What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-17 compared with 2025-03-31 · 415 added, 467 removed, 14 unchanged (98% of the section changed)

8 unchanged sentences

Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.

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

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.

December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size

legacy financial services companies.

The Company intends to build a diversified global software-driven financial services company.

Company plans to acquire, integrate, transform, and scale legacy financial service companies.

The Company replaces conventional legacy

software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience,

increase client retention, and realize cost synergies.

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.

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.

subsidiaries include:

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.

(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.

Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment

advisory and brokerage services.

(ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries

and affiliated companies.

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.

we have three primary business segments:

(1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development.

and Brokerage (Europe and UK)

is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for

retail and professional clients, and hold and control clients’ money and assets.

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.

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.

authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland.

and Brokerage (Trading Revenues) & Gross Margins*:

Cost of sales, $

Gross Profit (loss),

Gross Margins

The Company consolidated AML’s revenues from July 1, 2023, to December 31, 2023.

The Company has consolidated APL’s revenue

from December 1, 2023, to December 31, 2023.

Management Business

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 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

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 regulators in Australia.

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.

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 28 advisors and $530+ million in funds under

ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers financial planners different

licensing, compliance, and education solutions to meet their practice’s specific needs.

Management Revenue & Gross Margins:

Cost of sales, $

Gross Profit (loss),

Gross Margins

& Software Development Business

the nine months ended December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) licensing agreements 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

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 first quarter of the 2025 fiscal year.

Sales & Marketing Service Provider (Cyprus)

On March 19, 2024, the Company established Alchemytech

(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.

& Software Development Revenue & Gross Margins:

Cost of sales, $

Gross Profit (loss),

Gross Margins

Acquisition Termination

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 believes that this would cause further delays in the approval process.

board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize

shareholder value.

Acquisition Termination

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 $100,000 in six equal installments of $15,000 and one final payment of $10,000 from April 2024

to November 2024.

Financial Summary

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

For the fiscal year ending December 31, 2024, and 2023, the

Company generated $26,943,718 and $12,754,900 in revenues, an increase of over 111.24%.

December 31, 2024, the Company had a cash balance of $24,781,389 and an accumulated deficit of $2,563,620.

Condition at December 31, 2024

December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,563,620, $24,781,389, and $9,417,247, respectively.

though we believe that 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.

Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond

the fiscal year 2024.

Condition at December 31, 2023

December 31, 2023, the accumulated deficit, cash balance, and working capital deficit were $2,643,647, $31,316,461, and $7,460,959, respectively.

November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million.

The Company has issued the Series

A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 Common stock of the Company for $5.5 million.

Company has issued the Common Stock to Kundnani.

The Company expects to receive funds by the end of April 2024.

is a financial technology company that provides institutional liquidity, multi-asset trading solutions, wealth management services,

and proprietary trading technology to clients globally.

We operate through four business segments:

Margin Brokerage, Wealth Management,

Technology and Software Development, and Payment Intermediary Services.

Our regulated subsidiaries hold licenses from the Malta Financial

Services Authority (MFSA), the UK Financial Conduct Authority (FCA), the Australian Securities and Investments Commission (ASIC), and

the Seychelles Financial Services Authority (FSA), among others.

Fiscal year 2025 represented a year of substantial financial progress

for the Company.

Total revenues increased 29.8% to $34,959,399, driven by strong growth in Technology & Software revenues and continued

expansion of our Brokerage segment, including the contribution of Alchemy International Ltd.

(“AIL”), acquired in fiscal 2025.

We achieved an operating income of $6,053,209 compared to an operating loss of ($901,763) in fiscal 2024 (restated), reflecting improved

operational leverage across all three revenue-generating segments.

Net income (loss) attributable to FDCTech shareholders was $5,783,223

in fiscal 2025, compared to a loss of $18,781 in fiscal 2024 (restated).

The cash on hand at December 31, 2025, and 2024 was $17,669,749

from $25,376,957.

The cash held at various liquidity providers was $15,258,896 and $12,658,241 as of December 31, 2025, and 2024.

working capital improved to $14,883,171 from $853,533 as of December 31, 2025, and 2024.

of Fiscal Year 2024 Financial Statements

April 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co.

(“Olayinka”) as its independent

registered public accounting firm, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group.

Company engaged LAO Professionals (PCAOB Firm ID:

7057) as its new independent auditor effective April 3, 2025.

part of the auditor transition, the fiscal year 2024 financial statements previously audited by Olayinka were reaudited by LAO Professionals.

The reaudit resulted in certain reclassifications and adjustments to the previously reported December 31, 2024, consolidated balance

sheet and related statements.

All comparisons presented in this Item 7 between fiscal year 2025 and fiscal year 2024 are based on the

LAO-reaudited 2024 figures.

Investors should not rely upon the financial statements as presented in the Company’s previously filed

Annual Report on Form 10-K for the year ended December 31, 2024 (filed March 3, 2025).

