FDCTECH, INC. 10-K/A

ITEM 1. BUSINESS Overview FDCTech, Inc. (“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 assets. FDCTech is a U.S.-based, fully reporting public company and currently trades under the symbol OTC: FDCT. Founded 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. FDCTech, Inc. is the parent holding company with the following wholly-owned and majority-owned subsidiaries: Subsidiary Ownership Jurisdiction Primary Business Markets Technology AD Advisory Services Pty Ltd. (ADS) 51.00% Australia Wealth Management Australia Third-party software Alchemy Markets Ltd. (AML) 100.00% Malta FX, CFDs, Stocks, Bonds Europe (excl the United Kingdom) Condor Trading & Third-party Alchemy Prime Ltd. (APL) 100.00% United Kingdom FX, CFDs United Kingdom Condor Trading & Third-party Alchemytech Ltd. (ATECH) 100.00% Cyprus Technology Services Europe Condor Trading Alchemy International Ltd. (AIL) 99.90% Seychelles FX, CFDs Asia Condor Trading & Third-party Xoala Asia (XOA) 100.00% Mauritius Payment Intermediary Services Asia Third-party Prime Intermarket Group Eurasia (PIG) 100.00% Mauritius FX, CFDs Asia Condor Trading & Third-party 4 Our Business Segments We operate through four complementary business segments: Margin Brokerage: Through Alchemy Markets Ltd. (Malta, MFSA-regulated), Alchemy Prime Limited (UK, FCA-regulated), and Alchemy International Ltd. (Seychelles, FSA-regulated), we provide multi-asset trading services in forex, CFDs, equities, commodities, and digital assets to retail and institutional clients globally. Wealth Management: 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. Technology 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. Payment 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 development. For a more detailed description of our business, subsidiaries, industry, and market opportunity, competition, and business strategy, see “Business” beginning on page 4. Industry and Market Opportunity We 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. Global FX, CFD, and Online Trading Markets The 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. Parallel 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. Within 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 6.7%. 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. 5 We believe our margin brokerage businesses—Alchemy Markets Ltd. (“AML”) in Malta, Alchemy Prime Ltd. (“APL”) 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. Wealth Management and Financial Advisory Services Our 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. The 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. Within 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. Trading Technology and Multi-Asset Infrastructure FDCT 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. Industry 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) . We 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. Digital Payments and Cross-Border Transactions Through 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. The 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) . At the same time, the overall payments landscape is undergoing digital transformation. J.P. 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) . We 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. There can be no assurance that we will successfully commercialize these services or capture a meaningful share of the cross-border payments market. 6 Competition We 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 Our 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; and ● institutional prime-of-prime brokers and liquidity providers that serve professional traders, hedge funds, and smaller brokerages. Competition 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. Customers 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. Wealth Management Our 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 clients; and ● emerging digital wealth platforms and robo-advisors that offer lower-cost, technology-driven financial planning solutions. Competition 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 Australia. Technology and Software Development Through 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; and ● emerging fintech companies and white-label solution providers offering modular, cloud-based trading infrastructure and back-office systems. Customers 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. 7 Payments and Payment Intermediary Services Once commercialized, Xoala Asia will operate in the competitive payments and cross-border remittance market. Competitors include: ● global 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) ; ● regional payment processors, merchant acquirers, and gateway providers that serve e-commerce, retail, and small-business customers in key markets; and ● emerging fintech and blockchain-based payment solutions that aim to reduce friction and cost in cross-border transactions. Competition 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. (13) “Cross-Border Payments Market Size & Share Report, 2030”, Grand View Research, July 2025 Business Strategy Our 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. Solving Structural Problems for Existing Brokerages and New Entrants We 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 execution; (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. Our business strategy is to address these pain points by offering a full-stack solution that combines: ● proprietary multi-asset trading technology; ● regulated brokerage and wealth management licenses in key jurisdictions; ● institutional liquidity and dealing capabilities; and ● emerging digital payment and funding rails. We 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. 1. Deliver a Plug-and-Play Brokerage Stack for Entrepreneurs and New Firms A 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. Through 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: Condor Pro Multi-Asset Trading Platform, supporting FX, CFDs, equities, commodities, and digital assets across desktop, web, and mobile; Condor Risk Management Back Office, providing dealing desk tools, risk analytics, margin calls, alerts, and exposure monitoring; and Condor Back Office APIs to integrate third-party CRM and banking systems. 8 We 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: ● reducing the upfront capital expenditures and implementation risk for launching a brokerage or prop firm; ● shortening the timeline from concept to live trading; ● providing access to institutional-grade spreads and liquidity; ● embedding risk management and regulatory-compliant reporting into the platform from day one; and ● offering optional consulting, project management, and integration support for non-technology founders. There 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. 2. Upgrade Existing Brokerages Through Technology, Liquidity, and Outsourcing For 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. In 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: ● licensing of Condor trading and risk systems; ● custom software development for clients with unique requirements; and ● consulting services to design and implement end-to-end brokerage workflows. We 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. For existing brokers, our strategy focuses on: ● replacing or complementing legacy trading and risk systems with modern, multi-asset platforms; ● consolidating multiple technology and liquidity vendors into a more integrated solution; ● offering back-office and risk tools that support regulatory reporting and client money controls; and ● allowing management teams to focus on distribution and customer relationships while we support underlying technology and infrastructure. 