What changed in this filing

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Item 5. Other Information

2026-05-15 compared with 2025-11-13 · 21 added, 42 removed, 9 unchanged (88% of the section changed)

Other Information.

On October 29, 2025, FDCTech, Inc., a Delaware corporation (“FDCT” or the ““Company”), completed the acquisition

of Alchemy International Ltd., a Seychelles-licensed securities dealer regulated under license number SD136 by the Financial Services

Authority (FSA) (the “Transaction”), pursuant to a Share Purchase Agreement, dated October 29, 2025 (the “Share Purchase

The FSA approved the change of control on October 29, 2025.

to the Share Purchase Agreement, the Company acquired 49,950 of 50,000 issued shares from Sync Capital Limited and Mr.

Gope Shyamdas

Kundnani, shareholders of Alchemy International Ltd., effectively assuming full operating control of Alchemy International Ltd.

is the sole beneficial owner of Alchemy International Ltd., holding his interest directly and indirectly through Sync Capital Limited.

The consideration for the transaction is $2,000,000 (the “Purchase Price”), subject to adjustment based on the regulatory

own funds capital at closing.

The Purchase Price, payable in cash or in the form of the Company’s capital stock, is due by January

Gope Shyamdas Kundnani is a member of the Company’s board of directors, the transaction is considered a related party transaction

for the purposes of Item 404(a) of Regulation S-K.

The transaction was reviewed, voted upon, and approved by the disinterested board

members prior to execution of the Share Purchase Agreement.

foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text

of the Share Purchase Agreement, a copy of which is furnished as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated

by reference.

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of

Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K .

During the registrant’s last fiscal quarter, no director or officer adopted or terminated :

(i) any contract, instruction or written

plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

(a “Rule 10b5-1 trading arrangement”);

and/or (ii) any “non-Rule 10b5-1 trading arrangement” as defined in Item

408(c) of Regulation S-K.

Share Purchase Agreement date as of October 29, 2025

Certification

of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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7 unchanged sentences

thereunto duly authorized.

FDCTECH, INC.

November 13, 2025

Mitchell Eaglstein, President and CEO

(Principal Executive Officer)

November 13, 2025

(Principal Accounting Officer)

March 15, 2026

Mitchell Eaglstein

Eaglstein, President and CEO

Executive Officer)

March 15, 2026

Accounting Officer)

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

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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 5. Other Information