See Note 4 — Restatement of Previously Issued

Financial Statements for further detail.

of Operations

the fiscal year ending December 31, 2024, compared to the fiscal year ending December 31, 2023

revenues generated for the fiscal year ending December 31, 2024, and 2023 were $26,943,718 and $12,754,900, respectively.

in revenue was mainly due to the consolidation of AML’s trading revenue as of June 30, 2023.

During the fiscal year ending December

31, 2024, and 2023, the Company incurred a net profit and a net loss of $80,027 and $1,573,176, respectively.

The decrease in net profit was mainly

due to investment and brokerage business’s net profit from July 1, 2023, to December 31, 2023.

total revenue breakdown for the fiscal year ending December 31, 2024, and 2023 is below:

Technology & Software Development

following table presents a summary of our consolidated results of operations for the fiscal years ended December 31, 2025, and December

31, 2024 (restated), together with the dollar and percentage change between periods.

(Restated, Audited)

Technology & software

Wealth management

Investment and Brokerage*

Technology & Software Development

Total revenues

COST OF SALES

Technology & software

Wealth management

Investment and Brokerage*

the fiscal year ending December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) active technology and software development

and administrative expenses

the fiscal years ended December 31, 2024, and 2023, the Company incurred General and administrative expenses (“G and A”)

of $11,191,357 and $2,943,913, respectively.

The increase in G and A costs for the fiscal year ending December 31, 2023, was mainly due

to the inclusion of G and A of AML, APL, and ATECH, for the full year for the period ending December 31, 2024, compared to inclusion

of such expenses from the transaction date of AML (June 30, 2023), APL (November 30, 2023), and ATECH (March 19, 2024).

The G and A expenses

were 41.54% and 23.08% of the fiscal revenue for the fiscal year ending December 31, 2024, and 2023.

& marketing expenses

Company incurred $1,466,616 and $1,512,790 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

year ending December 31, 2024, and 2023, respectively.

sales, marketing, and advertising expenses represented 5.44% and 11.86% of the sales for the fiscal year ending December 31, 2024, and

2023, respectively.

and Amortization expenses

depreciation expenses for furniture and computers for the year ended December 31, 2024, and 2023, were $186,350 and $213,910.

expenses were $0 and $22,503 for the fiscal year ending December 31, 2024, and 2023, respectively, and the Company has included them

in the Cost of sales expense.

Facility and Other Operating Leases

rental expenses were $543,325 and $25,438 for the fiscal year ending December 31, 2024, and 2023.

The increase in rental costs for the

fiscal year ending December 31, 2024, was mainly due to the inclusion of rental of AML, APL, and ATECH, for the full year for the period

ending December 31, 2024, compared to inclusion of such expenses from the transaction date of AML (June 30, 2023), APL (November 30,

2023), and ATECH (March 19, 2024).

Lease, California, USA (Company’s Headquarter)

October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment

Term, also known as “Renewal Term”).

The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”

The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month

before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”).

The Company is

entitled to use the office and conference space if needed.

The new rent payment or membership fee for the Irvine Office is $95 per month

compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating

expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Australia (ADS Office)

January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia.

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 around $125 per month and is included as the General and administrative

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Cyprus Lease (Company’s Executive Rental)

February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

monthly rent payment is $1,750, which is included in the general and administrative expenses.

From July 2023 to the present, the Company

leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year.

The office’s monthly rent payment

is approximately $3,500, which is included in the general and administrative expenses.

From July 2023 to the present, the Company leased

office space for its CEO.

The office’s monthly rent payment is $3,500, which is included in the general and administrative expenses.

The down payment for the lease was approximately $6,300.

The lease is for one year and is renewable two months before the term ends in

This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use

(ROU) asset under ASC 842.

Cyprus Lease, Europe (ATECH Office)

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.

The lease term is for twenty-four (24) months, commencing

on October 1, 2024, and expiring on September 30, 2026.

The lease agreement includes an option to extend the tenancy for up to two additional

two-year terms.

The rent is subject to a 5% increase for each renewal period.

Under the agreement, the Sublessee is obligated to pay

a total rent of €192,000 over the lease term, which is payable in monthly installments of €8,000 (or $8,600) plus VAT.

ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease

liability on its financial statements.

Julian, Malta (AML Office)

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 €1,659 per.

This agreement is

classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather

than recognizing a Right-of-Use (ROU) asset or lease liability.

Aviv, Israel (AML Sales Office)

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 conference room usage.

The agreement operates on a monthly, automatically renewing basis with a

total monthly fee of $4,500 (including VAT).

Additionally, an advance deposit of $6,300 was paid as security for the Company’s

obligations under the agreement.

Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate

the Company to a different office within the premises with prior notice.

AML does not have exclusive control over a specific office unit,

and Mindspace provides shared services across its facilities.

