Fdctech, Inc 10-Q for FY2025 Q3
Fdctech, Inc. (FDCT)
About this 10-Q
Fdctech, Inc filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.9M
- up 4.1% from $5.67M a year earlier
- Net income
- $755.41K
- compared with a net loss of $649.57K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
For the transition period from ______________ to ______________
Commission
File No.
(Exact name of the small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The number of shares of Common Stock, $ par value, of the registrant outstanding on November 13, 2025, was .
TABLE OF CONTENTS
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend to and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.
3
PART I.
| Item 1. | Financial Statements. |
FDCTECH, INC.
Index to Consolidated Financial Statements
| F-1 |
FDCTECH, INC.
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses – current | ||||||||
| Subscription receivable | ||||||||
| Loan receivable | ||||||||
| Total Current assets | ||||||||
| Capitalized software, net | ||||||||
| Investment through a subsidiary | ||||||||
| Accrued income | ||||||||
| Acquired intangible assets | ||||||||
| Tax receivable | ||||||||
| Fair value of trading positions for the firm, profit | ||||||||
| Right of use (lease) | ||||||||
| Fixed assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Line of credit | ||||||||
| Accrued expenses, related party | ||||||||
| Business acquisition loan | ||||||||
| Cares act- paycheck protection program advance | ||||||||
| Related party advances | ||||||||
| Customer funds | ||||||||
| Operating lease liability, current | ||||||||
| Other current liabilities | ||||||||
| Total Current liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| SBA loan – non-current | ||||||||
| Operating lease liability, non-current | ||||||||
| Accrued interest – non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, par value $, shares authorized, and issued and outstanding, as of September 30, 2025, and December 31, 2024 | ||||||||
| Series B Preferred Stock, par value $, shares authorized, and issued and outstanding, as of September 30, 2025, and December 31, 2024 | ||||||||
| Preferred stock, value | ||||||||
| Common stock, par value $, shares authorized; and shares issued and outstanding, as of September 30, 2025, and December 31, 2024 | ||||||||
| Additional paid-in capital, Common Series A, Series B | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total FDCTech, Inc. stockholders’ equity (deficit) | ||||||||
| Noncontrolling interest | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
See accompanying notes to the financial statements.
| F-2 |
FDCTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended | Nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Revenues | ||||||||||||||||
| Technology & software | $ | $ | $ | $ | ||||||||||||
| Wealth management | ||||||||||||||||
| Brokerage (Trading) | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Technology & software | ||||||||||||||||
| Wealth management | ||||||||||||||||
| Brokerage (Trading) | ||||||||||||||||
| Total cost of sales | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Other interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision (benefit) for income taxes | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) per common share, basic and diluted | ) | ) | ) | ) | ||||||||||||
| Weighted average number of common shares outstanding basic and diluted | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Change in foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ||||||||||||||
| Comprehensive income (loss) attributable to FDCTech stockholders | ( | ) | ( | ) | ( | ) | ||||||||||
See accompanying notes to the financial statements
| F-3 |
FDCTECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Preferred stock | Common stock | Additional Paid-in | Accumulated other comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | income (loss) | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Three months ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Change in APIC due to common control | - | - | ||||||||||||||||||||||||||||||
| FX gain (loss) | - | - | ||||||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Change in APIC due to common control | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| FX gain (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| F-4 |
FDCTECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Preferred stock | Common stock | Additional Paid-in | Accumulated other comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | income (loss) | Deficit | Deficit | |||||||||||||||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Nine months ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Series A Preferred canceled | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Series B issuances at $ per share | - | |||||||||||||||||||||||||||||||
| Common stock issued for cash valued at $ | - | |||||||||||||||||||||||||||||||
| Increase in APIC due to shares issued at a discount | - | - | ||||||||||||||||||||||||||||||
| Change in APIC due to common control | - | - | ||||||||||||||||||||||||||||||
| FX gain (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interest | - | - | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||
| Series B issuances at $ per share | - | |||||||||||||||||||||||||||||||
| Change in APIC due to common control | - | - | ||||||||||||||||||||||||||||||
| FX gain (loss) | - | - | ||||||||||||||||||||||||||||||
| Net (income) loss attributable to noncontrolling interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ) | |||||||||||||||||||||||||||||
| Net income (loss) | - | - | ) | |||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
See accompanying notes to the financial statements
| F-5 |
FDCTECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Software amortization | ||||||||
| Depreciation | ||||||||
| Common stock issued for services | ||||||||
| Series B Preferred issued for services | ||||||||
| Accounts receivable allowance | ||||||||
| Fixed assets, net | ( | ) | ( | ) | ||||
| Accrued expenses, non-related party | ||||||||
| Acquired intangible assets | ( | ) | ( | ) | ||||
| Change in assets and liabilities: | ||||||||
| Gross accounts receivable | ( | ) | ||||||
| Prepaid | ( | ) | ||||||
| Loan receivable | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Other current liabilities | ( | ) | ||||||
| Accrued interest | ( | ) | ||||||
| Customer funds | ( | ) | ||||||
| Fair value of trading position, net | ( | ) | ||||||
| Operating lease | ( | ) | ( | ) | ||||
| Deferred taxes | ( | ) | ||||||
| Related party guarantee | ( | ) | ||||||
| Tax receivable by subsidiaries | ( | ) | ( | ) | ||||
| Accrued income | ( | ) | ||||||
| Right of use of assets (lease) | ||||||||
| Accrued expenses, related party | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Investing Activities: | ||||||||
| Capitalized software | ( | ) | ||||||
| Effect of exchange rates | ( | ) | ||||||
| Business acquisition loan | ||||||||
| Changes in paid-in capital | ||||||||
| Net cash used in investing activities | $ | $ | ||||||
| Financing Activities: | ||||||||
| Borrowing from (payments to) line of credit | ( | ) | ||||||
| Promissory Note | ||||||||
| Net proceeds from cares act - paycheck protection program | ( | ) | ( | ) | ||||
| Net proceeds from SBA loan | ( | ) | ( | ) | ||||
| Related party advances | ( | ) | ||||||
| Common stock issued for cash | ||||||||
| Common stock issued for financing cost | ||||||||
| Series A Preferred cancelation | ( | ) | ||||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | $ | $ | ( | ) | ||||
| Net increase in cash | ( | ) | ( | ) | ||||
| Cash at beginning of the period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Non - cash investing and financing activities: | $ | - | $ | - | ||||
See accompanying notes to the financial statements
| F-6 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS
Under Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Company’s commitment to expanding its products and services in the FX and financial markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘fintech’) and business solutions to online OTC brokerages (“customers”).
The Company is a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries. The company provides a range of proprietary and third-party technology solutions, including its flagship Condor Trading Technology, which supports multi-asset trading, risk management, and pricing for forex, equities, commodities, and digital assets.
FDCTech follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms. Through its recent acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services.
Key subsidiaries include:
| ● | AD Advisory Services
Pty Ltd. (ADS) – An Australian-regulated wealth management firm managing over $ | |
| ● | Alchemy Markets Ltd. (AML) – A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering trading services across multiple asset classes in various European markets. | |
| ● | Alchemy Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services. | |
| ● | AlchemyTech Ltd. (ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries and affiliated companies. |
FDCTech continues to drive innovation by developing next-generation trading platforms, such as the Condor Pro Multi-Asset Trading Platform, and expanding its market reach. The company remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement across global financial markets.
Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development.
The Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities, social/copy trading, and other high growth fintech markets.
Completed Acquisitions
On December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd, ACN 628 331 117, of Level 38, 71 Eagle Street, Brisbane, Queensland, Australia 4000 (“ADFP” or “Target”). According to the Agreement, the Company acquired % of ADFP’s issued and outstanding shares of capital stock in exchange for (the “Consideration”) newly issued “restricted” common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. ADFP owns one hundred percent (%) equity interest in AD Advisory Services Pty Ltd (“ADS”). As a result, the Company is % the owner of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.
On
December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a
The
Company will assume a business acquisition loan liability of $
The
Company completed the acquisition of the remaining
The
Company completed the acquisition of
Mr.
Gope S. Kundnani (“Kundnani”) is the sole controlling shareholder, holding one hundred percent (
| F-7 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Bank Acquisition Termination
In
April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company
shall pay the community bank a sum of $
AlchemyTech Ltd.
On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Company’s subsidiaries and affiliate companies with information technology, sales, and marketing services.
| (1) | Investment and Brokerage |
Margin Brokerage (Europe) – Alchemy Markets Ltd.
AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). The MFSA authorizes AML 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. AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time. AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.
During
the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring
€
AML
acquired 35 clients from a Cypriot-based brokerage, transferring over $
AML has also secured authorization in terms of Article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities and money market securities, enabling the Company to provide stocks and interest-yielding products. This authorization positions the Company to grow its asset base on deposits and expand its product portfolio.
Margin Brokerage (UK) – Alchemy Prime Ltd.
APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland.
Margin Brokerage (Mauritius) – Prime Intermarket Group Eurasia
On May 27, 2025, FDCTech, Inc. (the “Company”) formed a new wholly owned subsidiary, Prime Intermarket Group Eurasia (“PIG Eurasia”), incorporated in the Republic of Mauritius. PIG Eurasia is structured as a Private Company limited by shares and is regulated by the Financial Services Commission of Mauritius under the Companies Act. The subsidiary will operate under a SEC-2.1B Investment Dealer License (Full-Service Dealer, excluding Underwriting). At present, there PIG Eurasia has no operations.
Investment
and Brokerage consolidated revenues for the nine months ended September 30, 2025, and 2024 were $
| F-8 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
| (2) | Wealth Management – AD Advisory Services Pty Ltd. |
On December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”). According to the Agreement, the Company acquired a controlling interest of fifty-one percent (%) of ADFP’s issued and outstanding shares of capital stock in exchange for (the “Consideration”) newly issued “restricted” common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. (“ADS”). ADFP owns one hundred percent (%) equity interest in ADS. As a result, the Company owns % of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.
AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 financial advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers and accountants in Australia and offers financial planners different licensing, compliance, and education solutions to meet their practice’s specific needs.
Wealth
Management consolidated revenues for the nine months ended September 30, 2025, and 2024 were $
| (3) | Technology & Software Development – Condor Trading Technology |
The Company provides technology and software development for digital assets. In the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers, and banks. The Company generates revenues by licensing its trading technology infrastructure, including but not limited to trading platforms (desktop, web, mobile), back office, and CRM and banking integration technology.
The Company has three sources of revenue.
| ● | Technology Solutions – The Company licenses its proprietary and sometimes resells third-party technologies to customers. Our proprietary technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform, and other digital assets-related solutions. | |
| ● | Customized Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development Agreement (“Agreement”). | |
| ● | Consulting Services—The Company’s turnkey business solutions include Start-Your-Own brokerage (“SYOB”), Start-Your-Own Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions. |
The Company’s Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors. The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers. We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, digital assets, and other financial products.
The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year ending December 31, 2019. The Company has also developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office. The Company’s upgraded Condor Back Office (Risk Management) meets the regulatory requirements of various jurisdictions. Condor Back Office complies with the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation implemented by the European Securities and Markets Authority (ESMA) across the European Union as of January 3, 2018.
The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the fourth quarter of the fiscal year ending December 31, 2025.
| F-9 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
The Company does not hold any patents or trademarks on its proprietary technology solutions.
The Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the digital assets and blockchain space. The Company expects to generate additional revenue from its digital asset-related solutions. Such solutions include revenues from the development of a custom digital assets exchange platform for customers, the sale of the non-exclusive source code of the digital assets exchange platform to third parties, white-label fees of digital assets exchange platforms, and the sale of aggregated digital assets data price feed from various digital assets exchanges to OTC brokers. The Company initially plans to develop the technology architecture of the digital assets exchange platform for its customers. The initial capital required to produce such technologies is provided by our customers, as the Company undertakes design-build software development projects for them. The Company develops these projects to meet the customer’s design criteria and performance requirements.
The Company does not mine any digital assets, trade, or act as a counterparty in digital assets within the United States. Consequently, the Company does not intend to register as a custodian with state or federal regulators, including, but not limited to, obtaining a money service business or money transmitter license from the Financial Crimes Enforcement Network (FinCEN) and respective states’ money transmission laws. The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer, since the Company is not a broker-dealer and does not intend to become one. Customers sometimes compensate us in Bitcoin through our custodian, Gemini Trust Company, LLC (“Gemini”). Gemini is a licensed New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services.
The Company secures and earns revenues by signing an agreement with its customers. The Company considers a signed agreement with its customers a binding contract with the customer or other similar documentation reflecting the terms and conditions under which the Company will provide products or services as persuasive evidence of an arrangement. Each agreement is tailored to the customer and clearly defines the fee schedule, duties, responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for a contract of this nature. The material terms of customer contracts depend on the nature of services and solutions. Each contract is tailored to the customer and clearly defines the fee schedule, duties, responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract.
The Company has seven licensing agreements for its Condor Pro Multi-Asset Trading Platform as of the fiscal year ending September 30, 2025. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.
