8-K - FDCT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Dateof Report: June 30, 2023

(Dateof earliest event reported)

FDCTECH,

INC.

(Exactname of registrant as specified in its charter)

Delaware	000-56338	81-1265459
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS. Employer<br><br> <br>Identification No.)

200Spectrum Center Drive, Suite 300

Irvine,CA 92618

(Addressof principal executive offices, including zip code)

(877)445-6047

(Registrant’stelephone number, including area code)

N/A

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common	FDCT	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements include but are not limited to, statements related to our ability to raise sufficient capital to finance our planned operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions, are uncertain, and involve substantial known and unknown risks, uncertainties, and other factors that may cause our (or our industry’s) actual results, levels of activity, or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this Current Report on Form 8-K sets forth detailed risks, uncertainties, and cautionary statements regarding our business and these forward-looking statements.

We cannot guarantee future results, levels of activity, or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements we may issue. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any forward-looking statements to conform these statements to reflect actual results, later events, or circumstances or to reflect the occurrence of unanticipated events.

ITEM 9.01	Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br> Number	Description
99.1	Unaudited Proforma condensed combined financial information statements as of and for the six months ended June 30, 2023, and the fiscal year ended December 31, 2022.
99.2	Audited financial statements of the acquired company – Alchemy Markets Limited (formerly known as NSFX Ltd.), for the fiscal year ended November 30, 2022, and 2021.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FDCTECH,<br> INC.
September 6, 2023	By:	/s/ Imran Firoz
Date		Imran<br> Firoz
		Chief<br> Financial Officer
		(Principal<br> Executive Officer)

Exhibit99.1

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma combined financial statements of FDCTech, Inc. (the “Company,” “FDCTech,” “we,” or “us”) and Alchemy Markets Limited [“Alchemy (Malta) or “NSFX”)] present the historical financial information of FDCtech adjusted with Alchemy (Malta) to give effect to the acquisition of 50.10% of Alchemy (Malta) by the FDCTech. We have prepared the following unaudited pro forma combined financial information following Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, incorporates the historical unaudited condensed balance sheet of FDCTech and the historical unaudited condensed consolidated balance sheet of Alchemy (Malta) as of June 30, 2023, on a pro forma basis as if the acquisition and related transactions, summarized below, had been consummated on June 30, 2023, which is the actual Acquisition Date.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023, combines the historical unaudited condensed statement of operations of FDCTech and the historical unaudited condensed consolidated statement of operations of Alchemy (Malta) for the six months ended June 30, 2023, on a pro forma basis as if the acquisition and related transaction summarized below, had been consummated on January 1, 2022.

The unaudited pro forma combined statement of operations for the fiscal year ended December 31, 2022, combines the historical audited statement of operations of FDCTech and the historical unaudited consolidated statement of operations of Alchemy (Malta) for such period on a pro forma basis assuming FDCTech consummated the acquisition and related transactions on January 1, 2022.

The unaudited pro forma combined financial statements have been developed and should be read in conjunction with:

●	the<br> accompanying notes to the unaudited pro forma combined financial statements;
●	the<br> audited consolidated financial statements of FDCTech as of December 31, 2022, and the related notes thereto;
●	the<br> unaudited six months condensed consolidated financial statements of FDCTech as of June 30, 2023, and the related notes thereto;
●	the<br> audited consolidated financial statements of Alchemy (Malta) as of November 30, 2022, and the related notes thereto;
●	the<br> unaudited six months condensed consolidated financial statements of Alchemy (Malta) as of June 30, 2023, and the related notes thereto;
●	the<br> section entitled “FDCTech Management’s Discussion and Analysis of Financial Condition and Results of Operations”<br> and other financial information relating to FDCTech included reports filed with the SEC or elsewhere or incorporated by reference<br> in this 8-K; and

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The unaudited pro forma combined financial information has been presented for illustrative purposes only. It does not necessarily reflect what the combined entity’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined entity. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to various factors. Assumptions and estimates underlying the unaudited pro forma adjustments outlined in the unaudited pro forma combined financial statements are described in the accompanying notes. FDCTech believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the acquisition based on information available to Management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information, including but not limited to the following:

