquisition. SBA Loan On May 22, 2020, the Company received $ 144,900 under the Small Business Administration (SBA) Economic Injury Disaster Loan program. The loan bears interest at 3.75 % per annum and requires monthly installment payments of $ 707 , including principal and interest, beginning twelve (12) months from the promissory note date. The loan matures thirty (30) years from the promissory note date. At December 31, 2025, and 2024, the outstanding balance was $ 105,678 and $ 114,184 , respectively, classified as non-c …

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Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires enhanced disclosures about a reporting entitys effective tax rate and its income taxes paid (refunded). ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025, on a prospective basis. The adoption expanded the Companys income tax disclosures as reflected in Note 13, Income Taxes , and did not affect the Companys consolidated financial position, results of operations, or cash flows. In March 2024, the FASB issued ASU 2024-01, CompensationStock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , to guide how entities should determine the appropriate accounting treatment for the issuance of profits interest units and similar types of awards. The ASU is effective for public business entities for interim and annual periods for fiscal years beginning after December 15, 2024. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption did not have a material impact on the Companys consolidated financial statements because the Company has not issued profits interest or similar awards. In March 2024, the FASB issued ASU 2024-02, Codification ImprovementsAmendments to Remove References to the Concept Statements , which removes various references to the FASBs Concepts Statem …

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NOTE 7. RELATED PARTY TRANSACTIONS FRH Group Convertible Notes (20162021) Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (FRH Group). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes were convertible into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum, due and payable at maturity. On February 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including accrued interest, of $ 1,256,908 in return for issuing 12,569,080 unregistered shares of Common Stock of the Company to FRH. Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr. Hong. Stock Issuances to Related Parties Between March 15 and 21, 2017, subject to the terms and conditions of a Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $ 0.05 per share, a cumulative cash amount of $ 70,000 . Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Companys CEO and director. In September 2022, the Company issued 30,000,000 shares of Common Stock for $ 300,000 to Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as a director of the Company. A …

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Companys accounting policies in its financial statements. The Company has measured and presented the Companys consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could mat …

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NOTE 12. STOCKHOLDERS EQUITY (DEFICIT) Authorized Shares On February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares to 260,000,000 , consisting of 250,000,000 shares of Common Stock (par value $ 0.0001 ) and 10,000,000 shares of Preferred Stock (par value $ 0.0001 ). On February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Companys 2022 Equity Plan. The Approving Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the Company. On March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000 to 1,000,000,000 shares, to authorize a reverse stock split in a ratio of not less than 1-for-10 and not more than 1-for-50 at any time prior to June 30, 2024, and to approve the Companys 2023 Stock Incentive Plan. The Approving Stockholders (common stock only) owned 280,102,413 shares, representing 72 % of the total issued and outstanding voting power of the Company. The Board retains authority to abandon either Corporate Action prior to its effective date. On September 4, 2025, the Board and the holders of a majority of the Companys voting stock approved the following corporate actions by written consent pursua …

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NOTE 18. SUBSEQUENT EVENTS The Company evaluated subsequent events through June 30, 2026, the date on which these consolidated financial statements, as revised by this Amendment No. 4, were available to be issued. The following events occurring after December 31, 2025, are disclosed in accordance with ASC 855, Subsequent Events. Amendment to Series B Convertible Preferred Stock Conversion Terms In January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock (the Series B Amendment) with the Secretary of State of the State of Delaware. The Series B Amendment did not change the number of authorized or issued shares of Series B Convertible Preferred Stock, nor any other rights, preferences, or privileges thereof, except with respect to its conversion rights. As amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder and without payment of additional consideration, into 100 shares of Common Stock at any time (the Base Conversion Rate). However, in the event the Company completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such qualifying public offering will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each one share of Ser …

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NOTE 8. COMMITMENTS AND CONTINGENCIES The Company is subject to various commitments and contingencies arising in the ordinary course of business. The following discussion summarizes the Companys significant commitments and contingencies as of March 31, 2026. Office Facility and Other Operating Leases Irvine, California, USA (Companys Headquarters) Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (Agreement), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as Renewal Term). The Commitment Term and all subsequent Renewal Terms shall constitute the Term. The Company may terminate this Agreement by delivering to the lessor Form (Exit Form) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (Termination Effective Month). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $ 95 per month, compared to the previous rent payment or membership fee for the New York Office of $ 890 per month, which covers general and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. Brisbane …