The
consolidated revenues for Technology and Software Development for the nine months ended September 30, 2025, and 2024, were $
Settlement of the FRH Group Note
Between
February 22, 2016, and April 24, 2017, the Company borrowed $
2021-2022 Equity Line of Credit
On
October 04, 2021, the Company filed a prospectus that relates to the resale of up to shares of our Common Stock issued or
issuable to selling shareholders for up to $
| F-10 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
From
January 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White
Lion and received a net of $
The
Company also received a net amount of $
2022 Promissory Note
On
January 27, 2022, the Company issued a $
Related Party Investments from 2022 to 2024
On
January 25, 2023, the Company issued restricted common shares for cash valued at $
On
March 28, 2023, the Company issued restricted common shares for cash valued at $
On
July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in
a change of ownership in the CMA application. The Company terminated the escrow agreement and released $
On
November 30, 2023, Kundnani, a related party, purchased shares of Series A Preferred stock of the Company for $
In
December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $
On January 30, 2024, the Company issued Series B preferred stock to Gope S. Kundnani for cash valued at $ per share.
Governmental Regulation
FDCTech is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance.
Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’ providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.
AML is an investment firm regulated by the Malta Financial Services Authority (MFSA).
APL is an investment firm regulated by the Financial Conduct Authority (FCA).
| F-11 |
NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)
Board of Directors
At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the company’s executive directors and officers. Gope S. Kundnani is considered an executive director by owning at least 10% of the Company’s stock. Jonathan Baumgart is an independent director under the NYSE and NASDAQ listing standards.
Mitchell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.
On June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.
On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company.
Changes in Registrant’s Certifying Accountant
On July 2, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”) as the Company’s independent registered public accounting firm. The reports of FHH on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion. It was not qualified or modified for the uncertainty audit scope or accounting principles.
On July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. BFB has been the Company’s auditor since July 2021. On April 18, 2023, the board of directors of FDCTech, Inc. (the “Company”) terminated its relationship with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as of April 18, 2023. The reports of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022, and 2021 did not contain an adverse opinion or disclaimer of opinion. They were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for providing a qualification for the Company’s ability to continue as a going concern. During the year ended December 31, 2022, and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to refer to the matter in its reports on the Company’s financial statements for such periods.
On April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023. On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.
The Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC. During the period that Bolko was the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.
On March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California (“FCPA”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.
On July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”) to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024. Olayinka is a member of the Public Company Accounting Oversight Board (PCAOB) in the United States and a member of the Canadian Public Accountability Board (CPAB) in Canada.
Description of Company’s Securities to be Registered
Effective September 03, 2021, the Company’s description of its common stock, par value $ per share, to be registered hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (File No. 333- 221726), as initially filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2017, as subsequently amended (the “Registration Statement”). Since the Registration Statement was filed, the Company has made all required filings under Section 15(d) and has continued to file all reports voluntarily.
| F-12 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Ukraine-Russia Conflict
The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. We relocated our personnel to Turkey, currently considered a neutral zone. No individual associated with the Company is banned or under the Special Designated Nationals and Blocked Persons list. If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia. If we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively impact the Company’s business plans.
As of the date of this report, there has been no disruption in our operations.
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 accounting policies adopted by the Company in its financial statements. The Company has measured and presented its consolidated financial statements in US Dollars, the currency of the primary economic environment in which it operates (also known as its functional currency).
Financial Statement Preparation and Use of Estimates
The Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. This could impact the reported amounts of assets and liabilities, as well as the related disclosures, at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for 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 materially differ from these estimates. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including those arising from the current economic environment related to the coronavirus (“COVID-19”).
Cash and Cash Equivalents
Cash
and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with original maturities of three months or less. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial
institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2025. However, as of
December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.
As of September 30, 2025, and December 31, 2024, the Company had $
| F-13 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Accounts Receivable
Accounts Receivable primarily represent the amount from four (4) technology customers. In some cases, customer receivables are due immediately upon demand; however, in most cases, the Company offers net 30 terms, where payment is due in full 30 days after the invoice date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the age of accounts receivable balances, and economic conditions that may affect a customer’s ability to pay, and the expected default frequency. Trade receivables are written off when they are considered uncollectible.
At
September 30, 2025, and December 31, 2024, the Management determined that the allowance for doubtful accounts was $
Sales, Marketing, and Advertising
The Company recognizes sales, marketing, and advertising expenses when incurred.
The
Company incurred $
The
sales, marketing, and advertising expenses represented
Revenue Recognition
On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606.
The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps:
| ● | Identify the contract or contracts, and any subsequent amendments, with the customer. | |
| ● | Identify all performance obligations under the contract and any subsequent amendments. | |
| ● | Determine the transaction price for completing performance obligations. | |
| ● | Allocate the transaction price to the contract’s performance obligations. | |
| ● | Recognize the revenue when, or as, the Company satisfies a performance obligation. |
| F-14 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 following legacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, non-refundable upfront fees, licensing, customer acceptance, and other relevant categories.
The Company accounts for a contract when the Company and the customer (‘parties’) have approved it and are committed to performing their respective obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will collect all of the considerations. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are net 30 days and, in some cases, due upon receipt of the invoice.
The Company considers changes in scope, price, or both to be contract modifications. The parties describe contract modifications as changes, variations, or amendments. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumes a contract modification by oral agreement or by implication from the customer’s customary business practice, provided the modification is agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modifications in various forms— partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in the goods/services promised.
At contract inception, the Company assesses the solutions, services, or bundles of solutions and services obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluates whether the performance obligations are capable of being distinct within the context of the agreement. Solutions and services that are not capable of being distinct and distinct within the contract context are combined and treated as a single performance obligation for the purposes of allocating and recognizing revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception, taking into account these multiple elements.
Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control of a product to a customer or by delivering a service to a customer. We measure revenue based on the consideration outlined in an arrangement or contract with a customer.
| F-15 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company’s standard performance obligations include the following:
| Performance Obligation |
Types of Deliverables | When Performance Obligation is Typically Satisfied | ||
| Consulting Services | Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations. | The Company recognizes consulting revenue when the customer receives services over the contract period. If the customer pays the Company in advance for these services, the Company records the payment as deferred revenue until the services are completed. | ||
| Technology Services | Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. | The Company recognizes ratably over the contractual period during which the services are delivered, beginning on the date such services are made available to the customer. Licensing agreements are typically one year in length, with an option to cancel upon notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. | ||
| Software Development | Design and build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements specified in the contract. | The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. |
The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, suppose the Company enters a contract with a customer with an original term of one year and expects the customer to renew it for a second year. In that case, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts.
To allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the price it charges similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately.
The Company recognizes revenue when, or as, it transfers the promised goods or services to the contract. The Company considers the “transfers” of the promised goods or services to have occurred when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially benefit from all remaining benefits of the asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue for services to be provided more than one year in the future as a non-current liability.
According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount.
| F-16 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Wealth Management
AD Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees for preparing the statement of advice, rebalancing portfolios, and other financial planning activities. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia.
ASC 606 establishes a five-step model for revenue recognition to enhance comparability and transparency across entities, industries, and capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects to be entitled.
For ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services to be transferred, establish payment terms, and confirm that the contract has commercial substance and that payment collection is probable.
A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include:
| ● | Providing ongoing financial advisory services, | |
| ● | Preparing statements of advice, | |
| ● | Executing portfolio rebalancing, | |
| ● | Facilitating the purchase of insurance products, and | |
| ● | Offering other specialized financial and estate planning services. |
We evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or with other readily available resources, and if the promise to transfer the service is separately identifiable from other promises in the contract.
The transaction price is the amount of consideration ADS expects to receive in exchange for transferring the promised goods or services to the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based fees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal.
If a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on its standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods such as cost-plus margin, market assessment, or a residual approach, while considering the Customer’s perceived value of each service.
ADS recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services performed at a specific point in time, revenue is recognized upon completion. The pattern of revenue recognition is determined based on when the Customer obtains control of the promised good or service, which, for advisory services, is typically throughout the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize them as revenue when we are satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor. We bill advisory fees weekly.
| F-17 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Investment and Margin Brokerage Business
Alchemy Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over-the-counter (“OTC”) and exchange-traded markets in Europe. Malta Financial Services Authority (MFSA) regulates Alchemy Malta with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. The Financial Conduct Authority (FCA) regulates Alchemy UK in authorized countries, including England, Scotland, Wales, and Northern Ireland.
The Company operates its brokerage business in two segments: retail and institutional (“clients” or “customers”). Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options. The FCA defines a retail customer as a client who is not a professional or an eligible counterparty. A professional client is an entity that must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty. A professional client possesses the knowledge, experience, and expertise to assess risks and make informed investment decisions.
We recognize Brokerage (Trading) revenue under the principal model, following the guidance in ASC 606, Revenues from Contracts with Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as Brokerage (Trading) Revenues. The Brokerage (Trading) revenue is the Company’s largest source of revenue. Brokerage (Trading) revenue comprises retail OTC and advisory business revenue. OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products.
We realize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Brokerage (Trading) revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. We record Brokerage (Trading) revenue on a trade date basis.
We also generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues on a trade-date basis. The Company acts as an agent for clearing trades but is the principal for fees paid to introducing brokers. The Company does not assume any market-making risk related to customer trades in this business.
Net interest revenue consists primarily of revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit with the Company’s liquidity providers as collateral, less interest paid to the Company’s customers.
We record interest revenue and interest expense when earned and incurred, respectively.
Concentrations of Credit Risk
Cash
Cash
and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with a maturity of three months
or less. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial institutions,
the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2025. However, as of December 31,
2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries. On September
30, 2025, and December 31, 2024, the Company had $
Revenues
For
the nine months ended September 30, 2025, and 2024, the Company generated $
Accounts Receivable
Accounts Receivable primarily represent the amount from four (4) technology customers. In some cases, customer receivables are due immediately upon demand; however, in most cases, the Company offers net 30 terms, where payment is due in full 30 days after the invoice date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the age of accounts receivable balances, economic conditions that may affect a customer’s ability to pay, and expected default rates. Trade receivables are written off when they are considered uncollectible.
As
of September 30, 2025, and December 31, 2024, management determined that the allowance for doubtful accounts was $
| F-18 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Research and Development (R and D) Cost
The
Company acknowledges that future benefits from research and development (R and D) are uncertain; therefore, we cannot capitalize on R
and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the
Three Months ended September 30, 2025, and 2024, the Company incurred R and D costs of $
Legal Proceedings
The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred.
The Company and its subsidiaries are involved in the following legal proceedings:
Asher Alkoby, et al. v. FDCTech
This action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024. The claimants are Asher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), a Malta-incorporated broker that FDCTech purchased in June 2023. Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money laundering deficiencies and was fined by the Financial Intelligence Analysis Unit.
An external audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in the net capital of the company being lower than disclosed during negotiations. Based on these findings, FDCTech withheld the final payment to the sellers.
The claimants are seeking approximately $ million in amounts they allege are owing under the Share Sale Agreement, which they are seeking to rectify to make it legally enforceable. The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable and seeks repayment of $ paid to the sellers. On October 17, 2025, the Court granted the claimants permission to amend their claim to include a third claimant. The Company has prepared an Amended Defense and Counterclaim through Counsel, which will be served shortly. A Costs and Case Management Conference has been scheduled for November 17, 2025, at which directions will be given to the trial.
FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al.
This action is pending in the Superior Court of California, County of Orange. FDCTech alleges that the defendants, through their websites Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud, illegal conduct, and regulatory violations. The Company claims these statements have caused significant reputational and financial harm, including lost business opportunities. FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment for the removal of defamatory content.
The complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief. The complaint was filed in 2025 but had not yet been served as of September 30, 2025. A hearing is scheduled for December 15, 2025, on the Company’s motion.
Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023)
This
appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta. On September 23, 2023, the Financial Intelligence Analysis
Unit (FIAU) imposed an administrative penalty of €
The Company filed this appeal on October 19, 2023, challenging the decision-making process that led to the imposition of the penalty as well as the law on which it was based, asserting that the penalty is arbitrary and excessive, and claiming that certain aspects of the decision are unfounded both by law and in fact. The Company seeks to overturn the administrative penalty and the follow-up directive imposed by FIAU. The case is in the evidentiary production stage pertaining to the Company as appellant. On October 24, 2025, a hearing was held for the Company to continue presenting evidence. The Court is expected to schedule an additional hearing for the FIAU to cross-examine the Company’s witnesses, following which the matter will be adjourned for final legal submissions.
Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024)
This constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same September 23, 2023, FIAU decision described above. The Company filed this application on April 2, 2024, challenging: (i) the composition of the FIAU and its enabling law; (ii) the decision-making processes which allegedly breach the Company’s fundamental human right to a fair hearing; and (iii) that given the penal nature of the penalty, in breach of the Constitution of Malta, the Company was not adjudged by an independent court. The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.
A first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim. The First Hall Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties being imposed by the FIAU are more akin to a penal sanction and that, therefore, subject persons should be afforded the full rights afforded to an accused under criminal law and has consistently quashed FIAU decisions on this basis. While these judgments are, in most part, subject to further appeal before the Constitutional Court of Appeal and have, in two instances, been overturned by the Constitutional Court of Appeal, the Company considers that the principles underpinning such previous judgments are applicable to the Company. The case remains pending as of September 30, 2025.
The Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously. However, litigation is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.
| F-19 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of Long-Lived Assets
The
Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under the standard,
long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may
not be recoverable. An impairment charge is recognized when the asset’s carrying value exceeds the fair value. There were
Provision for Income Taxes
The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year.