The agreement does not create a lease under ASC 842 – Leases and

is accounted for as a service contract.

As a result, payments under this agreement are classified as operating expenses rather than recognizing

a Right-of-Use (ROU) asset or lease liability.

United Kingdom (APL Office)

December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London,

The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy

Prime Limited, as the tenant.

The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent

of £112,500 (or $12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance rent, and

maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”) on or

after 2026, provided that a four-month prior written notice is given.

Additionally, the agreement requires APL to restore the premises

upon termination, including the removal of any alterations or fixtures made during the lease term.

Under ASC 842 - Leases, this agreement

qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

expenses are included in General and Administrative costs.

Assets and Lease Liabilities

Company’s subsidiaries – APL and ATECH have entered into operating lease agreements for its facilities and equipment.

right-of-use asset (ROU) is measured at the present value of the lease payments over the lease term, adjusted for lease incentives, initial

direct costs, and any lease payments made at or before the commencement date.

As of December 31, 2024, the ROU is $711,928.

Lease liabilities

are measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%)

at the lease commencement date.

The Operating Lease Liability was estimated to be $319,656 current and $392,273 noncurrent.

expense for the fiscal year ending December 31, 2024, consists of an operating lease expense of $543,325.

This increase reflects the

inclusion of all leases for the Company and its subsidiaries through December 31, 2024.

The Company has included all rental expenses in the General and

Administrative costs.

Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the

lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain

not to be exercised.

discount rate of 10.00% used to measure the lease liabilities was determined based on the Company’s incremental borrowing rate,

as the rate implicit in the lease is not readily determinable.

AND CAPITAL RESOURCES

December 31, 2024, and 2023, we had a cash balance of $24,781,389 and $31,316,461, respectively.

At December 31, 2024, and 2023, the

working capital surplus was $9,417,247 and $7,460,959, respectively.

The increase in the working capital surplus was mainly due to the

consolidation of AML and APL, resulting in an increase of current assets over current liabilities as of December 31, 2024.

generate a substantial portion of our operating income outside the United States, and this income is indefinitely reinvested in foreign

Total cost of sales

Gross margin %

OPERATING EXPENSES

General and administrative

Sales and marketing

Total operating expenses

Operating income (loss)

Operating margin %

OTHER INCOME (EXPENSE)

Other interest income (expense)

Other income (expense)

Total other income (expense)

$ (1,110,621 )

Income (loss) before income taxes

Provision for income taxes

Net income (loss)

Net income (loss) attributable to FDCTech shareholders

EPS — basic and diluted

Weighted avg shares outstanding

Total revenues for the fiscal year ended December 31, 2025, were $34,959,399,

an increase of $8,015,681, or 29.8%, compared to $26,943,718 for the fiscal year ended December 31, 2024 (restated).

Revenue growth was

driven primarily by the Brokerage and Technology & Software segments and continued expansion of brokerage trading volumes, partially

offset by a slight decline in Wealth Management revenues.

& software revenues for fiscal year 2025 were $5,099,187, an increase of $3,457,057, or 210.5%, compared to $1,642,130 in fiscal

This segment encompasses licensing and subscription revenues from our proprietary Condor Trading Technology suite, including

the Condor Pro Multi-Asset Trading Platform and Condor Risk Management back-office system, as well as consulting and custom development

services delivered through Alchemytech Ltd.

(ATECH) in Cyprus.

The increase reflects expanded adoption of the Condor platform by third-party

brokerages and new licensing contracts executed during fiscal year 2025.

During fiscal years 2025 and 2024, the Company had approximately

fourteen to seventeen active technology and software development customers.

Cost of sales for this segment was $nil in fiscal year 2025

$173,708), as development costs in 2025 were capitalized as software development costs.

Technology & Software revenues represented

14.6% of total revenues in fiscal year 2025 compared to 6.1% in fiscal year 2024.

management revenues for fiscal year 2025 were $6,430,897, a decrease of $67,507, or 1.0%, compared to $6,498,404 in fiscal year 2024.

This segment is operated by AD Advisory Services Pty Ltd.

(“ADS”), our 51%-owned Australian subsidiary regulated by ASIC,

which provides licensing solutions and financial planning services to a network of approximately 28 financial advisers with more than

$530 million in funds under advice.

slight revenue decline reflects normal variability in adviser activity levels and does not indicate a structural deterioration of the

Cost of sales in this segment — principally payments to advisers, compliance costs, and platform fees — decreased

to $5,755,675 from $5,925,652, contributing to a segment gross margin improvement to 10.5% from 8.8% in fiscal year 2024.

Wealth management

represented 18.4% of total revenues in fiscal year 2025 compared to 24.1% in fiscal year 2024, reflecting the relative growth of the

Brokerage and Technology segments.

revenues for fiscal year 2025 were $23,429,315, an increase of $4,626,131, or 24.6%, compared to $18,803,184 in fiscal year 2024.

segment encompasses trading commissions, spreads, and related revenues from our regulated brokerage entities:

Alchemy Markets Ltd.