3. Leverage a Regulated Global Footprint to Provide Licensing and Regulatory “Umbrella” Options We 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). 9 Our 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: ● offer “regulatory umbrella” arrangements where certain activities can be conducted under our licensed entities (subject to local law and regulator approval); ● use EU, UK, and other licenses to support cross-border offerings where permissible; and ● provide guidance, via our internal expertise and external advisors, on structuring businesses to meet local regulatory requirements. While 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. There 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. 4. Integrate Payments and Faster Funding to Address Funding and Trust Gaps A 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. Through Xoala Asia, our Mauritian Payment Intermediary Services licensee, we intend to develop a payments and funding layer that can support: ● faster onboarding and funding of client accounts through payment gateways and merchant acquisition; ● cross-border remittance capabilities to move funds between clients, brokers and liquidity providers; and ● improved reconciliation and reporting for brokerage and wealth management flows. Our 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. There 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. 5. Continue to Invest in Product Innovation for Traders and Advisors While 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. Key initiatives include: Condor 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. Enhanced 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. Digital 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. 10 By 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. 6. Pursue Disciplined Acquisitions to Expand Our Platform and Unlock Valuation Upside Since 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. Our acquisition strategy is designed to: ● expand our regulatory footprint (for example, electronic money institutions and additional securities dealer licenses); ● add complementary capabilities (such as market making, digital wallets, or prop trading communities) that can be integrated into our technology and payments stack; ● grow our revenue base and user count; and ● capture potential “valuation arbitrage” between private acquisition multiples and public trading multiples for comparable businesses. We 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. 7. Build a Diversified, Global, Multi-Revenue-Stream Platform Finally, 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. Between 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. We believe that, if executed successfully, this strategy will allow us to: ● provide differentiated solutions to existing and aspiring brokerages; ● deepen relationships with entrepreneurs and institutional partners; ● improve outcomes for traders and wealth clients; and ● enhance long-term shareholder value. However, 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. See “Risk Factors—Risks Related to Our Business and Industry” and “Risks Related to Our Growth Strategy.” 11 Governmental Regulation We 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. Australia – Wealth Management (AD Advisory Services Pty Ltd) Our 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; monitor its representatives; and meet disclosure and reporting obligations. Where 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 controls. Malta – Investment Services and CFDs (Alchemy Markets Ltd) Alchemy 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. AML 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. United Kingdom – Investment Services and CFDs (Alchemy Prime Limited) Alchemy 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. The 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. Seychelles – Securities Dealing (Alchemy International Ltd) Alchemy 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. AIL 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 products. AIL is also subject to Seychelles’ anti-money laundering and counter-terrorist financing framework. Mauritius – Payment Intermediary Services (Xoala Asia) Our 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. As 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. Cross-Border Activities, Group-Wide Compliance and U.S. Securities Law Because 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. As a U.S. 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. 12 Recent Developments Recent Corporate Actions An 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: On September 4, 2025, our Board unanimously approved corporate actions to: 1. 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”). 2. 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. In connection with the above corporate actions, on September 4, 2025, we obtained the written consent of a majority of the Company’s voting power. Amendment to Series B Convertible Preferred Stock Conversion Terms In 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. The 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. The 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. Acquisition of Alchemy International Ltd. (“AIL”) On 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, by the FSA. 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. Available 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 On 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: ● facilitate payment transactions between payers and recipients, including initiation, processing, and settlement; ● provide secure payment-gateway services for online and mobile card transactions; ● acquire merchants and enable acceptance and processing across retail, e-commerce, and other channels; ● facilitate cross-border payments and remittances for businesses and individuals; and ● process credit and debit card payments, managing the full transaction lifecycle from authorization through settlement. Management is establishing the compliance, technology, and operational infrastructure required by the FSC. Key requirements include anti-money laundering and counter-terrorist financing (AML/CFT) controls, safeguarding of client funds where applicable, operational resilience, data protection, and regulatory reporting. The commencement of commercial operations depends on the successful onboarding of merchants and partners and the Company’s continued compliance with FSC requirements. 13 Board of Directors Mitchell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the company’s executive directors and officers. Gope S. 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 Conflict The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. 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. As of the date of this report, there has been no disruption in our operations. U.S.-Iran Military Conflict On 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. The 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. The 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. As 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. 14 ITEM 1A. RISK FACTORS Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item.