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, exceeding 50%, that is likely to be realized upon ultimate settlement. The Company considers various factors when evaluating and estimating its tax positions and benefits, which necessitate periodic adjustments that may not accurately predict actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of its operations. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months.
Software Development Costs
According to ASC 985-20, Software development costs, including expenses incurred to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the capitalized software development costs using the straight-line method over the estimated useful life of the application software. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Digital Assets Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Investing and Trading App in January 2021.
The
Company estimates the useful life of the software to be three (
The Company is developing the Condor Investing and Trading App. The Company is currently capitalizing on the costs associated with the development. The R and D costs in the period ending September 30, 2022, were incurred in evaluating the technological feasibility of the Robo Advice Platform. The R and D costs in the period ending December 31, 2022, were incurred while evaluating the technological feasibility of the Condor Investing and Trading App. There were no R and D costs for the three months ending September 30, 2025, and 2024.
The Company capitalizes major costs incurred during the application development stage for internal-use software.
Convertible Debentures
The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments, including certain convertible preferred stock classified as a liability, to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815.
If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount in accordance with ASC Topic 470-20, Debt with Conversion and Other Options. In such circumstances, the convertible debt is recorded net of the discount related to the Black-Scholes formula. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method.
| F-20 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation and Re-measurement
The Company translates its foreign operations into US dollars in accordance with ASC 830, “Foreign Currency Matters.” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change occurs.
We have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP), respectively, into US$1.00 at the following exchange rates for the respective dates:
The exchange rate at the reporting end date:
SCHEDULE OF EXCHANGE RATE
| September 30, 2025 | December 31, 2024 | |||||||
| USD: AUD | $ | |||||||
| USD: EUR | $ | |||||||
| USD: GBP | $ | |||||||
Average exchange rate for the period:
| Q1 2025 | Q2 2025 | Q3 2025 | ||||||||||
| USD: AUD | $ | |||||||||||
| USD: EUR | $ | |||||||||||
| USD: GBP | $ | |||||||||||
| Foreign currency exchange rate, translation | $ | |||||||||||
ADS’ functional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting currency is the US dollar. APL’s functional currency is GBP, and its reporting currency is US dollars.
The Company translates its records into USD as follows:
| ● | Assets and liabilities at the rate of exchange in effect at the balance sheet date | |
| ● | Equities at the historical rate | |
| ● | Revenue and expense items at the average rate of exchange prevailing during the period |
| F-21 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value
The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values:
Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value.
Income Approach – The income approach utilizes estimated future cash flows or earnings, adjusted by a discount rate that reflects the time value of money and the risk of not achieving the cash flows, to derive a discounted present value.
Cost Approach – The cost approach uses the estimated cost to replace an asset, adjusted for the obsolescence of the existing asset.
The Company ranks the fair value hierarchy of information sources from Level 1 (the best) to Level 3 (the worst). The Company uses these three levels to select inputs for valuation techniques:
| Level I | Level 2 | Level 3 | ||
| Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. | Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit, based on the sales, EBITDA, or net income of comparable companies. | Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast. |
The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net profit (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of September 30, 2025, and 2024, the Company had weighted and basic and dilutive shares issued and outstanding.
During the period ended September 30, 2025, common stock equivalents were dilutive due to net income. Hence, they were considered in the computation.
During the period ended September 30, 2024, common stock equivalents were anti-dilutive due to net loss. Hence, they were not considered in the computation.
Reclassifications
We have reclassified certain amounts from the prior period to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period.
| F-22 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 Company’s accounting policies for revenue sources within the scope of ASC 606.
NOTE 3. MANAGEMENT’S PLANS
The Company has prepared consolidated financial
statements on a going concern basis, which assumes the realization of assets and the settlement of liabilities and commitments in the
ordinary course of business. At September 30, 2025, and December 31, 2024, the accumulated deficit was $
Since its inception, the Company has sustained recurring
losses and negative cash flows from operations. During the nine months ended September 30, 2025, and 2024, the Company incurred net income
of $
As
of September 30, 2025, the Company had a cash balance of $
While the Company has adequate liquidity to sustain its existing business activities, its strategic growth initiatives, particularly in the development of financial technologies, may require additional capital investment. To accelerate expansion and enhance its technological offerings, the Company may seek external financing through private equity, public markets, or credit facilities. However, the availability and terms of such financing cannot be guaranteed.
Management remains focused on strengthening the company’s financial position by expanding its global customer base, increasing revenue from its diversified portfolio of technological solutions, and working toward achieving a positive cash flow. To support long-term growth, the Company also plans to invest in long-lived assets that will drive economic benefits beyond the fiscal year 2025. Additionally, Management may explore revolving loan agreements with financial institutions or other funding options, as needed, to complement its organic growth strategy.
The Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. See Note 8 for Notes Payable. As the Company increases its global customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal year 2025.
| F-23 |
NOTE 4. CAPITALIZED SOFTWARE COSTS
During
the three months ended September 30, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized
software was three (
At
September 30, 2025, and December 31, 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries,
was $
The Company has estimated aggregate amortization expenses for each of the five succeeding fiscal years, based on the estimated lifespan of the software asset of three years.
NOTE 5. RELATED PARTY TRANSACTIONS
Between
February 22, 2016, and April 24, 2017, the Company borrowed $
Between
March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued shares to Susan
Eaglstein and shares to Brent Eaglstein at $ per share, a cumulative cash amount of $
On
February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.
The Company eliminated all four FRH Group convertible notes, including interest, of $
In
September 2022, the Company issued
common stock for cash consideration of $
In
January 2023, the Company issued common stock for a cash consideration of $
In January 2023, Eaglstein and Firoz transferred and shares to Kundnani, the Company’s director. As of September 30, 2023, the Company had preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding , , and shares, respectively.
On
September 30, 2023, the Company signed a definitive agreement with Alchemy Group, pursuant to which the Company acquired
On
November 30, 2023, the Company purchased shares of Alchemy Markets Holdings Ltd. (Alchemy BVI) from Alchemy Prime Holdings Ltd. (APHL)
in exchange for shares of Series B Preferred Stock. The Company did not exchange cash in the transaction. The Company has issued
the Series B Preferred stock to APHL. Kundnani, a related party, is the sole shareholder of APHL, a related party. As a result, the Company
now owns one hundred percent (
| F-24 |
NOTE 5. RELATED PARTY TRANSACTIONS (continued)
On
November 30, 2023, the Company purchased one hundred percent (
Kundnani,
a related party, purchased Series A Preferred stock of FDCTech for $
Kundnani,
a related party, purchased shares of the Company’s common stock for $
In
December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $
On
January 4, 2024, the Company issued
On January 4, 2024, the Company issued Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $per share.
On January 4, 2024, the Company issued Series B preferred stock to FRH Group for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to William B. Barnett, Esq., for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Susan E. Eaglstein for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Gope S. Kundnani for services valued at $ per share.
On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) shares of Series A Preferred Stock of the Company issued to Felix R Hong.
On February 07, 2025, the Company issued Series B preferred stock to Nick G. Kundnani for services valued at $ per share.
| F-25 |
NOTE 6. LINE OF CREDIT
Since
June 2016, the Company has obtained an unsecured revolving line of credit of $
As
of September 30, 2025, the Company complies with the credit line’s terms and conditions. As of September 30, 2025, and
December 31, 2024, the outstanding balances were $
NOTE 7. NOTES PAYABLE
Cares Act – Paycheck Protection Program (PPP Note)
On
May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($
SBA Loan
On
May 22, 2020, the Company received $
AJB Note
On
January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),
a Delaware limited liability company, for the principal amount of $
On December 27, 2023, the Company redeemed the Warrants on the following terms:
| i) | The Company shall pay $ |
| ii) | The Company shall pay $ |
The Company issued to the Purchaser restricted shares of the Company’s Common Stock (the “Shares”) on December 27, 2023 (the “Share Issuance”).
Economic Injury Disaster Loan (EIDL)
The
Small Business Administration offers the Economic Injury Disaster Loan program. The CARES Act modified the program to offer an emergency
grant of up to $
| F-26 |
NOTE 8. COMMITMENTS AND CONTINGENCIES
Office Facility and Other Operating Leases
Irvine, California, USA (Company’s 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 $
Brisbane, Australia (ADS Office)
Effective
January 1, 2024, to the present, the Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia.
This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole
calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if
needed. The new rent payment or membership fee for the ADS Office is approximately $
Limassol, Cyprus Lease (Company’s Executive Rental)
From
February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s
monthly rent payment is $
Limassol, Cyprus Lease, Europe (ATECH Office)
Effective
August 26, 2024, ATECH has entered into a Sublease Agreement for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou
Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the
“Sublessee”), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and
any other usage is explicitly prohibited under the terms of the agreement.
St. Julian, Malta (AML Office)
Effective
July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01,
Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as
“Renewal Term”). The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate
this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate
this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office
is €
Tel Aviv, Israel (AML Sales Office)
Effective
July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem
Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including
internet connectivity, printing, and access to conference rooms. The agreement operates on a monthly, automatically renewing basis with
a total monthly fee of $
| F-27 |
NOTE 8. COMMITMENTS AND CONTINGENCIES (continued)
London, United Kingdom (APL Office)
Effective
December 20, 2024, APL entered into a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell,
London, EC1V BAR. Agop Tanielian and Hourig Mercedes Tanielian hold the lease as landlords, and the Company, through its subsidiary
Alchemy Prime Limited, is the tenant. The lease has a fixed term of
Employment Agreement
Accrued Interest
At
September 30, 2025, and December 31, 2024, the cumulative accrued interest for SBA and other loans defined as an accrued non-current
was $
Pending Litigation
The Company and its subsidiaries are involved in various legal proceedings arising in the ordinary course of business. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable.
As of September 30, 2025, the Company’s material legal proceedings include the following:
Asher Alkoby, et al. v. FDCTech
The Company is defending a claim in the London Circuit Commercial Court (Claim Number LM-2024-000330) on December 9, 2024, brought by former shareholders of Alchemy Markets Ltd. (AML) acquired by the Company in June 2023. The claimants seek approximately $ million under the Share Sale Agreement. The Company has counterclaimed for approximately $ based on alleged breaches of representations and warranties, including undisclosed anti-money laundering deficiencies and misrepresentations regarding net capital. The Company believes it has meritorious defenses and counterclaims. A case management conference is scheduled for November 17, 2025. As of September 30, 2025, the Company cannot reasonably estimate the possible loss, if any, related to this matter and has not recorded an accrual.
FDCTech, Inc. v. Intelligenceline.com, et al.
The Company filed a complaint in the Superior Court of California, County of Orange, alleging defamation, trade libel, and false light against operators of certain websites that published allegedly false and defamatory statements about the Company. The complaint seeks damages and injunctive relief. As of September 30, 2025, the complaint had not been served. The Company believes the likelihood of loss related to this matter is remote.
Alchemy Markets Ltd. FIAU Matters
In
September 2023, the Financial Intelligence Analysis Unit (FIAU) of Malta imposed an administrative penalty of €
The Company cannot reasonably estimate the possible loss, if any, at this time. The outcome of these proceedings is uncertain and could differ materially from management’s estimates.
While the Company believes it has meritorious positions in the above matters, litigation is inherently uncertain, and unfavorable outcomes could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
Tax Compliance Matters
From its inception to the present, the Company’s officers have been paid as independent contractors. As of September 30, 2025, the Company believes its payroll tax liabilities are not yet estimated. The Company’s federal taxes are acceptable to the Internal Revenue Service.
| F-28 |
NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT)
Authorized Shares
An Information Statement is being made available by the Board of Directors of FDCTech, Inc., a Delaware corporation (the “Company”), to holders of record of the Company’s common stock at the close of business on September 4, 2025 (the “Record Date”). The purpose of this Information Statement is to inform the Company stockholders of the following actions taken by written consent of the holders of a majority of the Company’s voting stock, dated September 4, 2025:
| 1. | To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from to (the “Authorized Share Increase”), and the number of Preferred Stock from shares to shares (the “Authorized Share Increase”). | |
| 2. | To authorize our
Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect a Reverse Stock
Split of all outstanding shares of our common stock in a ratio of |
On
September 4, 2025, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes
of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described
in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and our bylaws. On September 4, 2025, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders
(common stock and Series A Preferred) own shares, representing
Since the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken. We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and the accompanying notice are mailed to our stockholders. Our Board retains authority to abandon either or both of the Corporate Actions for any reason at any time prior to the effective date of the respective Corporate Action.
Previously,
on February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change the authorized
shares. As per the Amendment, the Company shall have the authority to issue
On February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 10, 2022 (the “Record Date”) of the common stock, $ par value per share (the “Common Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding capital stock (the “Approving Stockholders”):
| 1. | To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from to (the “Authorized Share Increase” and together with the 2022 Equity Plan, the “Corporate Action”), and |
| 2. | To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”) |
On
February 10, 2022, the Board approved the Corporate Actions. To implement the actions, the Company opted to obtain written consent from
a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws. On February
10, 2022, the Approving Stockholders gave their approval. On February 10, 2022, the Approving Stockholders approved the Corporate Actions
by written consent. The Approving Stockholders (common stock only) own shares, representing
As of December 31, 2022, the Company had no equity compensation plans.