MFSA-regulated), Alchemy Prime Limited (United Kingdom, FCA-regulated), and Alchemy International Ltd.

(Seychelles, FSA-regulated).

latter was acquired in fiscal year 2025, contributing incremental brokerage revenues not present in the prior year.

Brokerage revenues represented 67.0% of total revenues in fiscal year

2025 compared to 69.8% in fiscal year 2024.

The segment gross margin decreased slightly to 42.9% from 46.8%, reflecting an increase in

trading costs.

Cost of sales in this segment principally consists of liquidity provider fees, introducing broker commissions, and direct

trading infrastructure costs.

profit for fiscal year 2025 was $19,144,041, an increase of $7,102,673, or 59.0%, from $12,041,368 in fiscal year 2024.

gross margin expanded to 54.8% in fiscal year 2025 from 44.7% in fiscal year 2024, an improvement of approximately 1,010 basis points.

The margin expansion was driven by (i) elimination of technology cost of sales in fiscal year 2025 as development costs were fully capitalized,

(ii) improved scale in the Brokerage segment as revenues grew faster than variable costs, and (iii) modest efficiency gains in the Wealth

Management segment.

Total operating expenses for fiscal year 2025

were $13,090,832, an increase of $147,701, or 1.1%, compared to $12,943,131 in fiscal year 2024.

Despite revenue growth of approximately

30%, total operating expenses grew only 1.1%, demonstrating meaningful operating leverage.

As a percentage of total revenues, operating

expenses declined to 37.4% in fiscal year 2025 from 47.8% in fiscal year 2024.

General and Administrative Expenses.

and administrative expenses (“G&A”) for fiscal year 2025 were $11,575,393, an increase of $285,228, or 2.5%, compared

to $11,290,165 in fiscal year 2024 (restated).

G&A as a percentage of revenues declined to 33.1% from 41.9%, reflecting the benefit

of operating leverage on a largely fixed cost base.

G&A principally includes employee compensation, professional fees (legal, accounting,

and audit), regulatory compliance costs across our multiple licensed subsidiaries, office rent and occupancy, and other corporate overhead.

The modest absolute increase reflects incremental compliance and operational costs associated with the addition of Alchemy International

and related regulatory obligations.

and Marketing Expenses.

Sales and marketing expenses for fiscal year 2025 were $1,336,685, a decrease of $129,931, or 8.9%, compared

to $1,466,616 in fiscal year 2024.

As a percentage of revenues, sales and marketing costs declined to 3.8% from 5.4%.

These expenses

primarily consist of trade show participation, client entertainment, online marketing, public relations, and related activities across

our brokerage and technology businesses.

Depreciation.

Depreciation expense for fiscal year

2025 was $178,754, a decrease of $7,596, or 4.1%, compared to $186,350 in fiscal year 2024, primarily reflecting the aging of the fixed

asset base, partially offset by additions during the year.

Income (Loss)

Operating income for fiscal year 2025 was $6,053,209, compared to an

operating loss of ($901,763) in fiscal year 2024 (restated).

The turnaround of $6,954,972 reflects the combination of significant revenue

growth, gross margin expansion, and strong operating leverage on the expense base.

The operating margin improved to 17.3% in fiscal year

2025 from a negative of 3.1% in fiscal year 2024.

Income (Expense)

Total other expense for fiscal year 2025 was $238,597, compared to

other income of $872,024 in fiscal year 2024.

The change of ($1,110,621) is primarily attributable to two items:

Other interest income (expense).

income was $16,157 in fiscal year 2025, compared to net interest expense of $638,483 in fiscal year 2024.

The improvement reflects significantly

reduced reliance on interest-bearing debt and improved cash management during fiscal year 2025.

Other income (expense).

Other expense was

($254,754) in fiscal year 2025, compared to other income of $1,510,507 in fiscal year 2024.

Fiscal year 2024 included a significant one-time

other income item that did not recur in fiscal year 2025.

The fiscal year 2025 amount reflects net foreign exchange transaction losses

and other miscellaneous items arising from the Company’s multi-currency operations.

for Income Taxes

The provision for income taxes was $nil for both

fiscal years 2025 and 2024.

The Company’s U.S.

parent entity has historically generated operating losses and maintains a full valuation

allowance against its domestic deferred tax assets.

The Company’s foreign subsidiaries are subject to income taxes in their respective

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.

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.

liquidity factors include:

The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue

Expenditures:

Investment in proprietary trading platforms and software development remains a priority.

FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its

Future capital-raising efforts may be necessary to fund acquisitions and market expansion.

believes that existing cash reserves , coupled with expected revenue growth and potential financing opportunities, will provide

adequate liquidity to meet operational and strategic needs.