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NOTE 7. NOTES PAYABLE CARES Act Paycheck Protection Program (PPP Note) On May 1, 2020, the Company received proceeds of $ 50,632 from a promissory note (the PPP Note) issued under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The PPP Note bears interest at a rate of 1.00 % per annum. The PPP Note was not forgiven, and the Company commenced repayment of the PPP Note in August 2022. The PPP Note was repaid in full during the fiscal year ended December 31, 2025. As of March 31, 2026, and December 31, 2025, the outstanding balance of the PPP Note was $ 0 and $ 0 , respectively. SBA Loan On May 22, 2020, the Company received proceeds of $ 144,900 under the U.S. Small Business Administrations Economic Injury Disaster Loan (EIDL) program. The loan bears interest at a rate of 3.75 % per annum on funds advanced. Installment payments of $ 707 per month, consisting of both principal and interest, are required, with the remaining principal and interest balance payable thirty (30) years from the date of the promissory note. As of March 31, 2026, and December 31, 2025, the non-current balance outstanding under the SBA loan was $ 103,552 and $ 105,678 , respectively. Business Acquisition Loan As of March 31, 2026, and December 31, 2025, the Company had outstanding seller financing obligations incurred in connection with prior business acquisitions in the aggregate amount of $ 2,350,000 and $ 2,350,000 , respectively, presented as …

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Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method, applying it to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported in accordance with legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Companys accounting policies for revenue sources within the scope of ASC 606. …

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NOTE 5. RELATED PARTY TRANSACTIONS The Company has, from time to time, entered into transactions with related parties, including its founders, directors, principal shareholders, and entities controlled by them. The following describes related party balances and transactions as of and for the periods presented. Nature of Relationships The Companys principal related parties are: (i) Mr. Gope S. Kundnani, a Director of the Company and the beneficial owner of 180,000,000 shares of common stock ( 42.54 %), 4,000,000 shares of Series A Preferred Stock ( 88.89 %), and, through APSI Holdings Limited (a United Kingdom entity), 1,800,000 shares of Series B Convertible Preferred Stock ( 75.90 %); (ii) Mitchell M. Eaglstein and Imran Firoz, Co-Founders, Executive Officers, and Directors of the Company; and (iii) certain non-consolidated affiliated entities controlled directly or indirectly by Mr. Kundnani, including Alchemy DMCC (United Arab Emirates), Alchemy Capital Markets (ACM) (United Kingdom), FXIFY Markets Ltd. (Labuan, Malaysia), and other Kundnani-affiliated sister entities, all of which are sister entities to the Company and not part of the consolidated group. Related Party Receivables Related party receivables totaled $ 35,019,729 as of March 31, 2026, compared to $ 40,090,051 as of December 31, 2025, a net decrease of $ 5,070,322 during the three months ended March 31, 2026. As of March 31, 2026, the principal components of the related party receivable balance were: (i) appro …

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Companys accounting policies in its financial statements. The Company has measured and presented the Companys consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could mat …

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NOTE 9. STOCKHOLDERS EQUITY (DEFICIT) Authorized Shares On February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares. As amended at that time, the Company had the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $ 0.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ 0.0001 per share. On February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Companys 2022 Equity Plan. The Approving Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the Company. Recent Corporate Actions September 2025 On September 4, 2025, the Board of Directors unanimously approved, and the Company obtained the written consent of holders of a majority of the Companys voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the authorized shares of common stock from 500,000,000 to 750,000,000 and the authorized shares of preferred stock from 10,000,000 to 15,000,000 and (ii) authorize the Board of Directors, in its discretion, to amend the Certificate of Incorporation not later than June 30, 2026 to effect a reverse stock split of all outstanding shares of common sto …

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NOTE 14. SUBSEQUENT EVENTS AIL Sellers Note The maturity of the $ 2,000,000 sellers note obligation for the acquisition of AIL was extended to September 30, 2026 . Alchemy Markets (Cayman) Ltd. On May 19, 2026, the Cayman Islands Monetary Authority granted conditional approval for the transfer to the Company of 100 % of Alchemy Markets (Cayman) Ltd., a non-operating CIMA-licensed company, which had not yet been completed as of the date these financial statements were available to be issued. This is a Type II non-recognized subsequent event under ASC 855-10. Alchemy Markets Ltd. (AML, Malta) On June 1, 2026, the Malta Financial Services Authority confirmed its no-objection to changing the name of the Companys wholly owned Maltese subsidiary, Alchemy Markets Ltd., to Crestmark Trading Ltd, effective upon issuance of the altered certificate by the Malta Business Registry. This is a Type II non-recognized subsequent event under ASC 855-10 and is not expected to have a material effect on the Companys consolidated financial statements. Restatement and Non-Reliance on Previously Issued Financial Statements On June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded having determined the nature and magnitude of the errors that the Companys previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 (as included in the Original Filing), as of and for the three months ended …

SubsequentEventsTextBlock · excerpt; the full note is in the filing