On
February 21, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes
of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described
in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)
and our bylaws. On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders
(common stock only) own shares, representing
On March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $ par value per share (the “Common Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding capital stock (the “Approving Stockholders”):
| 1. | To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from to (the “Authorized Share Increase”), and | |
| 2. | To authorize our Board
of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect a Reverse Stock Split
of all outstanding shares of our common stock in a ratio of | |
| 3. | To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”). |
As both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been completed. We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and the accompanying notice are mailed to our stockholders. Our Board may abandon either or both Corporate Actions for any reason before their effective date.
| F-29 |
NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
As of December 31, 2024, and 2023, the Company’s authorized capital stock consists of shares of preferred stock, a par value of $ per share, and shares of common stock, a par value of $ per share.
As of September 30, 2025, and December 31, 2024, the Company had and common shares issued and outstanding, respectively.
As of September 30, 2025, and December 31, 2024, the Company had and Series A Preferred stock issued and outstanding.
As of September 30, 2025, and December 31, 2024, the Company had and Series B Preferred Stock issued and outstanding.
Series A Preferred Stock
The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024.
SCHEDULE OF SERIES A PREFERRED STOCK
| Name and Address(1) | Title of Class (4) | Number of Shares Beneficially Owned | Percent of Class | |||||||
| Mitch Eaglstein | % | |||||||||
| Gope S. Kundnani (5) | % | |||||||||
| Officers and Directors as a group (2 persons) | % | |||||||||
| (4) | ||
| (5) |
On
November 30, 2023, the Company issued Series A Preferred Stock to Kundnani, valued at $
On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) shares of Series A Preferred Stock of the Company issued to Felix R Hong.
Series B Preferred Stock
The percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ending September 30, 2025.
SCHEDULE OF SERIES OF PREFERRED STOCK
| Name and Address(1) | Title of Class (6) | Number of Shares Beneficially Owned | Percent of Class | |||||||
| Alchemy Prime Holdings Ltd. | % | |||||||||
| Gope S. Kundnani | % | |||||||||
| Mitchell M. Eaglstein | % | |||||||||
| Imran Firoz | % | |||||||||
| FRH Group | % | |||||||||
| William B. Barnett | % | |||||||||
| Susan E. Eaglstein | % | |||||||||
| Nick G. Kundnani | % | |||||||||
| Officers and Directors as a group (3 persons) | % | |||||||||
| (6) |
| F-30 |
NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
On
November 30, 2023, the Company issued Series B Preferred Stock to Kundnani, valued at $
On January 4, 2024, the Company issued Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to FRH Group for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to William B. Barnett, Esq., for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Susan E. Eaglstein for services valued at $ per share.
On January 4, 2024, the Company issued Series B preferred stock to Gope S. Kundnani for services valued at $per share.
On January 30, 2024, the Company issued Series B preferred stock to Gope S. Kundnani for cash valued at $ per share.
On February 07, 2025, the Company issued Series B preferred stock to Nick G. Kundnani for cash valued at $ per share.
Common Stock
On January 21, 2016, the Company collectively issued and common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company.
On December 12, 2016, the Company issued common shares to the remaining two (2) founding members.
On
March 15, 2017, the Company issued restricted common shares for platform development valued at $
On
March 15, 2017, the Company issued restricted common shares for professional services to three (3) individuals valued at $
On
March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued shares to Susan Eaglstein
for a cash amount of $
On
March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued shares to Bret Eaglstein
for a cash amount of $
Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director of the Company.
From July 1, 2017, to October 03, 2017, the Company has issued units for a cash amount of $ under its offering Memorandum, where the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).
On
October 31, 2017, the Company issued restricted common shares to management consultants valued at $
On
January 15, 2019, the Company issued restricted common shares for professional services to eight (8) consultants valued at $
From
January 29, 2019, to February 15, 2019, the Company issued registered shares under the Securities Act of 1933 for a cash amount
of $
| F-31 |
NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
Effective
June 3, 2020, the Company issued shares of common stock to Benchmark Investments, Inc. (“Broker-Dealer” or “Kingswood
Capital Markets”) at $ per share for a total value of $
On
October 1, 2020, the Company issued restricted common shares to a digital marketing consultant valued at $
On
January 31, 2021, the Company issued restricted common shares in exchange for professional services to two consultants, valued
at $
On
February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.
The Company eliminated all four FRH Group convertible notes, including interest, of $
On
May 19, 2021, the Company issued restricted common shares in exchange for professional services to a consultant, valued at
$
On
June 2, 2021, the Company issued restricted common shares under the Genesis Agreement to a consultant, valued at $
On
June 15, 2021, the Company issued restricted common shares to a board member for services to a consultant valued at $
On
July 6, 2021, the Company issued restricted common shares to a board member in exchange for services rendered by a consultant,
valued at $
On
July 20, 2021, the Company issued restricted common shares in exchange for professional services to a consultant, valued at $
On
October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company
issued shares to AD Securities America, LLC for $
On
October 5, 2021, the Company issued restricted common shares in exchange for professional services to a consultant, valued
at $
In
November 2021, the Company issued registered shares to White Lion for a gross cash amount of $
On
December 22, 2021, the Company issued restricted common shares to ADFP to acquire a
In
December 2021, the Company issued restricted common shares to two board members, a consultant, and two officers for services
and software development valued at $
On
January 4, 2022, the Company issued restricted common shares in exchange for professional services to a consultant, valued
at $
| F-32 |
NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
From
January 4, 2022, to February 10, 2022, the Company issued registered shares to White Lion for a gross cash amount of $
On
January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’).
The Company issued common stock valued at $
On
July 31, 2022, the Company issued restricted common shares to a consultant in exchange for professional services, valued at $
On
September 30, 2022, the Company issued restricted common shares for cash valued at $
On
September 30, 2022, the Company issued restricted common shares to Gope S. Kundnani for services valued at $
On
December 12, 2022, the Company issued restricted common shares to two officers for services valued at $
On
December 15, 2022, the Company issued restricted common shares to two officers for services valued at $
On
January 25, 2023, the Company issued restricted common shares to AJB as compensation for consideration shares related to the
AJB Note, valued at $
On
January 25, 2023, the Company issued restricted common shares for cash valued at $
On
March 28, 2023, the Company issued restricted common shares for cash valued at $
On
November 30, 2023, the Company issued restricted shares for cash valued at $
On
December 27, 2023, the Company issued restricted common shares to AJB in exchange for redeeming warrants valued at $
On
May 9, 2024, the Company issued shares for a cash value of $
On
January 1, 2025, the Company issued shares to various employees of its subsidiaries valued at
NOTE 10. WARRANTS
The
Company issued common stock valued at $
NOTE 11. COMPREHENSIVE INCOME
The Company’s other comprehensive income (OCI) comprises foreign currency translation adjustments from subsidiaries that do not use the U.S. dollar as their functional currency.
The following table shows the changes in AOCI by component for the three months ending September 30, 2025, and 2024:
SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME
| Accumulated Comprehensive Income: | Cumulative Foreign Currency Translation | |||
| Balance as of June 30, 2024 | $ | ( | ) | |
| Other comprehensive income/(loss), ADS | ||||
| Other comprehensive income/(loss), AML | ||||
| Other comprehensive income/(loss), APL | ||||
| Other comprehensive income/(loss), ATECH | ||||
| Total other comprehensive income/(loss) | ||||
| Balance as of September 30, 2024 | $ | |||
| Balance as of June 30, 2025 | $ | ( | ) | |
| Other comprehensive income/(loss), ADS | ( | ) | ||
| Other comprehensive income/(loss), AML | ( | ) | ||
| Other comprehensive income/(loss), APL | ||||
| Other comprehensive income/(loss), ATECH | ||||
| Total other comprehensive income/(loss) | ( | ) | ||
| Balance as of September 30, 2025 | $ | ( | ) | |
| F-33 |
NOTE 11. COMPREHENSIVE INCOME (continued)
The following table shows the changes in AOCI by component for the nine months ending September 30, 2025, and 2024:
| Accumulated Comprehensive Income: | Cumulative Foreign Currency Translation | |||
| Balance as of December 31, 2023 | $ | |||
| Other comprehensive income/(loss), ADS | ||||
| Other comprehensive income/(loss), AML | ( | ) | ||
| Other comprehensive income/(loss), APL | ||||
| Other comprehensive income/(loss), ATECH | ||||
| Total other comprehensive income/(loss) | ( | ) | ||
| Balance as of September 30, 2024 | $ | |||
| Balance as of December 31, 2024 | $ | |||
| Other comprehensive income/(loss), ADS | ( | ) | ||
| Other comprehensive income/(loss), AML | ( | ) | ||
| Other comprehensive income/(loss), APL | ||||
| Other comprehensive income/(loss), ATECH | ||||
| Total other comprehensive income/(loss) | ( | ) | ||
| Balance as of September 30, 2025 | $ | ( | ) | |
NOTE 12. OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits.
NOTE 13. SUBSEQUENT EVENTS
Acquisition of Alchemy International Ltd. (“AIL”)
On November 11, 2025, announced it has finalized the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer regulated under license number SD136 by the Financial Services Authority (FSA). The change of control was approved on October 29, 2025, by the FSA. Alchemy International becomes a key operational subsidiary within Company’s expanding global architecture, enabling the Company to serve a broader base of offshore brokerages, high-frequency traders, and institutional clients seeking regulated access to foreign exchange and multi-asset markets.
Available
financial information: AIL reported audited IFRS revenue, net profit, and net assets of $
As the acquisition closed after the reporting date, it is a non-recognized/non-adjusting subsequent event. No adjustments have been recorded to the accompanying historical financial statements. The transaction will be accounted for as a business combination under ASC 805 (U.S. GAAP) on the acquisition date, with identifiable assets acquired and liabilities assumed recognized at their acquisition-date fair values and any excess purchase consideration recognized as goodwill. The Company is performing a preliminary purchase price allocation; the measurement period will not exceed one year from the acquisition date. Given the nature of AIL’s operations, identifiable intangibles are expected to include customer relationships and technology; the assembled workforce will not be recognized as an intangible asset. Evaluation of any separately identifiable regulatory rights will be completed as part of the valuation analysis.
The Company will provide the required pro forma financial information and significance analyses in its SEC filings according to Rule 3-05 of Regulation S-X.
Xoala Asia — Mauritius PIS License
On November 6, 2025, Xoala Asia was granted a Payment Intermediary Services (“PIS”) license by the Financial Services Commission of Mauritius (the “FSC”) (license no. GB25204956) pursuant to Section 14 of the Financial Services Act 2007 (Mauritius) and the Financial Services Rules 2008. The PIS license authorizes Xoala Asia to operate as a payment intermediary in Mauritius and to build out the following activities consistent with its business plan:
| ● | facilitate payment transactions between payers and recipients, including initiation, processing, and settlement; | |
| ● | provide secure payment-gateway services for online and mobile card transactions; | |
| ● | acquire merchants and enable acceptance and processing across retail, e-commerce, and other channels; | |
| ● | facilitate cross-border payments and remittances for businesses and individuals; and | |
| ● | process credit and debit card payments, managing the full transaction lifecycle from authorization through settlement. |
Management is in the process of implementing the compliance, technology, and operating framework required by the FSC (including AML/CFT, safeguarding of client funds where applicable, operational resilience, data protection, and reporting). Commencement of commercial operations will depend on the successful onboarding of merchants and partners and continuing adherence to FSC requirements.
The granting of the PIS license occurred after the [Balance Sheet Date] and does not provide additional evidence of conditions that existed at that date. Accordingly, under ASC 855 (U.S. GAAP), this is a non-recognized subsequent event (Type II). No adjustments have been made to the consolidated financial statements as of and for the period ended September 30, 2025. At the date these financial statements were issued, management cannot reasonably estimate the financial impact of this license on future periods.
The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that no other events would require adjustments to our disclosures in the consolidated financial statements.
| F-34 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “forecast” and similar expressions (or the negative of such expressions). Forward looking statements include, but are not limited to, financial and operational information, the volatility of our stock price, current competitive conditions and the impact of U.S. tariffs, trade barriers and restrictions. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
The Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities, digital assets, social/copy trading, and other high-growth fintech markets.
From December 2021 onwards, the Company has been growing through its acquisition strategy, specializing in the purchase and integration of small to mid-sized legacy financial services companies. The Company intends to build a diversified global software-driven financial services company. The Company continues to acquire, integrate, transform, and scale legacy financial service companies. The Company replaces conventional legacy software infrastructure of target companies with its proprietary, regulatory-grade Condor trading technologies, aiming to enhance the end-user experience, increase client retention, and achieve cost synergies.
The Company is a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries. The company provides a range of proprietary and third-party technology solutions, including its flagship Condor Trading Technology, which supports multi-asset trading, risk management, and pricing for forex, equities, commodities, and digital assets.
FDCTech follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms. Through its recent acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services.
Key subsidiaries include:
| ● | AD Advisory Services Pty Ltd. (ADS) – An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. | |
| ● | Alchemy Markets Ltd. (AML) – A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering trading services across multiple asset classes in various European markets. | |
| ● | Alchemy Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services. | |
| ● | AlchemyTech Ltd. (ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries and affiliated companies. |
FDCTech continues to drive innovation by developing next-generation trading platforms, such as the Condor Pro Multi-Asset Trading Platform, and expanding its market reach. The company remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement across global financial markets.
Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development.
| 4 |
Investment and Brokerage (Europe and UK)
AML is authorized to deal with its account (market maker) as a Category 3 licensed entity by the Malta Financial Services Authority (MFSA), receive and transmit orders for retail and professional clients, hold and control clients’ money and assets. AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time. AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. In May 2024, Mitchell M. Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd. (AML) to oversee operations in Malta.
APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, and safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets. It is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland.
On May 27, 2025, FDCTech, Inc. (the “Company”) formed a new wholly owned subsidiary, Prime Intermarket Group Eurasia (“PIG Eurasia”), incorporated in the Republic of Mauritius. PIG Eurasia is structured as a Private Company limited by shares and is regulated by the Financial Services Commission of Mauritius under the Companies Act. The subsidiary will operate under a SEC-2.1B Investment Dealer License (Full-Service Dealer, excluding Underwriting). At present, there PIG Eurasia has no operations.
Investment and Brokerage (Trading Revenues) & Gross Margins*:
Nine months ended September 30, 2025 (Unaudited) | Nine months ended September 30, 2024 (Unaudited) | |||||||
| Revenue | $ | 8,938,912 | 12,169,469 | |||||
| Cost of sales | $ | 3,458,121 | 6,363,631 | |||||
| Gross Profit (loss) | $ | 5,480,791 | 5,805,838 | |||||
| Gross Margins | 61.31 | % | 47.71 | % | ||||
Wealth Management Business
On December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd, ACN 628 331 117, of Level 38, 71 Eagle Street, Brisbane, Queensland, Australia 4000 (“ADFP” or “Target”). According to the Agreement, the Company acquired 51% of ADFP’s issued and outstanding shares of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. ADFP owns one hundred percent (100%) equity interest in AD Advisory Services Pty Ltd (“ADS”). As a result, the Company is a 51% owner of ADS. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple Australian regulators. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for financial services providers. ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.
AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers & accountants in Australia. ADS offers financial planners various licensing, compliance, and education solutions to meet the specific needs of their practice.
Wealth Management Revenue & Gross Margins:
Nine months ended September 30, 2025 (Unaudited) | Nine months ended September 30, 2024 (Unaudited) | |||||||
| Revenue | $ | 4,976,601 | 4,922,551 | |||||
| Cost of sales | $ | 4,410,589 | 4,461,671 | |||||
| Gross profit (loss) | $ | 566,012 | 460,880 | |||||
| Gross margins | 11.37 | % | 9.36 | % | ||||
| 5 |
Technology & Software Development Business
For the three months ended September 30, 2025, and 2024, the Company had seven and nine licensing agreements, respectively, for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.
The Company is developing the Condor Investing & Trading App, a simplified trading platform designed for traders with varying levels of experience in trading stocks, ETFs, and other financial markets, accessible from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the 2025 fiscal year.
IT, Sales & Marketing Service Provider (Cyprus)
On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Company’s subsidiaries and affiliate companies with information technology, sales, and marketing services. The Company has mandated ATECH to develop, market, and distribute the Condor Pro Multi-Asset Trading Platform to qualified market participants, including brokers, professional traders, hedge funds, and other financial institutions.
Technology & Software Development Revenue & Gross Margins:
Nine months ended September 30, 2025 (Unaudited) | Nine months ended September 30, 2024 (Unaudited) | |||||||
| Revenue | $ | 3,400,210 | 1,086,844 | |||||
| Cost of sales | $ | - | 119,708 | |||||
| Gross profit (loss) | $ | 3,400,210 | 967,136 | |||||
| Gross Margins | 100.00 | % | 88.99 | % | ||||
CIM Acquisition Termination
On July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in a change of ownership in the CMA application. The Company believed that this would cause further delays in the approval process. Our board has decided that the management team focus on expanding and developing our core non-US foreign exchange business to maximize shareholder value.
Bank Acquisition Termination
In April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company paid the community bank a sum of $100,000 in six equal installments of $15,000, plus one final payment of $10,000, from April 2024 to November 2024.
Consolidated Financial Summary
The Company has prepared consolidated financial statements on a going concern basis, which assumes the realization of assets and the settlement of liabilities and commitments in the ordinary course of business. For the nine months ended September 30, 2025, and 2024, the Company generated $17,315,723 and $18,178,864 in revenues, and a net profit of $436,159 and $861,395.
Financial Condition as of September 30, 2025
On September 30, 2025, the accumulated deficit, cash balance, and working capital surplus were $2,241,003, $24,777,611, and $9,426,209, respectively.
Financial Condition at December 31, 2024
As of December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,563,620, $24,781,389, and $9,097,591, respectively.
Although we believe our cash balance is sufficient to fund our operations and growth, the Company plans to raise additional capital, as disclosed in Subsequent Events. The Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. As the Company increases its global customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal 2025.
| 6 |
RESULTS OF OPERATIONS
Three Months Ended September 30, 2025, compared with Three Months Ended September 30, 2024
The consolidated revenues for the three months ended September 30, 2025, and 2024 were $5,903,372 and $5,673,008, respectively. During the three months ended September 30, 2025, and 2024, the Company reported a net income and a net loss of $755,408 and $649,565, respectively.
The total revenue breakdown for the three months ended September 30, 2025, and 2024 is below:
| Three Months Ended | September 30, 2025 | September 30, 2024 | ||||||
| Revenue Description | % of Total | % of Total | ||||||
| Technology Solutions | 23.59 | % | 9.38 | % | ||||
| Wealth Management | 30.29 | % | 29.43 | % | ||||
| Brokerage | 46.12 | % | 61.19 | % | ||||
| Total | 100.00 | % | 100.00 | % | ||||
During the three months ended September 30, 2025, and 2024, the Company incurred general and administrative costs (“G&A”) of $2,743,574 and $2,754,088 (excluding amortization expenses), respectively. The G&A costs were 46.47% and 48.55% of the revenue for the three months ended September 30, 2025, and 2024, respectively. Amortization expenses were $0 and $93,541 for the three months ended September 30, 2025, and 2024, respectively, included in the Cost of sales.
The rental expense was $66,511 and $10,861 for the three months ended September 30, 2025, and 2024, respectively.
The Company incurred $323,634 and $383,777 in sales, marketing, and advertising costs (“sales and marketing”) for the three months ended September 30, 2025, and 2024. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 5.48% and 6.76% of the sales for the fiscal year ending September 30, 2025, and 2024, respectively.
Nine months ended September 30, 2025, compared with Nine months ended September 30, 2024
The consolidated revenues for the nine months ended September 30, 2025, and 2024 were $17,315,723 and $18,178,864, respectively. During the three months ended September 30, 2025, and 2024, the Company reported net income and a net loss of $436,159 and $861,395, respectively.
The total revenue breakdown for the three months ended September 30, 2025, and 2024 is below:
| Nine months ended | September 30, 2025 | September 30, 2024 | ||||||
| Revenue Description | % of Total | % of Total | ||||||
| Technology Solutions | 19.64 | % | 5.98 | % | ||||
| Wealth Management | 28.74 | % | 27.08 | % | ||||
| Brokerage | 51.62 | % | 66.94 | % | ||||
| Total | 100.00 | % | 100.00 | % | ||||
During the nine months ended September 30, 2025, and 2024, the Company incurred general and administrative costs (“G&A”) of $7,523,340 and $7,575,616 (excluding amortization expenses), respectively. The G&A costs were 43.45% and 41.67% of the revenue for the nine months ended September 30, 2025, and 2024, respectively. Amortization expenses were $0 and $119,708 for the nine months ended September 30, 2025, and 2024, respectively, included in the Cost of sales.
The rental expense was $199,533 and $32,583 for the nine months ended September 30, 2025, and 2024, respectively.
The Company incurred $898,430 and $1,211,724 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2025, and 2024. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 5.19% and 6.67% of the sales for the fiscal year ending September 30, 2024, and 2023, respectively.
| 7 |
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2025, and December 31, 2024, we had cash balances of $24,777,611 and $24,781,389, respectively. At September 30, 2025, and December 31, 2024, the working capital surplus was $9,426,209 and $9,097,591, respectively. The increase in working capital surplus was primarily due to the acquisition of AML and APL, resulting in an increase in current assets over current liabilities as of September 30, 2025.
We generate a substantial portion of our operating income outside the United States, which is indefinitely reinvested in foreign jurisdictions. Consequently, as outlined under “Cash and Cash Equivalent,” the majority of our cash and short-term investments are held by our foreign subsidiaries. At present, we do not intend to repatriate these funds and do not foresee a need to do so.
The company maintains multiple sources of liquidity, including cash flow from operations, potential capital raises, and strategic financing arrangements. FDCTech is actively managing its working capital to support ongoing business expansion, including the development of its Condor Trading Technology, regulatory compliance initiatives, and integration of newly acquired entities.
Key liquidity factors include:
| ● | Operating Cash Flow: The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue growth. | |
| ● | Capital Expenditures: Investment in proprietary trading platforms and software development remains a priority. | |
| ● | Financing Activities: FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its expansion. Future capital-raising efforts may be necessary to fund acquisitions and market expansion. |
Management believes that existing cash reserves, combined with expected revenue growth and potential financing opportunities, will provide sufficient liquidity to meet both operational and strategic needs. However, external market conditions, regulatory changes, and acquisition-related expenditures could impact future liquidity requirements.
We anticipate that our existing domestic cash, short-term investments, and cash flows from operations will be sufficient to fund our domestic operating activities and fulfill our cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayments, and capital expenditures, for at least the next 12 months and for the foreseeable future.
Should we require additional capital in the United States beyond what our domestic operations generate—for instance, to fund significant discretionary activities such as business acquisitions or share repurchases—we could choose to repatriate future earnings from foreign jurisdictions or raise capital within the United States through debt or equity issuances. These alternatives may result in higher effective tax rates, increased interest expenses, or dilution of our earnings. We have previously borrowed funds domestically and believe that we can continue to do so at reasonable interest rates.
Over the next 12 months, the Company will continue investing in sales, marketing, product development, and technology solutions to enhance customer service and expand its market presence. Capital expenditures are anticipated to rise to $1.000,000. This allocation will encompass working capital, software development, sales and marketing initiatives, as well as infrastructure enhancements, including the procurement of computers and servers.
The company expects that its existing cash reserves, cash equivalents, operational cash flows, and access to private equity and capital markets will be sufficient to fund operations for at least the next 12 months. These resources will support continued business operations, including debt obligations and significant capital expenditures. However, achieving sustainable revenue growth may require additional funding, and there is no guarantee that financing will be available on favorable terms.
If additional capital is required, the company may consider restructuring or refinancing existing debt, securing financing from financial institutions, or raising funds through private equity or debt issuance. FDCTech remains committed to expanding its operations while exploring strategic funding opportunities to support long-term growth.
| 8 |
PPP and SBA Funding in 2020
On May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($50,632) from the Promissory Note (“PPP Note”) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company paid off the PPP Note and all accrued interest as of September 30, 2025.
On May 22, 2020, the Company received proceeds of $144,900. The outstanding balance of the SBA loan, including accrued interest, is $107,805 as of September 30, 2025.
Related Party Investments and Acquisitions in 2023
On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $60,525.
On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related party.
On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.
On July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in a change of ownership in the CMA application. The Company terminated the escrow agreement and released $180,000 to increase cash on hand.
On November 30, 2023, Kundnani, a related party, purchased 2,500,000 shares of the Company’s Series A Preferred stock for $2.5 million. The Company has issued the Series A Preferred stock to Kundnani. On November 30, 2023, Kundnani purchased 50,000,000 shares of the Company’s common stock for $5.5 million. The Company has issued the Common stock to Kundnani. The Company has not received funds as of the date of the report.
GOING CONCERN CONSIDERATION
We generated revenues of $17,315,723 and $18,178,864 for the nine months ended September 30, 2025, and 2024, respectively. As of September 30, 2025, and December 31, 2024, the accumulated deficit was $2,241,003 and $2,563,620. Our independent auditors included an explanatory paragraph in their reports on the audited financial statements for the fiscal years ending December 31, 2024, and 2023, regarding concerns about our ability to continue as a going concern. Our financial statements include additional note disclosures that describe the circumstances leading to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in the Company being unable to continue as a going concern.
| 9 |
Critical Accounting Policies and Significant Judgments and Estimates
We have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods.
In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2023, filed with the SEC on October 15, 2024. We continually evaluate our critical accounting estimates and judgments, as required by our policies, and update them as necessary based on changing conditions.
JOBS Act Accounting Election
We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.
Off-Balance Sheet Arrangements and Contractual Obligations
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We had no relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.
Recent Accounting Pronouncements
The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for applicability and impact on its consolidated financial statements.
We have adopted ASC 606, Revenue from Contracts with Customers, and ASC 842 (formerly ASU 2016-02, Leases) as of March 31, 2020. The amendments in these ASUs are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was permitted and consistent with SEC guidance; we implemented these standards as required. The adoption of these standards did not have a material impact on our consolidated financial statements.
The Company has reviewed recently issued ASUs that are not yet effective and expects no significant impact on its financial statements or disclosures upon adoption. As a smaller reporting company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards, as permitted by the JOBS Act and SEC rules applicable to emerging growth companies.