However, external market conditions, regulatory changes, and acquisition-related

expenditures could impact future liquidity requirements.

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.

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.

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.

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.

additional capital is needed, the company may seek to restructure or refinance existing debt, secure financing from financial institutions,

or raise funds through private equity or debt issuance.

FDCTech remains committed to expanding its operations while exploring strategic

funding opportunities to support long-term growth.

Seed Funding in 2016

February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder.

June 1, 2017, we raised $98,000 through our common stock’s private placement to our officers, directors, friends, relatives, and

business associates.

Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal

shareholder (“FRH”).

The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019.

The Notes were initially convertible into common stock at $0.10 per share but may be discounted under certain circumstances.

will the conversion price be less than $0.05 per share, with a maximum of 20,000,000 shares.

Public in 2019

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

The Company closed its offering effective February 26, 2019.

and SBA Funding in 2020

May 01, 2020, the Company received proceeds of $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”).

May 22, 2020, the Company received proceeds of one hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900).

July 15, 2020, the Company engaged Kingswood Capital Markets, a Benchmark Investments division, Inc., as its exclusive general financial

advisor for strategic corporate planning and investment banking services.

On August 25, 2020, the Company and Broker-Dealer terminated

all obligations other than maintaining confidentiality with no fees to the Broker-Dealer.

The Broker-Dealer agreed to return the 2,745,053

shares of the Company’s common stock.

September 02, 2020, the Company engaged Garden State Securities Inc.

(GSS) as its exclusive advisor for the private placement of debt

or equity securities to fulfill the Company’s business plan and an offering of debt securities to assist in the Company’s

acquisition strategy.

On October 05, 2021, the Company and GSS terminated all obligations other than maintaining confidentiality, with

no fees to the GSS.

The Broker-Dealer agreed to return the 1,750,000 shares of the Company’s common stock.

of FRH Debt and Equity Line of Credit (Investment Agreement) in 2021

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 $1,256,908 in return for the issuance of 12,569,080

of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

September 27, 2021, the Company engaged EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton”).

EF Hutton will

act as lead underwriter, deal manager, and investment banker for the proposed firm commitment public offering and uplisting (“Offering”)

by the Company in connection with the offering of the Company’s equity, debt, or equity derivative instruments (the “Securities”).

The Company engagement expired as of December 31, 2022.

October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or

issuable to selling shareholders for up to $2,200,000, including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii)

up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), according to a “Purchase Notice Right” under

an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement.

October 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $38,824 after deducting financing costs associated with the Investment Agreement.

Agreement, Promissory Note, Related Party Investments in 2022

January 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $33,596 after deducting financing costs associated with the Investment Agreement.

From October 2021 to February

2022, the Company received $72,420 from the Investment Agreement.

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 $550,000 with a maturity date of July 27, 2022, and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

As part of the AJB Note, the Company entered

into a securities purchase agreement, where AJB Capital will receive equity equal to US $155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3-year

cash warrants (‘Warrants’) priced at $0.30.

The Warrants and the Shares, collectively known as the ‘Incentive Fee,’

are issued upon execution of the agreement.

April 2022, the Company engaged CIM Securities, LLC as its private placement agent to raise capital.

The Company did not raise any funds.

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000 to Kundnani, considered a related

Party Investments and Acquisitions in 2023

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the

AJB Note valued at $60,525.

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.

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.

November 30, 2023, Kundnani, considered a related party, purchased 2,500,000 Series A Preferred stock of the Company for $2.5 million.

The Company has issued the Series A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 Common stock of

the Company for $5.5 million.

The Company has issued the common stock to Kundnani.

The Company expects to receive funds by the end of

CONCERN CONSIDERATION

have generated revenues of $26,943,718 for the fiscal year ending on December 31, 2023.

As of December 31, 2024, and 2023, the Company

had an accumulated deficit of $2,563,620 and $2,643,647.

Our independent auditors included an explanatory paragraph in their report on

the audited financial statements for the fiscal year ending December 31, 2024, and 2023 regarding concerns about our ability to continue

as a going concern.

Our financial statements contain additional note disclosures describing the circumstances that led 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.

Accounting Policies and Significant Judgments and Estimates

have based our management’s discussion and analysis of our financial condition and operations results on our financial statements,

which we have prepared following the U.S.

Generally Accepted Accounting Principles (GAAP).

In preparing our financial statements, we

are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Our actual results could differ from these estimates, and such differences could be material.

have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K/A for the fiscal year

ending December 31, 2023, filed with the SEC on October 15, 2024.

We continuously evaluate our critical accounting estimates and judgments

required by our policies and update them as appropriate based on changing conditions.

Act Accounting Election

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 after enacting the JOBS Act until those standards apply to private companies.

As an emerging

growth company, we may delay adopting certain accounting standards until they apply to private companies.

