What changed in this filing

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Item 1. Business

2026-04-22 compared with 2023-05-05 · 537 added, 314 removed, 13 unchanged (98% of the section changed)

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 cryptocurrency markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology (‘fintech’)

and business solutions to OTC Online Brokerages and cryptocurrency businesses (“customers”).

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, crypto, 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.

we have three primary business segments, (1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business.

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.

Management – AD Advisory Services Pty Ltd.

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”).

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 51% 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.

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million

in funds under advice.

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.

revenues, cost of sales, and gross profits for the fiscal year ending December 31, 2022, were $5,827,732, $5,275,741, and $551,991, respectively.

& Software Development – Condor Trading Technology

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 specific to the customer and clearly defines

each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution,

and other clauses necessary for such a contract.

The material terms of customer contracts depend on the nature of services and solutions.

Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and

termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract.

Company is a technology provider and software developer in the cryptocurrency or digital asset space.

The Company does not mine any digital

assets or trade or act as a counterparty in cryptocurrencies.

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 with Financial

Crimes Enforcement Network (FinCEN) and respective State’s 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 nor does it intend to become a broker-dealer.

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.

are a development company in the financial technology sector with limited operations.

The 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.

Company has no patents or trademarks on its proprietary technology solutions.

Company has three sources of revenue.

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,

Crypto Web Trader Platform, and other cryptocurrency-related solutions.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

Services – The Company’s turnkey business solutions - 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 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 the trading platform (desktop, web, mobile), back office, and CRM and banking integration

Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the cryptocurrency and blockchain space.

The Company expects to generate additional revenue from its crypto-related solutions.

Such solutions include revenues from the development

of a custom crypto exchange platform for customers, the sale of the non-exclusive source code of the crypto exchange platform to third

parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from various crypto

exchanges to OTC brokers.

The Company initially plans to develop the technology architecture of the crypto exchange platform for its

The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software

development projects for customers.

The Company develops these projects to meet the customer’s design criteria and performance

requirements.

Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform.

The 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, cryptocurrencies, and other

financial products.

Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December

The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.

Company has ten (10) 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 versions.

Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements.

Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities

and Market Authority (ESMA) implemented across the European Union on January 3, 2018.

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 second quarter of the fiscal year ending December 31, 2023.

Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and

limit unnecessary blockchain usage fees, also known as gas fees.

The Company has no plans to commercialize the NFT Marketplace in the

fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.

Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering

to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal year ending

December 31, 2023.

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31,

2022, were $626,000, $159,051, and $466,949, respectively.

Brokerage (Europe and the Middle East) – NSFX Ltd.

December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10%

equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary

NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in NSFX.

The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the

change of ownership.

The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28,

2023 but no later than June 30, 2023.

has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet

NSFX provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years

ending November 30, 2021, and 2020.

NSFX has no liabilities other than (i) liabilities reflected in the financial statements and (ii)

liabilities incurred in the ordinary course of business since the balance sheet date.

PricewaterhouseCoopers (PwC) is the auditor of

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.

NSFX trading platform services in the English, French,

German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives

in real time.

Brokerage – CIM Securities, LLC

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent (51%) equity interest in CIM Securities,

LLC (“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company signed a definitive agreement pending

regulatory approval, paid a $20,000 non-refundable deposit, and transferred $180,000 to the escrow account to complete the transaction.

FINRA Rule 1017 requires the Company to file continuing membership applications (CMAs) as it plans to apply for changes in ownership,

control, and business operations.

The Company filed the CMA form with FINRA in February 2023 to effect the change of ownership of CIM

Securities, LLC, where the Company interest shall be 51.00%.

of the FRH Group Note

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 convertible into

common stock initially at $0.10 per share but discounted under certain circumstances.

In no event will the conversion price be less than

$0.05 per share with a maximum of 20,000,000 shares should FRH converts the entire note.

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 $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

of Acquisition of Genesis Financial, Inc.

line with the new strategic direction, on June 2, 2021, the Company entered into a Stock Purchase Agreement (the “Genesis Agreement”)

with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“GFNL” or “Seller”).

According to the

Agreement, the Company plans to acquire 100% of the issued and outstanding equity interests of GNFL, including its wholly-owned subsidiaries

and other variable interest entities, in consideration for 70,000,000 shares of the Company’s restricted common stock (the”

“Securities”) valued at thirty-five Million U.S.

Dollars ($35,000,000).

August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated

the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming

corporation (“Genesis” or “Seller”).

As of the termination date, the Company did not issue any Securities to

The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material

provisions, covenants, or conditions.

June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick

Kerridge as Chairman of the Company’s Board of Directors.

Effective August 24, 2021, the Company terminated the appointment of

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

the stockholders representing at least 68.73% of the issued and outstanding shares of the Company.

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting,

internal controls, and corporate governance.

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.

is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

January 1, 2021, Naim Abdullah resigned as the Director of the Company.

June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick

Kerridge as Chairman of the Company’s Board of Directors.

Effective August 24, 2021, the Company terminated the appointment of

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

the stockholders representing at least 68.73% of the issued and outstanding shares of the Company.

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

July 6, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) increased from four to five directors and appointed

Provini, age 74, to the vacancy.