FDCTech has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances concerning Alchemy (Malta) immediately after the Closing;

●	The relative voting rights. FDCTech holds the majority of Alchemy (Malta) ‘s voting rights; therefore, we are the accounting<br> acquirer.
●	The composition of the governing body. FDCTech is the governing body of Alchemy (Malta), and we are the accounting acquirer.
●	The composition of the senior Management. If the senior Management comprises primarily the management personnel from one of the combining<br> entities, that entity is likely the accounting acquirer.

We have determined the method of accounting for the business combination. The accounting acquirer applies the acquisition method and recognizes the acquiree’s identifiable assets, liabilities, and any noncontrolling interest in the acquiree at their fair values as of the acquisition date. The fair values of Alchemy (Malta) ‘s assets and liabilities equal their carrying amounts. Therefore, we did not need any adjustments to the carrying amounts of these assets and liabilities on FDCTech’s balance sheet.

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FDCTECH,INC

UNAUDITEDPROFORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2023

(Currencyexpressed in United States Dollars)

		Alchemy (Malta)	Total		Pro Forma<br> <br>Adjustments<br> <br>(Note 3)	Pro Forma Combined
		()	()			()
Assets
Current assets:
Cash				)	A
Accounts receivable, net				)	B
Other current assets				)	C
Total Current assets				)
Fixed assets, net				)	D
Capitalized software, net
Acquired tangible assets
Acquired intangible assets
Total assets				)
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable
Line of credit
Payroll tax payable
Business acquisition loan
Cares act - PPP advance
Other current liabilities				)	E
Total Current liabilities				)
SBA loan – non-current
Deferred tax liabilities				)	F
Accrued interest – non-current
Total liabilities				)
Commitments and Contingencies (Note 9)
Stockholders’ Deficit:
Preferred stock, par value 0.0001
Common stock, par value 0.0001
Additional paid-in capital
Accumulated other comprehensive income	)						)
Accumulated deficit	)			)	G		)
Total FDCTech stockholders’ equity (deficit)				)
Noncontrolling interest				)	H
Total liabilities and stockholders’ deficit				)

All values are in US Dollars.

See accompanying notes to unaudited proforma condensed combined financial statements

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FDCTECHINC.

UNAUDITEDPROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FORTHE SIX MONTHS ENDED JUNE 30, 2023

(Currencyexpressed in United States Dollars)

	FDCTech		Alchemy (Malta)	Total		Proforma Adjustments (Note 3)	Proforma Combined
	()		()	()			()
Revenues
Technology & software					)	I
Wealth management
Trading
Total revenue					)
Cost of sales
Technology & software
Wealth management
Total cost of sales
Gross Profit					)
Operating expenses:
General and administrative					)	J
Sales and marketing
Total operating expenses					)
Operating loss		)						)
Other income (expense):
Gain on purchase					)	K
Other interest expense		)						)
Other income (expense)		)						)
Total other expense					)			)
Income (loss) before provision for income taxes					)			)
Provision for income taxes
Net loss					)			)
Less: Net income attributable to noncontrolling interest		)						)
Net income attributable to FDCTech’s shareholders					)			)
Net loss per common share, basic and diluted		)						)
Weighted average number of common shares outstanding basic and diluted

All values are in US Dollars.

See accompanying notes to unaudited proforma condensed combined financial statements

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FDCTECHINC.

UNAUDITEDPROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FORTHE YEAR ENDED DECEMBER 31, 2022

(Currencyexpressed in United States Dollars)

	FDCTech		Alchemy (Malta)	Total		Proforma Adjustments (Note 3)	Proforma Combined
	()		()	()			()
Revenues
Technology & software					)	L
Wealth management
Trading
Total revenue					)
Cost of sales
Technology & software
Wealth management
Total cost of sales
Gross Profit					)
Operating expenses:
General and administrative					)	M
Sales and marketing
Total operating expenses					)
Operating loss		)						)
Other income (expense):
Other interest expense		)						)
Other income (expense)								)
Total other expense		)						)
Income (loss) before provision for income taxes		)						)
Provision for income taxes
Net loss		)						)
Less: Net income attributable to noncontrolling interest		)						)
Net income attributable to FDCTech’s shareholders		)						)
Net loss per common share, basic and diluted		)						)
Weighted average number of common shares outstanding basic and diluted

All values are in US Dollars.

See accompanying notes to unaudited proforma condensed combined financial statements

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FDCTECH,INC

NOTESTO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Currencyexpressed in United States Dollars)

(Unaudited)

We have based the following unaudited proforma condensed combined financial statements on the historical financial statements of FDCTech, Inc. (“FDCTech” or the “Company”) and Alchemy Markets Limited (“Alchemy (Malta)”) after giving effect to our Acquisition of Alchemy (Malta) (“the Acquisition”) and the assumptions and adjustments described in the accompanying notes to the unaudited proforma condensed combined financial statements.

Note1. Description of Acquisition

On December 31, 2022, FDCTech announced the sales purchase agreement (“Agreement”) under which FDCTech acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary Alchemy Markets Ltd. or Alchemy (Malta) formerly known as NSFX Ltd. Alchemy (Malta) is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). FDCTech will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in Alchemy (Malta).

FDCtech amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. FDCTech consolidated the fair value of Alchemy (Malta) ‘s assets and liabilities on or on June 30, 2023 (“the Acquisition Date”). FDCTech closed Alchemy (Malta) transactions as of June 30, 2023.

Alchemy (Malta) is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. Alchemy (Malta) services its customers in the English, French, German, Italian, and Arabic-speaking markets. The customers can trade in currency, commodity, equity, and other derivatives in real-time.

Note1. Basis of Proforma Presentation

The unaudited proforma condensed combined financial statements do not reflect what FDCTech’s operational results or financial status would have been if the acquisition had taken place on the given dates. These proformas should not be viewed as predictors of future operational outcomes or FDCTech’s financial standing.

The unaudited proforma financial statements, including its notes, do not reflect any potential operating efficiencies and cost savings that FDCTech may achieve concerning the combined companies. You should read the unaudited proforma condensed combined financial statements and corresponding notes in conjunction with the historical financial statements of FDCTech included in the annual report on Form 10-K/A for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC “) on May 5, 2023, and the subsequent quarterly report on Form 10-Q for the six months ended June 30, 2023, filed with the SEC on August 11, 2023, and in conjunction with the historical financial statements of Alchemy (Malta) included in this Form 8-K.

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Note3. Adjustments to Unaudited Pro Forma Combined Financial Information.

ForeignCurrency Translation and Re-measurement

FDCTech translates its foreign operations to US dollar (“USD”) following ASC 830, “Foreign Currency Matters.”

We have translated amounts from the local currency, Euro (“EUR”) of Alchemy (Malta), into US$1.00 at the following exchange rates for the respective dates:

The exchange rate at the reporting end date:

	June 30, 2023
USD: EUR	$	0.9222

Average exchange rate for the period:

	January 1, 2023, to June 30, 2023		January 1, 2022, to December 31, 2022
USD: EUR	$	0.9244	$	0.9510

FDCTech subsidiary’s functional currency is EUR, and the reporting currency is the USD.

FDCTech translates its records into USD as follows:

●	Assets<br> and liabilities at the rate of exchange in effect at the balance sheet date
●	Equities<br> at the historical rate
●	Revenue<br> and expense items at the average rate of exchange prevailing during the period

PurchasePrice Allocation

Alchemy (Malta) ‘s Balance Sheet as of June 30, 2023 (Acquisition Date):

Description	Fair value,
Cash and cash equivalents (1)
Financial assets at fair value through profit and loss (2)
Receivables (3)
Fixed assets (4)
- Current liabilities (5)		)
- Deferred tax liabilities (6)		)
Net assets (A)
Purchase Price 50.10% (B)
Noncontrolling interest (C), 49.90%
FDCTech gain on bargain purchase (A) – (B) – (C)

All values are in US Dollars.