Sheet Arrangements and Contractual Obligations

have not engaged in any off-balance sheet arrangements 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.

Accounting Pronouncements

ASU amendments are effective for fiscal years beginning after December 15, 2019, including interim periods therein.

Early adoption of

the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued.

have adopted ASC 606 - Revenue Recognition from January 1, 2019, and Amended ASU 2016-02, Leases (Topic 840) from January 1, 2020.

ASU is currently not expected to have a material impact on our consolidated financial statements.

We believe the accounting policies

described in Note 2 are critical to the judgments and estimates used to prepare our financial statements.

As a result, we have described

significant accounting policies in more detail in Note 2 of our annual financial statements included in our 10-K for the fiscal year

ending December 31, 2023, filed with the SEC on May 5, 2023.

however, taxable income has been offset by available deductions or existing tax attributes.

See Note 14 to the consolidated

financial statements for further discussion of income taxes.

Net income (loss) attributable to FDCTech

Net income (loss) attributable to FDCTech shareholders

for fiscal year 2025 was $5,783,223, or $0.014 per basic and diluted share based on weighted average shares outstanding of 423,084,729,

compared to net loss of $18,781, or $0.0001 per share, in fiscal year 2024 (restated).

The improvement reflects the factors described

strong revenue growth, gross margin expansion, operating leverage, and the absence of significant non-recurring expenses in fiscal

The noncontrolling interest in fiscal year 2025

represents the 49% minority interest held by third parties in AD Advisory Services Pty Ltd.

Net income (loss) attributable to noncontrolling

interest was $31,389 in fiscal year 2025 (2024:

net loss attributable to NCI of $10,958).

and Capital Resources

Our primary sources of liquidity are cash generated

from operations, proceeds from financing activities, including related party advances and equity issuances, and cash held at our regulated

brokerage subsidiaries.

As of December 31, 2025, we had cash and cash equivalents of $17,669,749, out of which $15,258,896 was held at

various liquidity providers.

We have a positive working capital of $14,883,171, and total stockholders’ equity of $22,377,274.

believe our current liquidity position is sufficient to fund our operating and capital requirements for at least twelve months from the

date of this Annual Report.

While the Company achieved profitability in fiscal

year 2025, we note that operating cash flows were negative $41.2 million due to a substantial increase in related party receivables of

approximately $35.8 million, which represents intercompany funding arrangements expected to be settled during fiscal year 2026.

this item, adjusted operating cash generation reflects the improved profitability of the business.

Management continues to monitor working

capital carefully, given the scale of related party balances.

following table summarizes our cash flows for the fiscal years ended December 31, 2025, and December 31, 2024 (restated):

(Restated, Audited)

Net cash used in operating activities

$ (40,984,998 )

(13,621,417 )

Net cash provided by investing activities

Net cash provided by financing activities

Net increase (decrease) in cash

$ (7,707,208 )

Cash at beginning of period

Cash at end of period

Net cash used in operating activities for fiscal year 2025 was ($40,984,998),

compared to net cash used in operating activities of ($13,621,417) in fiscal year 2024.

While fiscal year 2025 net income was $5,783,223,

the primary driver of negative operating cash flow was a net increase in related party receivables of approximately $35.8 million, reflecting

advances to affiliated entities as part of the Company’s intercompany funding structure.

This is expected to be substantially settled

during fiscal year 2026.

notable working capital changes in fiscal year 2025 included:

(i) a decrease in customer funds of $5,712,901, held by our regulated brokerage entities;

(ii) a decrease in other current liabilities of ($3,195,117);

recovery of accrued income of $1,793,304.

Non-cash items included depreciation of $178,754.

Cash paid for interest and income taxes

was $nil in each year.

fiscal year 2024, net cash used in operating activities was ($13,621,417), reflecting a net decrease in customer funds of ($18,693,481),

partially offset by increases in other current liabilities of $4,557,126 and collections of accounts receivable of $981,618.

Net cash provided by investing activities for

fiscal year 2025 was $2,069,328, compared to $444,732 in fiscal year 2024.

In fiscal year 2025, the Company received a credit of $2,000,000

in seller financing for the business acquisition seller’s note and capitalized $316,937 of software development costs.

Foreign currency

translation effects contributed $386,265.

In fiscal year 2024, investing activities primarily

reflected changes in paid-in capital attributable to common control transactions of $1,338,592, partially offset by capitalized software

development costs of $75,766 and foreign currency effects of ($298,009).

Net cash provided by financing activities for

fiscal year 2025 was $31,208,462, compared to $7,237,181 in fiscal year 2024.

The fiscal year 2025 amount was primarily composed of:

related party advances received of $21,204,630, (ii) changes in additional paid-in capital of $9,969,735 related to equity transactions

and intercompany adjustments, and (iii) common stock issued for cash of $35,200.

