What changed in this filing

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Item 1. Legal Proceedings

2026-05-15 compared with 2025-11-13 · 20 added, 37 removed, 1 unchanged (98% of the section changed)

LEGAL PROCEEDINGS.

time to time, the Company is involved in legal proceedings in the ordinary course of business.

The Company believes that the ultimate

resolution of these matters will not have a material adverse effect on its financial condition, results of operations, or cash flows.

The following proceedings are disclosed pursuant to Item 103 of Regulation S-K:

Alkoby, et al.

This action is pending in the London Circuit Commercial

Court under Claim Number LM-2024-000330 as of December 9, 2024.

The claimants are former shareholders of a Malta-incorporated broker,

Alchemy Markets Ltd.

(“AML”), that the Company acquired in June 2023, pursuant to a share sale agreement (the “Share

Sale Agreement”).

Following the acquisition, the Company discovered undisclosed anti-money laundering deficiencies from 2019 and

misrepresentations regarding AML’s net capital.

The claimants are seeking approximately $1.02 million under in connection with

the Share Sale Agreement.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable

and seeks repayment of $915,000 paid to the sellers.

A case management conference is scheduled for November 17, 2025.

Alchemy Markets Ltd.

FIAU Proceedings

Alchemy Markets Ltd.

(formerly NSFX Limited), a subsidiary of the Company, is involved in two related proceedings in Malta challenging an

administrative penalty of €419,997 imposed by the Financial Intelligence Analysis Unit (FIAU) based on a 2019 compliance examination

that occurred prior to the Company’s ownership.

The first proceeding is an appeal before the Court of Appeal (Inferior Jurisdiction)

challenging the penalty on administrative law grounds.

The second is a constitutional challenge before the First Hall Civil Court, arguing

the FIAU’s decision-making process violated the subsidiary’s constitutional rights.

Both proceedings are in the evidentiary

Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously.

However, litigation

is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

Risk Factors.

Company and its subsidiaries are, from time to time, involved in legal proceedings arising in the ordinary course of business.

is currently a party to (or defending) the legal proceedings described in Note 8 (Commitments and Contingencies — Pending Litigation)

to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which discussion is

incorporated herein by reference.

to Item 103 of Regulation S-K, the Company is required to disclose in this Item only those material pending legal proceedings, other

than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any

of their property is the subject, and any such proceeding involving a governmental authority where the monetary sanctions, exclusive

of interest and costs, are reasonably expected to exceed $1,000,000.

Based on the Company’s assessment, the amounts at issue in

the proceedings described in Note 8 do not exceed 10% of the Company’s consolidated current assets, and the Company has determined

that the proceedings described therein, individually or in the aggregate, do not currently rise to the level of “material”

for purposes of Item 103.

Notwithstanding this determination, the Company has elected to provide the more comprehensive descriptions

in Note 8 to assist readers in understanding the Company’s litigation posture.

of March 31, 2026, the Company has not recorded a loss accrual with respect to any of the matters described in Note 8, as Management

has determined that any loss is not both probable and reasonably estimable as of that date.

Management is unaware of any other material

actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the Company, its subsidiaries,

or any of their respective assets, other than the matters described in Note 8 and other than ordinary routine litigation incidental to

the business.

accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to disclose this item.

Unregistered Sales of Equity Securities and Use

Defaults Upon Senior Securities.

Mine Safety Disclosures.

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-Q

Item 1. Legal Proceedings