Provini is considered independent under NYSE and NASDAQ listing standards.

has been the Chairman, CEO, and President of Natcore Technology Inc.

since May 2009, a research and development company protected by

65 patents granted or pending.

From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a

Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members.

He served as President of Laidlaw Asset Management

and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995

to September 1997.

Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995.

He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983

to April 1985.

Provini has been a leadership instructor at the U.S.

Naval Academy, Chairman of the U.S.

Naval Academy’s Honor

Board, and is a former Marine Corp.

Provini holds an undergraduate Engineering degree from the U.S.

Naval Academy in Annapolis,

Maryland, and a post-graduate degree from the University of Oklahoma.

November 30, 2021, Charles R.

Provini, a member of the Board of Directors of FDCTech, Inc.

(the “Company”), notified the

Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021.

not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices.

resignation of Mr.

Provini, the Company currently has three Board of Directors.

(“FDCTech,” “Company,” “we,” “us,” or “our”) 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

FDCTech is a U.S.-based, fully reporting public company and currently trades under the symbol OTC:

in January 2016 as a back-office technology solution provider, FDCTech has transformed into a diversified global fintech platform through

strategic acquisitions.

Our growth trajectory includes the acquisitions of AD Advisory Services Pty Ltd.

(2021), Alchemy Markets Ltd.

(2022-2023), Alchemy Prime Limited (2023), and, most recently, Alchemy International Ltd.

(2025), expanding our global footprint across

Australia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius.

is the parent holding company with the following wholly-owned and majority-owned subsidiaries:

Advisory Services Ltd.

CFDs, Stocks, Bonds

(excl the United Kingdom)

Trading & Third-party

International Ltd.

Trading & Third-party

Intermediary Services

Intermarket Group Eurasia (PIG)

Trading & Third-party

Business Segments

operate through four complementary business segments:

Through Alchemy Markets Ltd.

(Malta, MFSA-regulated), Alchemy Prime Limited (UK, FCA-regulated), and Alchemy International

(Seychelles, FSA-regulated), we provide multi-asset trading services in forex, CFDs, equities, commodities, and digital assets to

retail and institutional clients globally.

Through AD Advisory Services Pty Ltd.

(Australia, ASIC-regulated), we operate a wealth management business with 28 financial

advisors managing and advising over $530 million in funds under advice under the aegis of our license, where we provide licensing solutions

and financial planning services to these financial advisors.

and Software Development:

Through FDCTech and Alchemytech Ltd.

(Cyprus), we develop and license our proprietary Condor Trading Technology

suite, including the Condor Pro Multi-Asset Trading Platform and Condor Risk Management back-office system.

Intermediary Services:

Through Xoala Asia (Mauritius, FSC-licensed), we are developing a payment gateway, merchant acquiring, and

cross-border payment capabilities to complement our brokerage and wealth management operations.

This segment is in the early stages of

a more detailed description of our business, subsidiaries, industry, and market opportunity, competition, and business strategy, see

“Business” beginning on page 4.

and Market Opportunity

operate at the intersection of several large and growing global markets:

(i) foreign exchange (“FX”), contracts for difference

(“CFDs”) and multi-asset online trading;

(ii) wealth management and financial advisory services;

(iii) trading technology

and infrastructure;

and (iv) digital payments and cross-border transaction services.

Through our subsidiaries, we provide margin brokerage

services in Europe, the United Kingdom, Seychelles, and Mauritius;

wealth management services in Australia;

proprietary trading technology

and connectivity;

and, through Xoala Asia, we are building a regulated payment intermediary platform in Mauritius.

FX, CFD, and Online Trading Markets

FX market is one of the largest and most liquid financial markets in the world.

According to the Bank for International Settlements (“BIS”)

2025 triennial survey, average daily turnover in global FX markets reached approximately $9.6 trillion in April 2025, an increase of

about 28% compared to April 2022 (1) .

The BIS notes that its survey is the primary global source on the size and structure

of OTC FX markets.

This growth reflects the continued globalization of trade and capital flows, the increased use of electronic trading

platforms, and rising participation from both institutional and retail traders.

to growth in underlying FX and derivatives volumes, the online trading platform market has expanded as investors migrate from traditional

channels to mobile- and cloud-based brokerage solutions.

Industry research from Grand View Research estimates that the global online

trading platform market was approximately $9.6 billion in 2023 and is expected to reach $15.6 billion by 2030, representing a compound

annual growth rate (“CAGR”) of approximately 7.3% from 2024 to 2030 (2) .

Other industry analysts similarly forecast

mid-single- to high-single-digit CAGRs (3) for online trading platforms over the next decade, driven by broader retail participation,

declining trading fees, and increased product breadth, including derivatives and digital assets.

this broader online trading segment, CFD brokers represent a sizeable niche.

DataIntelo (4) estimates that the global CFD broker

market generated approximately $12.5 billion of revenue in 2023 and could reach $22.4 billion by 2032, implying a CAGR of approximately

Industry publications note that publicly traded CFD and leveraged trading brokers such as IG Group, Plus500, CMC Markets, and XTB

have reported robust revenue trends supported by strong client trading activity and increased active accounts.

believe our margin brokerage businesses—Alchemy Markets Ltd.