These were partially offset by repayments of the Cares

Act PPP advance of ($5,661) and SBA loan repayments of ($8,506).

In fiscal year 2024, financing activities consisted

primarily of related party advances of $7,199,501 and common stock issued for cash of $20,000, partially offset by repayments of government-assistance

Cash and Cash Equivalents.

As of December

31, 2025, we had cash and cash equivalents of $17,669,749, out of which $15,258,896 was held at various liquidity providers.

is held primarily in operating accounts of our subsidiaries across multiple jurisdictions and in segregated client money accounts at our

regulated brokerage entities.

Of the total cash balance, a portion is subject to regulatory minimum requirements and is not freely available

for general corporate purposes.

Related Party Receivables and Advances.

of December 31, 2025, related party receivables totaled $37,477,356, representing amounts due from affiliated entities and related parties

under intercompany funding arrangements.

These are expected to be settled in the ordinary course of business during fiscal year 2026.

Related party advances payable of $29,197,470 represent amounts received from related parties to support the Company’s operations,

and these are expected to be repaid or converted during fiscal year 2026.

The net related party position (receivable less payable) was

approximately $8,279,886 as of December 31, 2025.

Customer Funds.

Our regulated brokerage

subsidiaries hold customer funds of $5,813,888 as of December 31, 2025 (2024:

$11,526,789).

These amounts are maintained in segregated

client accounts pursuant to applicable regulatory requirements and are not available for general corporate purposes.

Customer funds are

recognized as both an asset (segregated cash) and a corresponding liability in our consolidated balance sheet.

Lines of Credit and Debt.

As of December

31, 2025, our total outstanding debt obligations were approximately $2,567,030, consisting primarily of a business acquisition loan of

$2,350,000, a line of credit balance of $111,352, and an SBA Economic Injury Disaster Loan of $105,678 (non-current).

The SBA loan bears

interest at 3.75% per annum.

Capital Requirements

regulated subsidiaries are subject to minimum capital requirements imposed by their respective regulatory authorities.

Alchemy Markets

(MFSA, Malta) and Alchemy Prime Limited (FCA, United Kingdom) are subject to European Union and UK capital adequacy requirements

applicable to investment firms.

Alchemy International Ltd.

is subject to capital requirements under the laws of Seychelles.

Services Pty Ltd.

is subject to ASIC’s financial requirements for Australian financial services licensees.

As of December 31, 2025,

management believes that all regulated subsidiaries were in compliance with their respective minimum regulatory capital requirements.

Regulatory capital requirements may limit the ability of subsidiaries to distribute cash upstream to the parent company.

As of December 31, 2025, working capital was $14,883,171,

compared to working capital of $853,533 as of December 31, 2024 (restated).

The improvement of approximately $14.0 million reflects primarily

the growth in the related party receivable (classified as current), which increased by approximately $37.5 million, comprising primarily AIL’s current account receivable from Alchemy Capital Markets Ltd.

(ACM) and related affiliates,

which is partially offset by

an increase in related party advances payable of approximately $36.9 million, primarily owed to Alchemy DMCC ($25.5M), a Kundnani-affiliated entity.

Excluding related party receivables and advances, the Company’s

underlying working capital remains modestly positive.

Obligations and Commitments

principal contractual obligations as of December 31, 2025, consist of operating lease commitments, amounts outstanding under government-assistance

loan programs, and the business acquisition loan.

We have no material off-balance sheet arrangements.

We lease office space for our corporate headquarters in Irvine, California, and for our subsidiary offices in Malta, the United

Kingdom, Australia, Cyprus, and Seychelles.

As of December 31, 2025, right-of-use assets were $530,348, current operating lease liabilities

were $501,236, and non-current operating lease liabilities were $29,112.

The weighted-average remaining lease term for operating leases

was approximately 1.1 years, and the weighted-average discount rate was approximately 5.5%.

We have an outstanding Economic Injury Disaster Loan from the U.S.

Small Business Administration with a non-current balance

of $105,678 as of December 31, 2025.

The loan bears interest at 3.75% per annum with monthly principal and interest payments.

Acquisition Loan.

We have a business acquisition loan with a current balance of $2,350,000 as of December 31, 2025, an increase

of $2,000,000 from the prior year’s balance of $350,000, reflecting additional amounts drawn to fund the acquisition of Alchemy

International Ltd.

during fiscal year 2025.

Capital Requirements

future capital requirements will depend on a number of factors, including the growth rate of our revenue, our technology development

investments, regulatory capital requirements at our subsidiaries, the timing and extent of any strategic acquisitions, and general economic

and market conditions.

We believe our existing cash, anticipated cash generation from operations, and available financing sources will

be adequate to fund our operations and planned capital expenditures for at least the next twelve months.

If additional capital is required,

we may seek equity or debt financing;

however, there can be no assurance that financing will be available on acceptable terms or at all.