For a more detailed description of our significant and critical accounting policies, please refer to Note 2 in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on September 30, 2025.
| 10 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. |
Not Applicable.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025. In making this assessment, management utilized the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Framework for Internal Control. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with Generally Accepted Accounting Principles (GAAP). Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and
(3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
Due to its inherent limitations, internal control over financial reporting may not be effective in preventing or detecting errors or misstatements in our consolidated financial statements. Additionally, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of September 30, 2025, due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
Management intends to implement remediation steps to enhance our internal controls, addressing inadequate segregation of duties within account processes, limited personnel resources, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business identifying third-party professionals with whom to consult regarding complex accounting applications, and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the internal controls and financial reporting process.
This Report does not include an attestation report from our independent registered public accounting firm, as we are an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months Ended September 30, 2025, and 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II.
| ITEM 1. | LEGAL PROCEEDINGS. |
From time to time, the Company is involved in legal proceedings in the ordinary course of business. The Company believes that the ultimate resolution of these matters will not have a material adverse effect on its financial condition, results of operations, or cash flows. The following proceedings are disclosed pursuant to Item 103 of Regulation S-K:
Asher Alkoby, et al. v. FDCTech
This action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024. The claimants are former shareholders of a Malta-incorporated broker, Alchemy Markets Ltd. (“AML”), that the Company acquired in June 2023, pursuant to a share sale agreement (the “Share Sale Agreement”). Following the acquisition, the Company discovered undisclosed anti-money laundering deficiencies from 2019 and misrepresentations regarding AML’s net capital. The claimants are seeking approximately $1.02 million under in connection with the Share Sale Agreement. The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable and seeks repayment of $915,000 paid to the sellers. A case management conference is scheduled for November 17, 2025.
Alchemy Markets Ltd. FIAU Proceedings
Alchemy Markets Ltd. (formerly NSFX Limited), a subsidiary of the Company, is involved in two related proceedings in Malta challenging an administrative penalty of €419,997 imposed by the Financial Intelligence Analysis Unit (FIAU) based on a 2019 compliance examination that occurred prior to the Company’s ownership. The first proceeding is an appeal before the Court of Appeal (Inferior Jurisdiction) challenging the penalty on administrative law grounds. The second is a constitutional challenge before the First Hall Civil Court, arguing the FIAU’s decision-making process violated the subsidiary’s constitutional rights. Both proceedings are in the evidentiary phase.
The Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously. However, litigation is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.
| Item 1A. | Risk Factors. |
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to disclose this item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| Item 3. | Defaults Upon Senior Securities. |
None
| Item 4. | Mine Safety Disclosures. |
None
| Item 5. | Other Information. |
(a) On October 29, 2025, FDCTech, Inc., a Delaware corporation (“FDCT” or the ““Company”), completed the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer regulated under license number SD136 by the Financial Services Authority (FSA) (the “Transaction”), pursuant to a Share Purchase Agreement, dated October 29, 2025 (the “Share Purchase Agreement”). The FSA approved the change of control on October 29, 2025.
Pursuant to the Share Purchase Agreement, the Company acquired 49,950 of 50,000 issued shares from Sync Capital Limited and Mr. Gope Shyamdas Kundnani, shareholders of Alchemy International Ltd., effectively assuming full operating control of Alchemy International Ltd. Mr. Kundnani is the sole beneficial owner of Alchemy International Ltd., holding his interest directly and indirectly through Sync Capital Limited. The consideration for the transaction is $2,000,000 (the “Purchase Price”), subject to adjustment based on the regulatory own funds capital at closing. The Purchase Price, payable in cash or in the form of the Company’s capital stock, is due by January 29, 2026.
As Mr. Gope Shyamdas Kundnani is a member of the Company’s board of directors, the transaction is considered a related party transaction for the purposes of Item 404(a) of Regulation S-K. The transaction was reviewed, voted upon, and approved by the disinterested board members prior to execution of the Share Purchase Agreement.
The foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is furnished as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference.
(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K .
(c)
During the registrant’s last fiscal quarter, no director or officer
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| Item 6. | Exhibits. |
(a) Exhibits.
| Exhibit | Item | |
| 10.1 | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 13 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FDCTECH, INC. | |
| Date: November 13, 2025 | /s/ Mitchell Eaglstein |
| Mitchell Eaglstein, President and CEO | |
| (Principal Executive Officer) |
| Date: November 13, 2025 | /s/ Imran Firoz |
| Imran Firoz, CFO | |
| (Principal Accounting Officer) |
| 14 |
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:
SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number, and whose registered address is (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);
and
FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).
The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”. RECITALS
WHEREAS, SYNC is the shareholder and owner of 35,000 ordinary shares, USD 1 par value and (ii) Mr. Kundnani is the shareholder and owner 15,000 ordinary shares USD 1 par value from the issued and outstanding share capital of ALCHEMY INTERNATIONAL LTD (previously known as ALCHEMY GLOBAL LTD), a company incorporated in Seychelles with registration number 8429852-1, duly authorized by the Financial Services Authority under license number SD136 to provide securities dealer services (the “Company”);
WHEREAS, SYNC is willing to sell the Buyer 35,000 ordinary shares, and Mr. Gope Shyamdas Kundnani is willing to sell the Buyer 14,950 ordinary shares (together, 49,950 out of 50,000 issued and outstanding ordinary shares, USD 1 par value) (the “Shares”), and the Buyer is willing to purchase the Shares from the Seller on the terms of this Agreement; provided, that the Parties acknowledge 50 ordinary shares remain issued and outstanding and agree to the covenant set forth in Section 2.6 regarding the residual shares.
WHEREAS, the Buyer, by itself or via any of its subsidiaries, wishes to purchase the Shares from the Seller, and the Seller wishes to sell the Shares to the Buyer, upon the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the Parties have previously entered into a non-binding Letter of Intent dated January 21, 2025, which outlined the principal terms and conditions of the proposed transaction (the “Transaction”);
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I - PURCHASE AND SALE OF SHARES
1.1 Sale and Purchase of Shares
Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, transfer, assign, convey, and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title, and interest in and to the Shares, free and clear of all liens, pledges, charges, encumbrances, security interests, options, claims, and restrictions of any kind whatsoever.
1.2 Purchase Price
The aggregate purchase price for the Shares (the “Purchase Price”) shall be calculated as follows:
| 1. | The Own Funds Capital of the Company as of the Closing Date (the “Own Funds Capital”); plus | |
| 2. | Two Million United States Dollars (US$2,000,000) minus the Own Funds Capital, which amount shall constitute the premium for the acquisition of the Shares (the “Premium”). |
For purposes of this Agreement, “Own Funds Capital” means the regulatory capital maintained by the Company as required by the Financial Services Authority under license number SD136, calculated in accordance with applicable Seychelles securities dealer regulations and the Company’s audited financial statements.
1.3 Payment of Purchase Price
| 1. | The Buyer shall pay the Purchase Price in cash to the Seller no later than January 29, 2026 (three (3) months following the Change of Control Date). | |
| 2. | Notwithstanding the foregoing, the Buyer shall have the sole and absolute right, in its discretion, to substitute all or any portion of the cash payment of the Purchase Price with shares of common stock of the Buyer (the “Buyer Shares”), provided that the value of such Buyer Shares shall be equivalent to the cash amount being substituted, calculated based on the volume-weighted average trading price of the Buyer Shares for the thirty (30) trading days immediately preceding the date of such substitution. | |
| 3. | Any payment made in Buyer Shares shall be made through the issuance of duly authorized, validly issued, fully paid, and non-assessable shares of the Buyer, free and clear of all liens and encumbrances. |
1.4 Adjustment to Purchase Price
The Purchase Price shall be subject to adjustment based on the final determination of the Own Funds Capital as of the Closing Date. Within thirty (30) days following the Closing Date, the Seller shall prepare and deliver to the Buyer a statement setting forth the calculation of the Own Funds Capital as of the Closing Date, together with reasonable supporting documentation. The Buyer shall have thirty (30) days to review and either accept or dispute such calculation. Any disputes shall be resolved in accordance with Section 11.10 and 11.11 of this Agreement.
ARTICLE II – CLOSING
2.1 Closing Date
The closing of the Transaction (the “Closing”) shall occur remotely via exchange of signatures on a date selected by the Buyer on not less than three (3) business days’ written notice to the Seller, which date shall be no later than ten (10) business days after October 29, 2025 (the date the Financial Services Authority approved the change of control) (the “Closing Date”). The Closing shall be deemed effective as of 11:59 p.m. Seychelles time on the Closing Date.
2.2 Change of Control
For purposes of this Agreement, “Change of Control Date” means October 29, 2025, the date on which the Financial Services Authority approved the transfer of the Shares to the Buyer and the change of control of the Company, as evidenced by FSA Ref. FSA/CM&CISSS/AIL-SD136/2025-005.
2.3 Deliveries by the Seller
At the Closing, the Seller shall deliver or cause to be delivered to the Buyer the following:
| 1. | Duly executed share transfer instruments in favor of the Buyer, in form and substance satisfactory to the Buyer, transferring all of the Shares to the Buyer; | |
| 2. | Original share certificates representing the Shares, free and clear of all liens and encumbrances; | |
| 3. | The original or certified copies of the Company’s organizational documents, including the memorandum and articles of association, register of members, register of directors, minute books, and corporate seal; | |
| 4. | Written resignations, effective as of the Closing Date, of such directors and officers of the Company as the Buyer may request, together with releases in favor of the Company in form and substance satisfactory to the Buyer; | |
| 5. | A certificate executed by an authorized officer of the Seller certifying that the conditions set forth in Section 7.1 have been satisfied; |
| 6. | Evidence satisfactory to the Buyer that all necessary corporate approvals for the Transaction have been obtained by the Seller; | |
| 7. | A certificate of good standing (or equivalent) for the Company issued by the relevant Seychelles authority, dated no more than ten (10) days prior to the Closing Date; | |
| 8. | Evidence that the Financial Services Authority license number SD136 remains valid and in good standing; | |
| 9. | All other documents, instruments, and certificates required to be delivered by the Seller pursuant to this Agreement. |
2.4 Deliveries by the Buyer
At the Closing, the Buyer shall deliver or cause to be delivered to the Seller the following:
| 1. | A certificate executed by an authorized officer of the Buyer certifying that the conditions set forth in Section 7.2 have been satisfied; | |
| 2. | Evidence satisfactory to the Seller that all necessary corporate approvals for the Transaction have been obtained by the Buyer; | |
| 3. | All other documents, instruments, and certificates required to be delivered by the Buyer pursuant to this Agreement. |
2.5 Post-Approval Deliverables. Following the Change of Control Date, the Parties shall ensure that:
(a) certified true copies of the board/shareholder resolutions and instruments of transfer are stamped by the Seychelles Registrar of Companies within seven (7) days of receipt;
(b) documentary proof of such submission is provided to the FSA by November 13, 2025; and
(c) an updated register of members is submitted to the FSA upon submission of stamped documents. The Seller shall cooperate and provide all signatures and corporate records reasonably requested to complete these deliverables on time.
2.6 Residual Shares. The Seller shall, at or prior to Closing, (i) procure the transfer to the Buyer (or its designee) of the remaining 50 issued and outstanding ordinary shares of the Company not otherwise included in the Shares, free and clear of all liens, or (ii) disclose in writing the registered holder(s) and cause a binding undertaking for transfer of such shares to the Buyer on substantially the same terms within thirty (30) days post-Closing. Failure to satisfy (i) or (ii) shall constitute a Seller breach.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyer that the statements contained in this Article III are true, correct, and complete as of the date of this Agreement and as of the Closing Date.
3.1 Organization and Authority of the Seller
The Seller is a company duly incorporated, validly existing, and in good standing under the laws of the United Kingdom. The Seller has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the Transaction. The execution, delivery, and performance of this Agreement by the Seller have been duly authorized by all necessary corporate action on the part of the Seller.
3.2 Binding Obligation
This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity.
3.3 No Conflicts
The execution, delivery, and performance of this Agreement by the Seller, and the consummation of the Transaction, do not and will not: (a) violate any provision of the organizational documents of the Seller; (b) violate any law, statute, rule, regulation, judgment, order, or decree applicable to the Seller or the Shares; (c) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by, any contract, agreement, or instrument to which the Seller is a party or by which the Seller or the Shares are bound; or (d) require any consent, approval, authorization, permit, or filing with or notification to any governmental authority or third party, except for such consents, approvals, authorizations, permits, filings, or notifications that have been obtained or made.
3.4 Title to Shares
The Seller is the sole legal and beneficial owner of the Shares and has good and valid title to the Shares, free and clear of all liens, pledges, charges, encumbrances, security interests, options, claims, restrictions, and adverse claims of any kind whatsoever. Upon delivery of the share certificates and execution of the share transfer instruments at the Closing, the Buyer will acquire good and valid title to the Shares, free and clear of all liens, pledges, charges, encumbrances, security interests, options, claims, restrictions, and adverse claims of any kind whatsoever.
3.5 Capitalization of the Company
The authorized share capital of the Company consists of 50,000 ordinary shares, all of which are issued and outstanding. The Shares constitute 49,950 ordinary shares to be transferred under this Agreement. Other than the residual 50 ordinary shares referenced in Section 2.6, there are no outstanding options, warrants, convertible securities, or other rights, agreements, or commitments relating to the issuance, sale, or transfer of any equity securities of the Company.
3.6 Organization and Authority of the Company
The Company is a company duly incorporated, validly existing, and in good standing under the laws of Seychelles. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. The Company is duly licensed by the Financial Services Authority under license number SD136 to provide securities dealer services, and such license is valid, in full force and effect, and in good standing.
3.7 Subsidiaries
The Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.
3.8 Financial Statements
The Seller has delivered to the Buyer true, correct, and complete copies of: (a) the audited balance sheet of the Company as of December 31, 2024, and the related audited statements of income, changes in shareholders’ equity, and cash flows for the fiscal year then ended; and (b) the unaudited balance sheet of the Company as of September 30, 2025, and the related unaudited statements of income for the nine-month period then ended (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis throughout the periods indicated, present fairly in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated, and are consistent with the books and records of the Company.
3.9 Absence of Undisclosed Liabilities
The Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise, except: (a) liabilities reflected or reserved against in the Financial Statements; (b) liabilities incurred in the ordinary course of business since the date of the most recent balance sheet included in the Financial Statements; and (c) liabilities that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, financial condition, or results of operations of the Company.
3.10 Absence of Changes
Since December 31, 2024, the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been any material adverse change in the business, assets, financial condition, results of operations, or prospects of the Company. Without limiting the generality of the foregoing, since December 31, 2024, the Company has not:
| 1. | Amended or otherwise changed its organizational documents; | |
| 2. | Issued, sold, or otherwise disposed of any of its equity securities, or granted any options, warrants, or other rights to purchase or obtain any of its equity securities; | |
| 3. | Declared, set aside, or paid any dividend or made any distribution with respect to its equity securities; | |
| 4. | Redeemed, purchased, or otherwise acquired any of its equity securities; | |
| 5. | Effected any recapitalization, reclassification, stock split, or similar transaction; | |
| 6. | Incurred any indebtedness for borrowed money or guaranteed any such indebtedness; | |
| 7. | Made any loans or advances to any person, other than routine advances to employees in the ordinary course of business; | |
| 8. | Sold, transferred, or otherwise disposed of any of its material assets, except in the ordinary course of business; | |
| 9. | Entered into, amended, or terminated any material contract; | |
| 10. | Made any capital expenditures or commitments in excess of US$10,000 individually or US$25,000 in the aggregate; | |
| 11. | Made any change in any method of accounting or accounting practice; | |
| 12. | Settled or compromised any material claim or litigation; | |
| 13. | Suffered any damage, destruction, or loss, whether or not covered by insurance, materially and adversely affecting its business or assets; | |
| 14. | Entered into any transaction with any affiliate of the Company; or | |
| 15. | Agreed, whether in writing or otherwise, to take any of the foregoing actions. |
3.11 Material Contracts
The Seller has delivered to the Buyer true, correct, and complete copies of all material contracts to which the Company is a party or by which the Company or its assets are bound (the “Material Contracts”). Each Material Contract is valid, binding, and in full force and effect, and is enforceable against the Company and, to the knowledge of the Seller, the other parties thereto, in accordance with its terms. The Company is not in breach of or default under any Material Contract, and no event has occurred that with notice or lapse of time or both would constitute a breach or default by the Company under any Material Contract. To the knowledge of the Seller, no other party to any Material Contract is in breach or default thereunder.
3.12 Regulatory Compliance
The Company holds all licenses, permits, approvals, and authorizations required for the conduct of its business as currently conducted, including without limitation license number SD136 issued by the Financial Services Authority of Seychelles. All such licenses, permits, approvals, and authorizations are valid, in full force and effect, and in good standing. The Company is in compliance in all material respects with all applicable laws, rules, and regulations relating to its business and operations, including without limitation all securities laws and regulations applicable to securities dealers in Seychelles. The Company has not received any notice of any violation or alleged violation of any such laws, rules, or regulations.
3.13 Litigation
There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the Seller, threatened against or affecting the Company, the Seller (with respect to the Shares or the Transaction), or the Shares before any court, arbitrator, or governmental authority. There is no judgment, decree, injunction, rule, or order of any court, arbitrator, or governmental authority outstanding against the Company or the Seller (with respect to the Shares or the Transaction).
3.14 Taxes
The Company has timely filed all tax returns and reports required to be filed by it, and all such tax returns and reports are true, correct, and complete. The Company has timely paid all taxes shown to be due on such tax returns and reports. There are no liens for taxes upon any assets of the Company, except for statutory liens for current taxes not yet due and payable. No deficiency for any tax has been proposed, asserted, or assessed against the Company, and no request for waiver of the time to assess any such tax is pending.
3.15 Employees and Employee Benefits
The Seller has delivered to the Buyer a true, correct, and complete list of all employees of the Company, including their positions, dates of hire, current compensation, and benefits. The Company is in compliance in all material respects with all applicable laws relating to employment and employment practices, including all laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation, and the collection and payment of withholding and social security taxes. The Company is not a party to or bound by any collective bargaining agreement or other labor union contract. There is no labor dispute, strike, or work stoppage pending or, to the knowledge of the Seller, threatened against the Company.
3.16 Intellectual Property
The Company owns or has the right to use all intellectual property necessary for the conduct of its business as currently conducted. The conduct of the Company’s business does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. To the knowledge of the Seller, no third party is infringing, misappropriating, or otherwise violating any intellectual property owned by the Company.
3.17 Real and Personal Property
The Company does not own any real property. The Seller has delivered to the Buyer true, correct, and complete copies of all leases for real property occupied by the Company. The Company has good and valid title to, or a valid leasehold interest in, all personal property and assets used in its business, free and clear of all liens and encumbrances, except for liens for current taxes not yet due and payable and such other liens and encumbrances that do not materially interfere with the use of such property or assets in the conduct of the Company’s business.
3.18 Insurance
The Company maintains insurance coverage with reputable insurers in such amounts and covering such risks as are adequate for the conduct of its business and the value of its properties and assets. All such insurance policies are in full force and effect, and the Company is not in default with respect to any provision contained in any such policy.
3.19 Related Party Transactions
Except as disclosed in writing to the Buyer, there are no contracts, agreements, arrangements, or understandings between the Company and the Seller or any affiliate of the Seller or the Company.
3.20 Brokers
No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Seller or the Company.
3.21 Disclosure
No representation or warranty by the Seller in this Agreement, and no statement contained in any certificate, schedule, or other document furnished or to be furnished to the Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller that the statements contained in this Article IV are true, correct, and complete as of the date of this Agreement and as of the Closing Date.
4.1 Organization and Authority
The Buyer is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of California, United States of America. The Buyer has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the Transaction. The execution, delivery, and performance of this Agreement by the Buyer have been duly authorized by all necessary corporate action on the part of the Buyer.
4.2 Binding Obligation
This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity.
4.3 No Conflicts
The execution, delivery, and performance of this Agreement by the Buyer, and the consummation of the Transaction, do not and will not: (a) violate any provision of the organizational documents of the Buyer; (b) violate any law, statute, rule, regulation, judgment, order, or decree applicable to the Buyer; (c) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by, any contract, agreement, or instrument to which the Buyer is a party or by which the Buyer is bound; or (d) require any consent, approval, authorization, permit, or filing with or notification to any governmental authority or third party, except for such consents, approvals, authorizations, permits, filings, or notifications that have been obtained or made.
4.4 Financial Capacity
The Buyer has, and at the Closing will have, sufficient funds available to pay the Purchase Price and to consummate the Transaction.
4.5 Investment Purpose
The Buyer is acquiring the Shares for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of applicable securities laws. The Buyer acknowledges that the Shares have not been registered under any securities laws and may not be transferred or resold except pursuant to registration or an applicable exemption from registration.
4.6 Brokers
No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of the Buyer.
ARTICLE V - COVENANTS OF THE SELLER
5.1 Conduct of Business Prior to Closing
From the date of this Agreement until the Closing Date (the “Interim Period”), except as otherwise expressly contemplated by this Agreement or consented to in writing by the Buyer, the Seller shall cause the Company to:
| 1. | Conduct its business in the ordinary course consistent with past practice; | |
| 2. | Use commercially reasonable efforts to preserve intact its business organization, maintain its relationships with customers, suppliers, employees, and other persons with which it has business relations, and keep available the services of its present officers and key employees; |
| 3. | Maintain its properties and assets in good repair and condition, ordinary wear and tear excepted; | |
| 4. | Maintain in full force and effect all material insurance policies; | |
| 5. | Comply in all material respects with all applicable laws and the requirements of all material contracts; | |
| 6. | Maintain its books and records in accordance with past practice; Perform all of its obligations under all material contracts; and | |
| 7. | Not take any action that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect. |
5.2 Negative Covenants
During the Interim Period, except as otherwise expressly contemplated by this Agreement or consented to in writing by the Buyer, the Seller shall cause the Company not to:
| 1. | Amend or otherwise change its organizational documents; | |
| 2. | Issue, sell, or otherwise dispose of any of its equity securities, or grant any options, warrants, or other rights to purchase or obtain any of its equity securities; | |
| 3. | Declare, set aside, or pay any dividend or make any distribution with respect to its equity securities; | |
| 4. | Redeem, purchase, or otherwise acquire any of its equity securities; | |
| 5. | Effect any recapitalization, reclassification, stock split, or similar transaction; | |
| 6. | Incur any indebtedness for borrowed money or guarantee any such indebtedness, except in the ordinary course of business; | |
| 7. | Make any loans or advances to any person, other than routine advances to employees in the ordinary course of business; | |
| 8. | Sell, transfer, or otherwise dispose of any of its material assets, except in the ordinary course of business; | |
| 9. | Enter into, amend, or terminate any material contract; | |
| 10. | Make any capital expenditures or commitments in excess of US$10,000 individually or US$25,000 in the aggregate; | |
| 11. | Make any change in any method of accounting or accounting practice; | |
| 12. | Settle or compromise any material claim or litigation; | |
| 13. | Enter into any transaction with any affiliate of the Company; | |
| 14. | Increase the compensation or benefits of any employee, except in the ordinary course of business consistent with past practice; | |
| 15. | Hire or terminate any employee, except for cause; or | |
| 16. | Agree, whether in writing or otherwise, to take any of the foregoing actions. |
5.3 Access to Information
During the Interim Period, the Seller shall, and shall cause the Company to, provide the Buyer and its representatives with reasonable access during normal business hours to the Company’s properties, books, records, contracts, and personnel, and shall furnish to the Buyer and its representatives such financial and operating data and other information as the Buyer may from time to time reasonably request.
5.4 Regulatory Approvals
The Seller shall use its commercially reasonable efforts to obtain all consents, approvals, and authorizations required from the Financial Services Authority of Seychelles and any other governmental authorities for the consummation of the Transaction, including without limitation approval of the transfer of the Shares and the change of control of the Company. The Seller shall cooperate with the Buyer in connection with the preparation and filing of all applications and other documents required to obtain such consents, approvals, and authorizations.
5.5 Notification
During the Interim Period, the Seller shall promptly notify the Buyer in writing of: (a) any event, condition, or circumstance that would cause any representation or warranty of the Seller set forth in Article III to be untrue or incorrect in any material respect; (b) any material breach by the Seller of any covenant or obligation under this Agreement; (c) any material adverse change in the business, assets, financial condition, results of operations, or prospects of the Company; and (d) any notice or communication from any governmental authority or third party relating to the Transaction or the Company.
5.6 Expenses and Maintenance Fees
The Buyer shall be responsible for all expenses and related costs for the ordinary running of the business and maintenance of the license of the Company in an amount not to exceed US$40,000 for the period commencing three (3) months after the Closing Date until the date on which the Financial Services Authority approves (or rejects) the acquisition of the Shares by the Buyer (the “Regulatory Approval Period”). If the Regulatory Approval Period exceeds three (3) months from the Closing Date, the Parties shall negotiate in good faith regarding the allocation of any additional expenses and costs incurred during such extended period.
ARTICLE VI - COVENANTS OF THE BUYER
6.1 Regulatory Approvals
The Buyer shall use its commercially reasonable efforts to obtain all consents, approvals, and authorizations required from the Financial Services Authority of Seychelles and any other governmental authorities for the consummation of the Transaction, including without limitation approval of the transfer of the Shares and the change of control of the Company. The Buyer shall cooperate with the Seller in connection with the preparation and filing of all applications and other documents required to obtain such consents, approvals, and authorizations.
6.2 Notification
Prior to the Closing, the Buyer shall promptly notify the Seller in writing of: (a) any event, condition, or circumstance that would cause any representation or warranty of the Buyer set forth in Article IV to be untrue or incorrect in any material respect; and (b) any material breach by the Buyer of any covenant or obligation under this Agreement.