(“AML”) in Malta, Alchemy Prime Ltd.

in the United Kingdom, and Alchemy International Ltd.

(“AIL”) in Seychelles—are positioned to participate in these

trends by offering leveraged FX, CFD and multi-asset trading solutions to retail and institutional clients across the European Union,

the United Kingdom, selected offshore jurisdictions and other international markets.

As regulatory reforms such as MiFID II in Europe

and leverage caps in major markets have raised barriers to entry and increased compliance costs, we expect competitive differentiation

to continue to shift toward technology, execution quality, and regulatory credibility, rather than purely marketing-led client acquisition.

Management and Financial Advisory Services

Australian subsidiary, AD Advisory Services Pty Ltd.

(“ADS”), operates in the wealth management and financial advisory market,

providing licensing solutions and financial planning services to a network of financial advisers and accountants, with more than $530

million in funds under advice as of December 31, 2024.

global asset and wealth management industry is significant and growing.

A 2025 report by PwC projects that global assets under management

could increase from approximately $139 trillion in 2024 to about $200 trillion by 2030 (5) , with wealth management for affluent

individuals highlighted as a major growth area.

Structural trends such as aging populations, the shift from defined-benefit to defined-contribution

retirement systems, and increasing household participation in capital markets are driving demand for professional financial advice and

administration.

Australia, superannuation (retirement) assets and self-managed superannuation funds have created a large addressable base for licensed

advisers, tax professionals, and integrated financial planning practices.

ADS competes in this environment as a mid-sized licensee and

adviser network and, we believe, benefits from the broader trend toward outsourcing compliance, technology, and practice management functions

by independent advisers seeking scale and regulatory support.

Technology and Multi-Asset Infrastructure

began as a technology company and continues to invest in proprietary trading infrastructure, particularly our Condor Pro Multi-Asset

Trading Platform, Condor Risk Management back office, and related pricing and connectivity tools.

We license these systems to third-party

brokers and financial institutions and also use them to power our own brokerage operations.

analysts estimate that the digital banking platform market was approximately $20.8 billion in 2021 and may grow to approximately $107.1

billion by 2030, at a projected CAGR of roughly 20.5% (6) .

The broader digital banking market — including platforms and

services — is expected to grow from about $35.3 billion in 2024 to $79.4 billion by 2030, a CAGR of approximately 14.5% (7) .

In parallel, the global AI trading platform market is forecast to grow from approximately $11.2 billion in 2024 to $33.5 billion by 2030,

reflecting a CAGR of about 20% as firms deploy AI for execution, analytics, and risk management (8) .

believe the same forces that are driving banks and large brokerages to refresh their digital platforms—cloud migration, open-API

architectures, real-time risk and regulatory reporting, and the need to support multiple asset classes and geographies—also create

demand for modular trading technology such as ours.

Our platform is designed to support FX, CFDs, equities, commodities, and other products,

integrate with third-party customer relationship management (“CRM”) and banking systems, and meet regulatory requirements

in multiple jurisdictions.

Payments and Cross-Border Transactions

Xoala Asia, we intend to build a payment intermediary services business that provides payment gateway, merchant acquiring, cross-border

remittance, and card processing capabilities.

The Financial Services Commission of Mauritius has granted Xoala Asia a Payment Intermediary

Services license.

global cross-border payments market is sizeable and expanding.

Grand View Research estimates that the cross-border payments market generated

approximately $212.6 billion in revenue in 2024 and could reach $320.7 billion by 2030, representing a projected CAGR of approximately

7.1% over the period (9) .

Juniper Research projects that global cross-border business-to-business (“B2B”) payment

transactions will increase from about 16.3 billion in 2025 to 18.3 billion in 2030, driven by globalization and new payment technologies,

including digital wallets and stablecoins (10) .

the same time, the overall payments landscape is undergoing digital transformation.

Morgan has estimated that global payments flows

could reach approximately $290 trillion by 2030, supported by e-commerce, real-time payment systems, and open banking initiatives (11) .

Within this ecosystem, providers such as PayPal, Wise, Western Union, Visa, and Mastercard are identified as major players in cross-border

payments, leveraging global networks and multi-currency capabilities (12) .

intend for Xoala Asia to complement our brokerage and wealth management businesses by facilitating faster and more efficient client funding,

withdrawals, and partner settlements, particularly in emerging markets where traditional banking access remains limited.

no assurance that we will successfully commercialize these services or capture a meaningful share of the cross-border payments market.

operate in highly competitive markets across each of our business segments.

Our ability to compete successfully depends on a number of

factors, including our technology, regulatory capabilities, pricing, customer service, and brand recognition.

margin brokerage subsidiaries—Alchemy Markets Ltd.

(Malta), Alchemy Prime Limited (UK), and Alchemy International Ltd.

(Seychelles)—compete

in the global retail and institutional FX, CFD, and multi-asset trading markets.

Competitors include:

large global retail brokers and market makers such as IG Group, CMC Markets, Plus500, OANDA, and Saxo Bank, which have established brands,

significant customer bases, and substantial financial resources;

regional and offshore CFD and FX brokers operating in European, Asian, and emerging markets, many of which compete aggressively on spreads,

leverage, and promotional incentives;

institutional prime-of-prime brokers and liquidity providers that serve professional traders, hedge funds, and smaller brokerages.

in margin brokerage is driven by trading costs (spreads and commissions), execution quality and speed, range of tradable instruments,

platform functionality and reliability, regulatory reputation and fund safety, customer service, and marketing reach.