Any equity financing may result in dilution to existing stockholders.

are also pursuing a potential listing of our common stock on a national securities exchange in connection with a proposed public offering

of common stock (see Note 12 — Subsequent Events).

Proceeds from such an offering, if completed, would significantly enhance our

liquidity position and capital resources.

Sheet Arrangements

of December 31, 2025, we did not have any relationships with unconsolidated organizations, special purpose entities, or other arrangements

that would constitute off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have or are reasonably likely

to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital

expenditures, or capital resources.

Accounting Policies and Estimates

preparation of our consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial

statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ materially from

those estimates.

We consider the following policies to be critical because they involve the most significant judgments and estimates

used in the preparation of our financial statements.

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers.

Revenue is recognized when,

or as, control of promised goods or services is transferred to a customer in an amount that reflects the consideration we expect to receive.

For technology and software licensing, revenue is generally recognized over the contract term on a straight-line basis.

For brokerage

commissions and spreads, revenue is recognized on a trade-date basis.

For wealth management services, revenue is generally recognized

as services are rendered.

Management exercises judgment in determining the appropriate contract term, transaction price, and timing of

revenue recognition for arrangements with variable consideration or multiple performance obligations.

Software Development Costs.

We capitalize internal and external costs incurred during the application development stage of internal-use

software in accordance with ASC 350-40, Intangibles — Goodwill and Other — Internal-Use Software.

Preliminary project stage

and post-implementation costs are expensed as incurred.

Management exercises judgment in determining the appropriate stage of development

at which capitalization begins and ceases.

Capitalized costs are amortized on a straight-line basis over the estimated useful life of

the software, which we have generally estimated to be three to five years.

Impairment of capitalized software is assessed whenever events

or changes in circumstances indicate that the carrying amount may not be recoverable.

Currency Translation.

The functional currency of each of our foreign subsidiaries is the respective local currency.

Assets and liabilities

of foreign subsidiaries are translated into U.S.

dollars at exchange rates in effect at the balance sheet date, while revenues and expenses

are translated at average exchange rates for the reporting period.

Resulting translation adjustments are recorded as a component of accumulated

other comprehensive income (loss) in stockholders’ equity and are not included in determining net income.

Transaction gains and

losses arising from transactions denominated in currencies other than the functional currency are recognized in other income (expense)

in our consolidated statements of operations.

Value of Financial Instruments.

The Company’s brokerage subsidiaries carry trading positions at fair value, based on

quoted market prices (Level 1) or observable inputs (Level 2 in the fair value hierarchy).

As of December 31, 2025, the net fair

value of trading positions held by the firm was $1,183,873 (asset).

Management exercises judgment in

classifying assets and liabilities within the fair value hierarchy and in determining whether observable inputs are available for

valuation purposes.

and Intangible Assets.

Acquired intangible assets are recognized at fair value at the acquisition date and amortized over their estimated

useful lives.

Management exercises judgment in identifying and measuring intangible assets at acquisition, estimating their useful lives,

and assessing them for impairment.

As of December 31, 2025, acquired intangible assets, net, were $1,326,062.

There were no impairment

charges recognized in fiscal year 2025.

We account for income taxes using the asset and liability method, which requires recognition of deferred tax assets and liabilities

for the expected future tax consequences of differences between the financial reporting and tax bases of assets and liabilities.

the likelihood that deferred tax assets will be realized and establish valuation allowances when, in management’s judgment, it

is more likely than not that some or all of a deferred tax asset will not be realized.

operations carry a full valuation allowance.

The assessment of valuation allowances requires significant judgment regarding expected future taxable income, tax planning strategies,

and the reversal of temporary differences.

Issued Accounting Standards

Company evaluates accounting standards issued by the Financial Accounting Standards Board (FASB) and the SEC on an ongoing basis.

were no recently issued accounting standards that had or are expected to have a material impact on the Company’s consolidated financial

statements for fiscal year 2025.

As an emerging growth company, the Company has elected to use the extended transition period provided

by the JOBS Act for complying with new or revised financial accounting standards.

Act and Emerging Growth Company Status

are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”).

As an emerging growth company, we are permitted to, and do, rely on exemptions

from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies, including

exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting

pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation in our

periodic reports.

the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until those standards apply to private

We have elected to avail ourselves of this extended transition period.

As a result, our financial statements may not be comparable

to those of companies that comply with such new or revised accounting standards on a non-delayed basis.

will remain an emerging growth company until the earliest of:

(i) the last day of the fiscal year following the fifth anniversary of

the completion of our initial public offering;

(ii) the last day of the fiscal year in which we have total annual gross revenue of at

least $1.235 billion;

(iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year

and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million

as of the prior June 30.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

STATEMENTS AND SUPPLEMENTARY DATA

financial statements required by this Item are presented beginning on Page F-20 and are incorporated herein by this reference.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis