FDCTECH, INC. 10-Q

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 adopted or terminated : (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. 12 Item 6. Exhibits. (a) Exhibits. Exhibit Item 10.1 Share Purchase Agreement date as of October 29, 2025 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