Many of our competitors

have greater financial resources, broader product offerings, and more established brand recognition than we do.

choose among FX/CFDs providers based on technology features (multi-asset support, latency, reliability, and risk tools), integration

with CRM, compliance and banking systems, security and regulatory reporting capabilities, pricing and commercial terms, and quality of

implementation and ongoing support.

Our Condor Pro Multi-Asset Trading Platform and related technologies are designed to be regulatory-compliant,

multi-jurisdictional, and modular, and we believe this approach allows us to address the needs of both our own brokerage operations and

external B2B clients.

Nevertheless, we compete against larger and better-capitalized technology providers with broader client bases and

more extensive research and development resources.

Australian subsidiary, AD Advisory Services Pty Ltd.

(ADS), competes in the Australian wealth management and financial advisory market.

Competitors include:

large institutional wealth managers and dealer groups such as AMP, IOOF, and Insignia Financial, which operate extensive adviser networks

and have significant assets under advice;

mid-sized licensees and adviser networks, including self-licensed practices and boutique dealer groups that compete for advisers and

emerging digital wealth platforms and robo-advisors that offer lower-cost, technology-driven financial planning solutions.

in wealth management is driven by the quality and breadth of financial planning services, fee structures, compliance and regulatory support

for advisers, technology platforms, investment product offerings, and brand trust.

ADS competes as a mid-sized licensee and adviser network,

and we believe it benefits from the broader trend toward outsourced compliance and licensing solutions following regulatory reforms in

and Software Development

FDCTech and Alchemytech Ltd.

(ATECH), we license our proprietary Condor Trading Technology suite to brokerages and financial institutions.

Competitors include:

established trading platform providers such as MetaQuotes (MetaTrader 4/5), Spotware (cTrader), and Devexperts (DXtrade), which dominate

the retail FX and CFD platform market globally;

enterprise trading technology vendors serving institutional clients, including Trading Technologies, FlexTrade, and Refinitiv, which

offer sophisticated multi-asset trading and risk management solutions;

emerging fintech companies and white-label solution providers offering modular, cloud-based trading infrastructure and back-office systems.

choose among these providers based on technology features (multi-asset support, latency, reliability, and risk tools), integration with

CRM, compliance and banking systems, security and regulatory reporting capabilities, pricing and commercial terms, and quality of implementation

and ongoing support.

Our Condor Pro Multi-Asset Trading Platform competes as a newer entrant, and we seek to differentiate through customization,

vertical integration with our brokerage operations, and flexible licensing arrangements.

and Payment Intermediary Services

commercialized, Xoala Asia will operate in the competitive payments and cross-border remittance market.

Competitors include:

payment networks, digital wallets, and remittance providers such as PayPal, Wise, Western Union, MoneyGram, Visa, Mastercard, and

others, which industry research identifies as major players in cross-border payments (13) ;

payment processors, merchant acquirers, and gateway providers that serve e-commerce, retail, and small-business customers in key

fintech and blockchain-based payment solutions that aim to reduce friction and cost in cross-border transactions.

in payments is driven by transaction pricing and foreign exchange spreads, speed and reliability of settlement, geographic coverage and

currency pairs supported, quality of technology and integration (including APIs and SDKs), user experience, fraud prevention and compliance

capabilities, and brand trust.

As a new market entrant, we expect Xoala Asia to face significant competitive and regulatory challenges.

There can be no assurance that we will be able to acquire and retain merchants and partners on attractive terms or achieve profitable

scale in this segment.

“Cross-Border

Payments Market Size & Share Report, 2030”, Grand View Research, July 2025

strategy is to build an integrated, technology-driven financial services platform that solves the structural barriers faced by (i) existing

FX/CFD and multi-asset brokerages and (ii) entrepreneurs who seek to launch new brokerage or proprietary trading businesses, while also

improving outcomes for end-traders.

Structural Problems for Existing Brokerages and New Entrants

believe the current market structure is unfavorable to both average traders and smaller or emerging brokerages.

The “current system”

often features:

(i) fragmented infrastructure from multiple vendors;

(ii) slow and expensive client funding;

(iii) opaque pricing and

(iv) high fixed costs and regulatory complexity;

and (v) concerns around the safety of client assets and regulatory oversight.

Entrepreneurs often never launch, and small brokerages rarely scale, due to the high cost of entry, technology barriers, liquidity and

counterparty risks, and uncertainty about regulatory and banking relationships.

business strategy is to address these pain points by offering a full-stack solution that combines:

multi-asset trading technology;

brokerage and wealth management licenses in key jurisdictions;

institutional

liquidity and dealing capabilities;

digital payment and funding rails.

seek to provide both existing brokerages and new entrants with a “plug-and-play” way to access technology, licensing, and

liquidity that historically were available only to large institutions.

Deliver a Plug-and-Play Brokerage Stack for Entrepreneurs and New Firms

core pillar of our strategy is to lower the cost, complexity, and time-to-market for entrepreneurs who want to start an FX/CFD brokerage,

prime-of-prime broker, or proprietary trading firm.