ARTICLE VII - CONDITIONS TO CLOSING
7.1 Conditions to Obligations of the Buyer
The obligations of the Buyer to consummate the Transaction are subject to the satisfaction (or waiver by the Buyer) at or prior to the Closing of the following conditions:
| 1. | The representations and warranties of the Seller set forth in Article III shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of the Closing Date; | |
| 2. | The Seller shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by the Seller at or prior to the Closing; | |
| 3. | No action, suit, proceeding, claim, arbitration, or investigation shall be pending or threatened before any court, arbitrator, or governmental authority seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the consummation of the Transaction; | |
| 4. | All consents, approvals, and authorizations required from governmental authorities for the consummation of the Transaction shall have been obtained and shall be in full force and effect; | |
| 5. | The Buyer shall have completed its due diligence investigation of the Company and shall be satisfied with the results thereof in its sole discretion; | |
| 6. | There shall not have occurred any material adverse change in the business, assets, financial condition, results of operations, or prospects of the Company since the date of this Agreement; |
| 7. | The Seller shall have delivered to the Buyer all of the documents, instruments, and certificates required to be delivered by the Seller pursuant to Section 2.3; and | |
| 8. | The Buyer shall have received such other documents, instruments, and certificates as the Buyer may reasonably request to evidence the satisfaction of the conditions set forth in this Section 7.1. |
7.2 Conditions to Obligations of the Seller
The obligations of the Seller to consummate the Transaction are subject to the satisfaction (or waiver by the Seller) at or prior to the Closing of the following conditions:
| 1. | The representations and warranties of the Buyer set forth in Article IV shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though made at and as of the Closing Date; | |
| 2. | The Buyer shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by the Buyer at or prior to the Closing; | |
| 3. | No action, suit, proceeding, claim, arbitration, or investigation shall be pending or threatened before any court, arbitrator, or governmental authority seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement or the consummation of the Transaction; | |
| 4. | All consents, approvals, and authorizations required from governmental authorities for the consummation of the Transaction shall have been obtained and shall be in full force and effect; | |
| 5. | The Buyer shall have delivered to the Seller all of the documents, instruments, and certificates required to be delivered by the Buyer pursuant to Section 2.4; and | |
| 6. | The Seller shall have received such other documents, instruments, and certificates as the Seller may reasonably request to evidence the satisfaction of the conditions set forth in this Section 7.2. |
ARTICLE VIII – INDEMNIFICATION
8.1 Indemnification by the Seller
Subject to the limitations set forth in this Article VIII, the Seller shall indemnify, defend, and hold harmless the Buyer and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or resulting from:
| 1. | Any breach of any representation or warranty made by the Seller in this Agreement or in any certificate delivered pursuant to this Agreement; | |
| 2. | Any breach or non-performance of any covenant or obligation of the Seller under this Agreement; | |
| 3. | Any liabilities or obligations of the Company arising out of or relating to events, circumstances, or conditions occurring or existing on or prior to the Closing Date, to the extent not reflected or reserved against in the Financial Statements or otherwise disclosed to the Buyer in writing; or | |
| 4. | Any claims by any broker, finder, or investment banker for any fee or commission based upon arrangements made by or on behalf of the Seller or the Company in connection with the Transaction. |
8.2 Indemnification by the Buyer
Subject to the limitations set forth in this Article VIII, the Buyer shall indemnify, defend, and hold harmless the Seller and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses arising out of or resulting from:
| 1. | Any breach of any representation or warranty made by the Buyer in this Agreement or in any certificate delivered pursuant to this Agreement; | |
| 2. | Any breach or non-performance of any covenant or obligation of the Buyer under this Agreement; | |
| 3. | Any liabilities or obligations of the Company arising out of or relating to events, circumstances, or conditions occurring or existing after the Closing Date; or | |
| 4. | Any claims by any broker, finder, or investment banker for any fee or commission based upon arrangements made by or on behalf of the Buyer in connection with the Transaction. |
8.3 Limitations on Indemnification
| 1. | The Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 8.1(a) unless and until the aggregate amount of all Losses for which indemnification is sought under Section 8.1(a) exceeds US$25,000 (the “Basket”), in which event the Seller shall be liable for all such Losses in excess of the Basket. | |
| 2. | The maximum aggregate liability of the Seller for indemnification under Section 8.1(a) shall not exceed an amount equal to twenty percent (20%) of the Purchase Price (the “Cap”). | |
| 3. | The limitations set forth in Sections 8.3(a) and 8.3(b) shall not apply to Losses arising out of or resulting from: (i) fraud or intentional misrepresentation by the Seller; (ii) breaches of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, and 3.5 (the “Fundamental Representations”); or (iii) breaches of covenants or obligations that by their terms are to be performed after the Closing. | |
| 4. | The right to indemnification under Section 8.1(a) shall terminate on the date that is eighteen (18) months following the Closing Date, except that: (i) the right to indemnification for breaches of the Fundamental Representations shall terminate on the date that is three (3) years following the Closing Date; (ii) the right to indemnification for breaches of the representations and warranties set forth in Section 3.14 (Taxes) shall terminate upon the expiration of the applicable statute of limitations; and (iii) the right to indemnification for fraud or intentional misrepresentation shall not terminate. | |
| 5. | The amount of any Losses for which indemnification is provided under this Article VIII shall be reduced by: (i) any insurance proceeds actually recovered by the indemnified party with respect to such Losses; and (ii) any tax benefit actually realized by the indemnified party as a result of such Losses. |
8.4 Procedures for Indemnification
| 1. | If any Buyer Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) believes that it has suffered or incurred any Losses for which it is entitled to indemnification under this Article VIII, the Indemnified Party shall promptly notify the Party from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim, specifying in reasonable detail the nature of the claim, the amount of Losses claimed (to the extent known), and the basis for the claim. The failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure. | |
| 2. | If the claim for indemnification is based upon a claim asserted by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice of the Third Party Claim, to assume the Defense of such Third Party Claim at the Indemnifying Party’s expense with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the Defense of a Third Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in the Defense thereof. The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed) unless such judgment or settlement includes an unconditional release of the Indemnified Party from all liability arising out of such Third Party Claim and does not include any admission of liability or wrongdoing by the Indemnified Party. | |
| 3. | If the Indemnifying Party does not assume the defense of a Third Party Claim within the time period specified in Section 8.4(b), the Indemnified Party shall have the right to defend, compromise, or settle such Third Party Claim at the expense of the Indemnifying Party. The Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed). |
8.5 Exclusive Remedy
Except in the case of fraud or intentional misrepresentation, the indemnification provisions set forth in this Article VIII shall be the sole and exclusive remedy of the Parties for any breach of any representation, warranty, covenant, or obligation under this Agreement or otherwise relating to the subject matter of this Agreement.
ARTICLE IX – TERMINATION
9.1 Termination Events
This Agreement may be terminated at any time prior to the Closing:
| 1. | By mutual written consent of the Buyer and the Seller; | |
| 2. | By either the Buyer or the Seller if the Closing has not occurred on or before March 31, 2026 (the “Outside Date”), provided that the terminating Party is not in breach of any of its representations, warranties, covenants, or obligations under this Agreement; | |
| 3. | By either the Buyer or the Seller if any governmental authority shall have issued a final, non-appealable order, decree, or ruling permanently restraining, enjoining, or otherwise prohibiting the consummation of the Transaction; | |
| 4. | By the Buyer if: (i) any representation or warranty of the Seller set forth in Article III shall have been inaccurate or untrue in any material respect as of the date of this Agreement or shall have become inaccurate or untrue in any material respect; (ii) the Seller shall have breached or failed to perform in any material respect any covenant or obligation under this Agreement; (iii) any condition set forth in Section 7.1 shall have become incapable of satisfaction; or (iv) the Buyer is not satisfied with the results of its due diligence investigation of the Company; | |
| 5. | By the Seller if: (i) any representation or warranty of the Buyer set forth in Article IV shall have been inaccurate or untrue in any material respect as of the date of this Agreement or shall have become inaccurate or untrue in any material respect; (ii) the Buyer shall have breached or failed to perform in any material respect any covenant or obligation under this Agreement; or (iii) any condition set forth in Section 7.2 shall have become incapable of satisfaction. |
9.2 Effect of Termination
If this Agreement is terminated pursuant to Section 9.1, this Agreement shall become void and of no further force and effect, except that: (a) the provisions of Section 10.3 (Confidentiality), Section 11.9 (Expenses), and Article XI (Miscellaneous) shall survive; and (b) nothing herein shall relieve any Party from liability for any willful breach prior to termination.
ARTICLE X - ADDITIONAL COVENANTS, RELATED-PARTY ACKNOWLEDGEMENT AND APPROVALS
10.1 Further Assurances
From time to time after the Closing, at the request of either Party and without further consideration, the other Party shall execute and deliver such additional documents and instruments and take such other actions as may be reasonably necessary to consummate the Transaction and to vest in the Buyer good and valid title to the Shares, free and clear of all liens and encumbrances.
10.2 Public Announcements
Neither Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement or the Transaction without the prior written consent of the other Party, except as may be required by applicable law or the rules of any stock exchange, in which case the Party proposing to issue such press release or make such public announcement shall use its commercially reasonable efforts to consult with the other Party prior to making such disclosure to allow the other Party a reasonable opportunity to review and comment on the proposed text. Any such disclosure shall be limited to that which is legally required, and the Parties shall cooperate in good faith to agree upon the content, timing, and manner of any such announcement. Nothing in this Section shall prevent either Party from communicating with its respective legal, financial, or other professional advisors, or with its shareholders, investors, or affiliates, provided that such persons are bound by obligations of confidentiality no less stringent than those set forth in this Agreement.
10.3 Confidentiality.
Each Party shall, and shall cause its affiliates and representatives to, keep confidential and not disclose to any third party any non-public information concerning the other Party or the Company received in connection with this Agreement, except (i) as required by applicable law, regulation, or stock-exchange rule, (ii) to the extent already public other than by breach of this Agreement, or (iii) to such Party’s attorneys, accountants, financing sources, and other advisors who need to know such information and are bound by obligations of confidentiality no less stringent than this Section. This Section shall survive any termination of this Agreement and the Closing.
10.4 Stock-consideration
Any Buyer shares issued as consideration shall be issued in a transaction exempt from registration under the U.S. Securities Act of 1933, including pursuant to Section 4(a)(2) and/or Regulation D, or Regulation S, as applicable, and shall bear customary restrictive legends and be subject to applicable transfer restrictions.
10.5 Acknowledgement
The Parties acknowledge that the transactions contemplated by this Agreement constitute a related-party transaction for the Buyer under applicable U.S. securities laws and U.S. GAAP.
10.6 Disinterested Review and Approval
Prior to Closing, the Board of Directors of the Buyer, or the Audit Committee thereof composed solely of independent, disinterested directors, shall review and approve this Agreement and the transactions contemplated hereby. Any director, officer, or other person with an interest in the transaction shall recuse from deliberations and votes.
10.7 SEC and GAAP Disclosure
The Buyer shall prepare and file all required disclosures regarding the transaction, including, without limitation, Regulation S-K Item 404 and ASC 850 (Related Party Disclosures). Where practicable, the Buyer shall provide the Seller with drafts of such disclosures in advance for good-faith comment; provided, that nothing herein shall limit the Buyer’s disclosure obligations under applicable law.
ARTICLE XI – MISCELLANEOUS
11.1 Entire Agreement
This Agreement, together with the Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties, including the non-binding Letter of Intent dated January 21, 2025.
11.2 Amendments and Waivers
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
11.3 Notices
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery; (b) one business day after being sent by reputable overnight courier service; (c) three business days after being sent by registered or certified mail, return receipt requested; or (d) upon confirmation of receipt when sent by email, to the Parties at the following addresses: If to the Seller: SYNC CAPITAL LIMITED Unit 1 74 Back Church Lane London, England, E1 1LX Attention: Gope Kundnani If to the Buyer: FDCTech Inc. 200 Spectrum Drive, Suite 300 Irvine, California 92618, USA Attention: Mitchell Eaglestein Either Party may change its address for notice by written notice to the other Party in accordance with this Section.
11.4 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid provision.
11.5 Assignment
Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
11.6 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (including PDF) shall be as effective as delivery of a manually executed original counterpart. Further Assurances Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.
11.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
11.8 Expenses
Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including the fees and expenses of its legal counsel, accountants, and other advisors.
11.9 Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Seychelles, without regard to its conflict of law provisions.
11.10 Jurisdiction
Each Party irrevocably agrees that the courts of Seychelles shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Each Party irrevocably waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
11.11 Interpretation
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Words in the singular shall include the plural and vice versa, and words in one gender shall include all genders. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” References to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified.
11.12 Time of Essence
Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement. Survival
The representations, warranties, covenants, and agreements of the Parties contained in this Agreement shall survive the Closing and shall remain in full force and effect in accordance with their respective terms, subject to the limitations set forth in Article 9 hereof.
IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.
| SYNC CAPITAL LIMITED | ||
| By: | /s/ Gope S. Kundnani | |
| Name: | Gope Kundnani | |
| Authorized Signatory | ||
| Title: | Owner, Director | |
| GOPE KUNDNANI | ||
| By: | /s/ Gope S. Kundnani | |
| Title: | Owner, Director | |
| FDCTECH INC. | ||
| By: | /s/Mitchell Eaglestein | |
| Name: | Mitchell Eaglestein | |
| Title: | CEO, Director | |
| Authorized Signatory | ||
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mitchell Eaglstein, certify that:
| 1. | I have reviewed this report on Form 10-Q of FDCTech, Inc., a Delaware corporation (“registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Mitchell Eaglstein | |
| Mitchell Eaglstein | |
| President (Principal Executive Officer) | |
| November 13, 2025 |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Imran Firoz, certify that:
| 1. | I have reviewed this report on Form 10-Q of FDCTech, Inc., a Delaware corporation (“registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Imran Firoz | |
| Imran Firoz, Chief Financial Officer | |
| (Principal Accounting Officer) | |
| November 13, 2025 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of FDCTech, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Mitchell Eaglstein | |
| Mitchell Eaglstein | |
| President (Principal Executive Officer) | |
| November 13, 2025 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of FDCTech, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ Imran Firoz | |
| Imran Firoz | |
| Chief Financial Officer (Principal Accounting Officer) | |
| November 13, 2025 |