(1)	We<br> recognize cash and cash equivalents held by Alchemy (Malta) and deposits in bank accounts that can be accessed on demand or within<br> 90 days. They are included in our cash and cash equivalents in the consolidated balance sheet as of June 30, 2023. We hold client<br> funds held by Alchemy (Malta) in the normal course of business in a fiduciary capacity; we do not include such funds in these financial<br> statements.
(2)	Financial<br> assets at fair values (or other current assets) for Alchemy (Malta) through profit and loss are derivative contracts in favor of<br> Alchemy (Malta). They are included in our other current assets in the consolidated balance sheet as of June 30, 2023. We determine<br> financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market<br> prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize Alchemy<br> (Malta) ‘s derivative financial instruments as level 2.
(3)	Alchemy<br> (Malta) ‘s receivables mostly consist of amounts due from previous shareholders of New Star and are included in our accounts<br> receivable in the consolidated balance sheet as of June 30, 2023.
(4)	All<br> property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance<br> sheet as of June 30, 2023. Historical cost includes expenditures directly attributable to the acquisition of the items. We calculate<br> depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated<br> useful lives.
(5)	We<br> recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their<br> carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of June 30,<br> 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is<br> not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination<br> that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates<br> (and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when<br> the related deferred tax asset is realized, or the deferred tax liability is settled.

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The adjustments included in the unaudited pro forma combined balance sheet as of June 30, 2023, are as follows:

A.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have credited $24,510 as cash since FDCTech’s balance<br> sheet already includes Alchemy’s (Malta) cash.
B.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have credited $2,715,888 as accounts receivable since FDCTech’s<br> balance sheet already includes Alchemy’s (Malta) receivable.
C.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have credited $741,231 as other current assets (Financial<br> assets at fair value through profit and loss) since FDCTech’s balance sheet already includes Alchemy’s (Malta) other<br> current assets.
D.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have credited $3,096 as fixed assets since FDCTech’s<br> balance sheet already includes Alchemy’s (Malta) fixed assets.
E.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have debited $482,022 as other current liabilities since<br> FDCTech’s balance sheet already includes Alchemy’s (Malta) other current liabilities.
F.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have debited $349,326 as deferred tax liabilities since<br> FDCTech’s balance sheet already includes Alchemy’s (Malta) deferred tax liabilities.
G.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have eliminated $878,733 Alchemy’s (Malta) retained<br> earnings.
H.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have eliminated $1,774,644 Alchemy’s (Malta) paid-in-capital.

The adjustments included in the unaudited pro forma combined statement of operations for the six months ended June 30, 2023, are as follows:

I.	In<br> an inter-company transaction, we have debited $90,000 as technology revenue from revenues received from Alchemy (Malta) during the<br> six months ended June 30, 2023.
J.	In<br> an inter-company transaction, we have credited $90,000 as technology support expenses paid to FDCTech by Alchemy (Malta) during the<br> six months ended June 30, 2023.
K.	As<br> the acquisition date and historical reporting date are June 30, 2023, we have eliminated the gain on purchase recorded due to the<br> difference (bargain purchase) between the book value of Alchemy (Malta) and the purchase price.

The adjustments included in the unaudited pro forma combined statements of operation for the fiscal year ended December 31, 2022, are as follows:

L.	In<br> an inter-company transaction, we have debited $132,000 as technology revenue from revenues from Alchemy (Malta) during the fiscal<br> year ending December 31, 2022.
M.	In<br> an inter-company transaction, we have credited $132,000 as technology support expenses paid to FDCTech by Alchemy (Malta) during<br> the fiscal year ending December 31, 2022.

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Exhibit 99.2

AuditedFinancial Statement of Alchemy Markets Ltd. for the period ending November 30, 2022, And 2021