FDCTech and our technology subsidiary, Alchemytech Ltd.

(“ATECH”), we offer turnkey solutions such as Start-Your-Own Brokerage

(“SYOB”), Start-Your-Own Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions.

These turnkey offerings are

built around our proprietary Condor suite, including:

Pro Multi-Asset Trading Platform, supporting FX, CFDs, equities, commodities, and digital assets across desktop, web, and mobile;

Risk Management Back Office, providing dealing desk tools, risk analytics, margin calls, alerts, and exposure monitoring;

Back Office APIs to integrate third-party CRM and banking systems.

intend to position this stack as a “plug-and-play brokerage” for new entrants:

entrepreneurs can leverage our technology,

connectivity, and, where appropriate, our group’s regulated entities, rather than assembling their own technology, liquidity, compliance,

and operational capabilities from scratch.

Our goals for this segment include:

the upfront capital expenditures and implementation risk for launching a brokerage or prop firm;

the timeline from concept to live trading;

access to institutional-grade spreads and liquidity;

risk management and regulatory-compliant reporting into the platform from day one;

optional consulting, project management, and integration support for non-technology founders.

can be no assurance that we will continue to attract new brokerage or prop firm clients at the pace we anticipate, or that these clients

will achieve or maintain profitability.

Upgrade Existing Brokerages Through Technology, Liquidity, and Outsourcing

existing brokerages and financial institutions already operating in FX/CFD or multi-asset markets, our strategy is to serve as a technology

and liquidity partner that helps them modernize their infrastructure and scale efficiently.

our Technology & Software Development segment, we generate revenues by licensing trading platforms, back-office systems, pricing

engines, and integration technology to third-party brokers, prime brokers, prime-of-prime brokers, and banks.

Through ATECH, we provide:

of Condor trading and risk systems;

software development for clients with unique requirements;

services to design and implement end-to-end brokerage workflows.

also intend to leverage our regulated brokerage entities—Alchemy Markets Ltd.

(“AML”), Alchemy Prime Limited (“APL”),

and Alchemy International Ltd.

(“AIL”)—to support existing brokerages with institutional liquidity, prime-of-prime

services, and white-label or “broker-under-our-umbrella” models, where permitted by local regulation.

existing brokers, our strategy focuses on:

or complementing legacy trading and risk systems with modern, multi-asset platforms;

consolidating

multiple technology and liquidity vendors into a more integrated solution;

back-office and risk tools that support regulatory reporting and client money controls;

management teams to focus on distribution and customer relationships while we support underlying technology and infrastructure.

Leverage a Regulated Global Footprint to Provide Licensing and Regulatory “Umbrella” Options

are building a multi-jurisdictional regulatory footprint spanning wealth management (ADS in Australia), investment services and securities

dealing (AML in Malta, APL in the United Kingdom, AIL in Seychelles), and payment intermediary services (Xoala Asia in Mauritius).

strategy is to use this footprint to help solve a core problem for both existing and aspiring brokerages:

regulatory complexity and access

to reputable licenses.

For appropriate counterparties and structures, we intend to:

“regulatory umbrella” arrangements where certain activities can be conducted under our licensed entities (subject to

local law and regulator approval);

EU, UK, and other licenses to support cross-border offerings where permissible;

guidance, via our internal expertise and external advisors, on structuring businesses to meet local regulatory requirements.

we do not present ourselves as a regulatory advisor or law firm, we believe our experience operating under ASIC, MFSA, FCA, FSA (Seychelles),

and FSC (Mauritius) regimes enables us to design platforms and workflows that embed regulatory expectations such as client categorization,

best execution, leverage limits, negative balance protection, and AML/CTF controls.

can be no assurance that regulators will approve new products, cross-border arrangements, or licensing structures we may pursue, or that

future regulatory changes will not increase our costs or restrict our business model.

Integrate Payments and Faster Funding to Address Funding and Trust Gaps

recurring problem for both traders and brokerages is slow and expensive funding, including delays in deposits and withdrawals and difficulty

accessing banking relationships, particularly in high-risk or emerging markets.

Xoala Asia, our Mauritian Payment Intermediary Services licensee, we intend to develop a payments and funding layer that can support:

onboarding and funding of client accounts through payment gateways and merchant acquisition;

remittance capabilities to move funds between clients, brokers and liquidity providers;

reconciliation and reporting for brokerage and wealth management flows.

strategy is to make payments infrastructure a core part of the value proposition for both new and existing broker clients, addressing

funding frictions that can otherwise undermine trading activity and customer trust.

Over time, we may integrate these payment capabilities

into the Condor Investing & Trading App and other front-end experiences, subject to regulatory constraints.

can be no assurance that we will successfully commercialize Xoala Asia’s payment services or obtain the necessary banking and card

network relationships to scale this business.

Continue to Invest in Product Innovation for Traders and Advisors

our technology primarily targets B2B clients (brokers, financial institutions, advisors), our strategy also includes building front-end

products for traders and wealth management clients to support our B2B2C model.

initiatives include:

Investing & Trading App – a simplified, mobile-first platform designed for investors with varied levels of experience to trade

stocks, ETFs, and other financial instruments.

We expect this app to extend our technology directly to retail users and to be white-labelled

by partner brokers and advisers.

analytics, charting, and risk tools within Condor Pro, targeting professional day traders and active retail traders who demand institutional-grade

functionality but are served by smaller or mid-sized brokers.

tools for wealth advisers and accountants at ADS, including practice-management, reporting, and client-engagement features that can be

integrated with our trading platforms and, where appropriate, payment solutions.

improving the end-user experience for traders and wealth clients, we aim to make our platform more attractive to brokerages and advisers

seeking to differentiate themselves in the market.

Pursue Disciplined Acquisitions to Expand Our Platform and Unlock Valuation Upside

2021, we have executed an acquisition-driven growth strategy, adding ADS (wealth management), AML and APL (brokerage), and AIL (securities

dealer), and establishing ATECH and Xoala Asia.

acquisition strategy is designed to:

our regulatory footprint (for example, electronic money institutions and additional securities dealer licenses);

complementary capabilities (such as market making, digital wallets, or prop trading communities) that can be integrated into our

technology and payments stack;

our revenue base and user count;

potential “valuation arbitrage” between private acquisition multiples and public trading multiples for comparable businesses.

intend to remain disciplined in our M&A strategy, focusing on targets that (i) are accretive to earnings over time, (ii) offer strategic

synergies with our core platform, and (iii) can be integrated into our risk management and compliance framework.

There can be no assurance

that we will complete any of our contemplated transactions on favorable terms or at all, or that any acquisitions we complete will achieve

the expected financial or strategic benefits.

Build a Diversified, Global, Multi-Revenue-Stream Platform

we aim to build a diversified global platform with multiple revenue streams—technology licensing, brokerage dealing and liquidity

fees, advisory and administration fees, and, over time, payments and digital asset-related revenues.

2021 and 2024, we transformed from a niche technology licensing business into a broader fintech platform with revenues from technology,

wealth management, and brokerage trading, and we now serve more than 500,000 users worldwide.

Our strategy is to continue to grow each

of our segments while maintaining balance so that we are not overly dependent on any single product or geography.

believe that, if executed successfully, this strategy will allow us to:

differentiated solutions to existing and aspiring brokerages;

relationships with entrepreneurs and institutional partners;

outcomes for traders and wealth clients;

long-term shareholder value.

our ability to execute on our business strategy is subject to numerous risks and uncertainties, including competitive pressures, regulatory

changes, integration risks related to acquisitions, our ability to raise capital, and broader macroeconomic conditions.

Factors—Risks Related to Our Business and Industry” and “Risks Related to Our Growth Strategy.”

operate in multiple jurisdictions and are subject to extensive regulation of our brokerage, wealth management, and payments activities.

Our key regulated entities are AD Advisory Services Pty Ltd in Australia, Alchemy Markets Ltd in Malta, Alchemy Prime Limited in the

United Kingdom, Alchemy International Ltd in Seychelles, and Xoala Asia in Mauritius.

Failure by any of these entities to comply with

applicable laws and regulations could result in fines, business restrictions, license conditions, or the suspension or loss of licenses.

– Wealth Management (AD Advisory Services Pty Ltd)

wealth management business, AD Advisory Services Pty Ltd (“ADS”), is subject to enhanced regulatory scrutiny and is regulated

by multiple authorities in Australia.

ADS holds an Australian Financial Services License (“AFSL”) issued under the Corporations

Act and is supervised by the Australian Securities and Investments Commission (“ASIC”).

As an AFSL holder, ADS must provide

financial services efficiently, honestly, and fairly;

maintain adequate governance, risk management, and compliance systems;

its representatives;

and meet disclosure and reporting obligations.

ADS or its authorized representatives provide personal advice to retail clients, they are subject to Australia’s “best interests”

and related duties, as well as restrictions on conflicted remuneration.

ADS must also maintain internal and external dispute resolution

arrangements and participate in the Australian Financial Complaints Authority scheme.

In addition, ADS is subject to Australia’s

anti-money laundering and counter-terrorism financing regime and must maintain customer due diligence, transaction monitoring, and reporting

– Investment Services and CFDs (Alchemy Markets Ltd)

Markets Ltd (“AML”) is authorized and regulated by the Malta Financial Services Authority (“MFSA”) under the

Investment Services Act as an investment firm.

Malta has implemented the European Union’s MiFID II/MiFIR framework, and AML is

subject to MFSA investment services rules and conduct of business requirements, including client classification, best execution, conflicts

of interest, safeguarding of client money and assets, capital adequacy, and systems and controls expectations.

offers, among other products, contracts for difference (“CFDs”) and rolling spot FX.

These products are subject to European

product intervention measures that impose leverage caps, margin close-out rules, negative balance protection, and restrictions on marketing

to retail clients.

These rules limit the leverage that may be offered and require prominent risk warnings, affecting trading volumes,

revenues, and the cost of compliance.

Kingdom – Investment Services and CFDs (Alchemy Prime Limited)

Prime Limited (“APL”) is incorporated in the United Kingdom and is authorized and regulated by the Financial Conduct Authority

(“FCA”) under the Financial Services and Markets Act.

APL is subject to the FCA Handbook, including organizational and systems

and controls requirements, and the Conduct of Business Sourcebook, which sets out detailed rules on client communications, best execution,

product governance, client money, conflicts of interest, and financial promotions.

FCA has adopted permanent product intervention rules for CFDs and similar products sold to retail clients, including leverage limits,

margin close-out at a percentage of required margin, negative balance protection, and restrictions on incentives.

APL is also subject

to the FCA’s Consumer Duty, which requires firms to deliver good outcomes for retail customers and to demonstrate that products,

pricing, and customer support are consistent with that standard.

Supervisory focus on CFD providers has increased in recent years.

– Securities Dealing (Alchemy International Ltd)

International Ltd (“AIL”) is regulated by the Financial Services Authority (“FSA”) in Seychelles as a securities

dealer under the Securities Act and related regulations.

AIL’s license permits it to deal in securities (including derivatives)

as principal and agent, subject to license conditions and conduct of business rules.

must comply with minimum capital and financial reporting requirements, maintain appropriate governance and risk management systems, and

comply with conduct of business rules, including client asset protection and disclosure obligations.

Regulatory reforms in Seychelles

have increased minimum capital requirements for securities dealers and introduced additional conduct requirements for leveraged and speculative

AIL is also subject to Seychelles’ anti-money laundering and counter-terrorist financing framework.

– Payment Intermediary Services (Xoala Asia)

payments business, Xoala Asia (“Xoala”), is regulated by the Financial Services Commission of Mauritius (“FSC”)

under the Financial Services Act as a Payment Intermediary Services (“PIS”) provider.

The PIS regime covers services such

as acquiring and executing payment transactions, acting as a payment gateway or merchant aggregator, and facilitating cross-border remittances,

generally for transactions conducted outside Mauritius.

a PIS licensee, Xoala must comply with FSC requirements regarding capital, liquidity, governance, outsourcing, and operational resilience.

It is also subject to Mauritius’ AML/CFT framework and FSC guidelines on customer due diligence, transaction monitoring, sanctions

screening, and suspicious transaction reporting.

Xoala must implement robust technology, security, and fraud-prevention controls in its

payment systems.

Activities, Group-Wide Compliance and U.S.

Securities Law

our brokerage and payments businesses serve clients across borders, we must also consider the rules of countries where clients are located,

including restrictions on cross-border marketing of leveraged products and local investor protection and product intervention measures.

All of our regulated entities are subject to anti-money laundering and counter-terrorist financing regimes that generally follow Financial

Action Task Force standards.

public company, we are also subject to the U.S.

federal securities laws, including the Securities Act of 1933 and the Securities

Exchange Act of 1934, and the rules and regulations of the Securities and Exchange Commission.

These laws impose disclosure, reporting,

internal control, and other obligations on us at the parent-company level, separate from the regulatory regimes applicable to our operating

subsidiaries.

Corporate Actions

Information Statement was 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 was to inform our stockholders of the following actions taken by written consent of the holders

of a majority of our voting stock, dated September 4, 2025:

September 4, 2025, our Board unanimously approved corporate actions to:

To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of

common stock from 500,000,000 to 750,000,000 (the “Authorized Share Increase”), and the number of Preferred Stock from 10,000,000

shares to 15,000,000 shares (the “Authorized Share Increase”).

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 not less than 1 for 10 and not more than 1 for 100,

to be determined by the Board of Directors.

The prospectus assumes a reverse split ratio of 1 for 100.

connection with the above corporate actions, on September 4, 2025, we obtained the written consent of a majority of the Company’s

voting power.

to Series B Convertible Preferred Stock Conversion Terms

January 2026, we filed a Certificate of Amendment to the Certificate of Designation of our Series B Convertible Preferred Stock (the

“Series B Amendment”) with the Secretary of State of the State of Delaware.

The original Certificate of Designation for the

Series B Convertible Preferred Stock, filed on December 4, 2023, designated 3,000,000 shares of our preferred stock, par value $0.0001 per

share, as Series B Convertible Preferred Stock.

The Series B Amendment did not change the number of authorized or issued shares of Series

B Convertible Preferred Stock or any of the other rights, preferences, or privileges of the Series B Convertible Preferred Stock, except

with respect to its conversion rights.

Series B Amendment deleted and replaced Section 4(a) (Conversion Right) in its entirety.

As amended, each share of Series B Convertible

Preferred Stock is convertible, at the option of the holder and without payment of additional consideration, into shares of our Common

Stock at any time, at an initial conversion rate of 100 shares of Common Stock for each one share of Series B Convertible Preferred for

Stock, subject to adjustment as provided in the Certificate of Designation.

In the event that we complete a public offering of $10,000,000

or more, which includes an uplisting of our Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate

for the Series B Convertible Preferred Stock in connection with such qualifying public offering will be determined by our Board of Directors

within a range of between 100 and 10 shares of Common Stock for each one share of Series B Convertible Preferred Stock, subject to the

adjustment provisions in the Certificate of Designation.

We anticipate the conversion ratio for the Series B Convertible Preferred Stock

to be 10 shares of Common Stock for 1 share of Series B Convertible Preferred Stock.

Series B Amendment was approved by our Board of Directors by unanimous written consent and by the written consent of the holders of at

least 51% of the stockholders required under Delaware General Corporation Law.

of Alchemy International Ltd.

November 11, 2025, it announced it had 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,

Alchemy International becomes a key operational subsidiary within the 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.

financial information:

AIL reported audited IFRS revenue, net profit, and net assets of $3.74 million, $0.48 million, and $2.16 million

for the fiscal year ended December 31, 2024 (Revonti Limited, auditors).

Establishment

of Xoala Asia

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:

payment transactions between payers and recipients, including initiation, processing, and settlement;

secure payment-gateway services for online and mobile card transactions;

merchants and enable acceptance and processing across retail, e-commerce, and other channels;

cross-border payments and remittances for businesses and individuals;

credit and debit card payments, managing the full transaction lifecycle from authorization through settlement.

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.

Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.

September 30, 2022, the Company appointed Gope S.

Kundnani as the Director of the Company.

Upon the appointment of Mr.

Kundnani, the

Company currently has four Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience building successful

businesses in the United States, the Middle East, and the United Kingdom.

From May 2018 to the present, Mr.

Kundnani was the founder

and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA).

From December 2018 to the present, Mr.

Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial

services company regulated by the FCA.

From May 2004 to April 2008, Mr.

Kundnani was the Director of Tristar Group, responsible for investing

and acquiring small retail businesses in the Texas region.

From February 1999 to the present, Mr.

Kundnani has been a partner and CEO

of Flexo Pack, a polyethylene product manufacturer with a global customer base.

Kundnani holds an undergraduate business degree from

Mulund College of Commerce, Mumbai, India.

the termination of Mr.

Kerridge and the resignation of Mr.

Provini, the Company currently had four Board of Directors.

is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the executive directors and officers of the Company.

Kundnani is considered an executive director by owning the Company’s stock of at least 10%.

Jonathan Baumgart is an independent

director under NYSE and NASDAQ listing standards.

in Registrant’s Certifying Accountant

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, 2022, and 2021 did not contain an adverse opinion or a disclaimer of opinion.

not qualified or modified for uncertainty audit scope or accounting principles.

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 auditor

of the Company since July 2021.

to rounding, numbers presented in the financial statements for the period ending December 31, 2022, and 2021, and for December 31, 2021,

and throughout the report may not add up precisely to the totals provided, and percentages may not exactly reflect the absolute figures.

of Company’s Securities to be Registered

September 03, 2021, the Company incorporated by reference the description of its common stock, par value $0.0001 per share, to be registered

hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1

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 filing, the Company has made

all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic throughout the United States.

While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections

Many countries worldwide, including the United States, have implemented significant governmental measures to control the spread

of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material

limitations on trade.

These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future developments.

These developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus

or treat its impact.

In particular, the spread of the coronavirus globally could adversely impact our operations and workforce, including

our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation

present, the Company has four members of the Board of Directors.

Eaglstein is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the company’s executive directors and officers.

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.

Ukraine-Russia

6 unchanged sentences

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 Person list.

If the military activities worsen and

expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia.

It may impact our software development capabilities and the Company’s business plans if we cannot relocate our technical

and development operations to a safer zone.

We relocated our personnel to Turkey, which is currently considered a neutral zone.

No individual

associated with the Company is banned or under the Special Designated Nationals (SDN) 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.

of the date of this report, there has been no disruption in our operations.

Military Conflict

February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, targeting military, governmental,

and nuclear-related sites.

Iran subsequently responded with missile and drone attacks targeting Israel, U.S.

military bases in the region,

and Gulf state infrastructure, and has sought to restrict commercial shipping traffic through the Strait of Hormuz.

As of the date of

this Annual Report on Form 10-K, the conflict has entered its fourth week.

Statements by the U.S.

administration have indicated that

a winding down of military operations is under consideration;

however, the situation remains fluid and the ultimate scope, duration,

and resolution of the conflict are uncertain.

Company maintains a sales office in Tel Aviv, Israel.

As of the date of this filing, the Tel Aviv office has not experienced any material

disruption to its operations as a direct result of the conflict, and the safety of the Company’s personnel located there has not

been compromised.

The Company continues to actively monitor the situation and has contingency protocols in place for its personnel and

operations in the region.

conflict has contributed to significant volatility in global energy prices and financial markets.

The Company’s operating subsidiaries

are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of which are in the directly affected region.

However, the broader geopolitical instability and elevated market volatility arising from the conflict may affect client trading volumes,

foreign currency exchange rates, and the general business environment in which the Company operates.

In particular, restrictions on shipping

through the Strait of Hormuz, if sustained, may further amplify energy price volatility and affect global market conditions relevant

to the Company’s brokerage businesses.

of the date of this Annual Report, the Company has not experienced any material disruption to its business operations as a direct result

of the conflict.

Management is continuing to monitor the situation and its potential impact on the Company’s operations, liquidity,

and financial condition.

This event is classified as a Type II non-recognized subsequent event in accordance with ASC 855-10, as it does

not relate to conditions that existed at the balance sheet date of December 31, 2025, and therefore does not result in an adjustment

to the amounts recognized in the consolidated financial statements.

Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the

1 unchanged sentence

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/A

Item 1. Business