What changed in this filing

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Item 9A. Controls and Procedures

2026-07-01 compared with 2026-06-23 · 119 added, 119 removed, 3881 unchanged (6% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

2303 unchanged sentences

cash — client funds (segregated)

Related party receivable

Tax receivable

( 2,612,695 )

of use asset (ROU)

1 unchanged sentence

lease liability, non-current

liabilities and stockholders’ equity (deficit)

Additional paid-in capital

Accumulated other comprehensive income (loss)

Total FDCTech, Inc.

stockholders’ equity (deficit)

Total stockholders’ equity

liabilities and stockholders’ equity

In connection with the preparation of Amendment

4 to its Annual Report on Form 10-K/A for the year ended December 31, 2025, the Company identified certain classification and measurement

matters affecting the consolidated balance sheet as of December 31, 2025, previously presented in Amendment No.

The accompanying consolidated

balance sheet has been restated to correct these matters.

The effect of each adjustment is described below and summarized in the reconciliation

that follows.

(a) Separate presentation of restricted cash.

The Company reclassified $ 5,813,888 of restricted cash (client funds, segregated) out of Cash and cash equivalents into a separately presented

Restricted cash caption.

As a result, Cash and cash equivalents decreased from $ 17,669,749 to $ 11,855,861 and Restricted cash increased

to $ 5,813,888 .

This adjustment had no effect on total current assets, total assets, total liabilities or total stockholders’ equity.

(b) Reclassification of related party balances.

The Company reclassified $ 2,612,695 previously reported within Tax receivable to Related party receivable to appropriately reflect the

nature of the counterparty.

This adjustment had no effect on total assets, total liabilities or total stockholders’ equity.

The Company re-measured its operating lease right-of-use asset, increasing the asset by $ 280,690 , and decreased accumulated deficit

by $ 280,692 , increasing total stockholders’ equity by $ 280,691 .

(d) Classification of operating lease liability.

The Company reclassified its operating lease liability between current and non-current, decreasing Operating lease liability, current

by $ 335,544 and increasing Operating lease liability, non-current by $ 335,543 , with no significant effect on total liabilities.

(e) Reclassification within stockholders’ equity.

The Company reclassified

$ 17,226 between Additional paid-in capital and Accumulated other comprehensive income (loss);

Additional paid-in capital increased by

$ 17,226 and Accumulated other comprehensive income (loss) decreased by $ 17,227 , with no net effect on total stockholders’ equity.

As Originally Reported

9 unchanged sentences

and stockholders’ equity

The label “Customer

funds” was renamed to “Client funds payable” in Amendment No.

no dollar change.

In connection with the restatement of its consolidated

financial statements, the Company restated its previously issued consolidated balance sheet as of December 31, 2024, as originally reported

and as previously presented in Amendment No.

The accompanying consolidated balance sheet as of December 31, 2024, has been restated

to correct the classification and measurement matters described below, which are summarized in the reconciliation that follows.

(a) Separate presentation of restricted cash.

The Company reclassified $ 11,526,789 of restricted cash (client funds, segregated) out of Cash and cash equivalents into a separately

presented Restricted cash caption.

As a result, Cash and cash equivalents decreased from $ 25,376,957 to $ 13,850,168 , and Restricted cash

increased to $ 11,526,789 .

This adjustment had no effect on total current assets, total assets, total liabilities, or total stockholders’

(b) Re-measurement of operating lease right-of-use

The Company re-measured its operating lease right-of-use asset, increasing the asset by $ 266,326 (from $ 711,928 to $ 978,254 ), with

a corresponding decrease in accumulated deficit of $ 266,326 , increasing total stockholders’ equity by $ 266,326 .

The Company reclassified its operating lease liability between current and non-current, decreasing Operating lease liability, current

by $ 138,076 (from $ 319,656 to $ 181,580 ) and increasing Operating lease liability, non-current by $ 138,076 (from $ 392,272 to $ 530,348 ),

with no effect on total liabilities.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

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Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.

September 2022, the Company issued 30,000,000

shares of Common Stock for $ 300,000

to Alchemy Prime Limited (APL) and appointed Gope S.

as a director of the Company.

As director’s compensation, the Company issued 5,000,000

shares of Common Stock, valued at $ 60,000 .

September 2022, the Company issued 30,000,000 shares

of Common Stock for $ 300,000 to

Alchemy Prime Limited (APL) and appointed Gope S.

Kundnani as a director of the Company.

As the director’s compensation, the

Company issued 5,000,000 shares

of Common Stock, valued at $ 60,000 .

Kundnani is the director and owner of APL.

138 unchanged sentences

expenses, related party

The Company transacts with affiliated entities

under common control and with other related parties.

Related party balances as of December 31, 2025, and December 31, 2024 (restated)

are summarized in the table above and described below.

(a) Related party receivables totaled $ 40,090,051

as of December 31, 2025, compared with $ 1,682,450 as of December 31, 2024.

The December 31, 2025 balance consists principally of a $ 37,579,900

intercompany receivable from Alchemy International Limited (AIL) arising in connection with its post-acquisition consolidation, $ 3,165,290

of loan receivables and advances to FDC, a $ 2,612,695 trade receivable due from AIL, and $ 32,704 due from FXPIG, partially offset by a

$ ( 3,300,538 ) net balance presented within AML – due from related parties, net.

The December 31, 2024, balance comprised $ 1,682,450

of FDC loan receivables and advances.

(b) Related party advances (liabilities) totaled

$ 29,197,470 as of December 31, 2025, compared with $ 7,992,840 as of December 31, 2024.

The December 31, 2025, balance includes $ 25,512,642

due to Alchemy DMCC from AIL and $ 536,504 due to Alchemy DMCC from FDC, both arising from the post-acquisition consolidation, $ 720,644

due to AML US, $ 33,000 of net related party advances from FDC, and $ 4,711 under the ADS related party loan.

The December 31, 2024, balance

comprised $ 7,713,827 due to Alchemy DMCC from AIL, $ 140,682 due to AML US, $ 101,795 under the ATECH related party loan, $ 33,000 of FDC

related party advances, and $ 3,536 under the ADS related party loan.

$ 532,287 as of December 31, 2025, compared with $ 519,500 as of December 31, 2024.

These amounts consist primarily of accrued payroll due

to the Company’s officers, Mitchell M.

Eaglstein ($ 241,000 and $ 246,000 as of December 31, 2025, and 2024, respectively) and Imran Firoz

($ 286,000 and $ 273,500 as of December 31, 2025 and 2024, respectively), together with $ 5,287 of accrued expenses due to ATECH as of December

LINE OF CREDIT

15 unchanged sentences

Acquisition Loan — Seller’s Note

At December 31, 2024, the Company carried a business acquisition loan of $ 350,000

in connection with a prior acquisition.

During the fiscal year

ended December 31, 2025, the Company recorded an additional $ 2,000,000

obligation in connection with the acquisition of Alchemy International

(“AIL”), representing the cash consideration paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated

October 29, 2025.

At December 31, 2025, the total outstanding balance of the business acquisition loan was $ 2,350,000 .

The maturity of $ 2,000,000

loan obligation was extended to June

December 31, 2024, the Company carried a business acquisition loan of $ 350,000 in

connection with a prior acquisition.

During the fiscal year ended December 31, 2025, the Company recorded an additional $ 2,000,000 obligation

in connection with the acquisition of Alchemy International Ltd.

(“AIL”), representing the cash consideration paid to

SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025.

At December 31, 2025, the total outstanding

balance of the business acquisition loan was $ 2,350,000 .

The maturity of the $ 2,000,000 loan

obligation was extended to June

interest on the business acquisition loan was $ 14,000

106 unchanged sentences

United Kingdom (APL Office)

December 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at Fifth Floor, 142 Central

Street, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords.

The lease has a fixed term of

December 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at the Fifth Floor, 142

Central Street, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords.

The lease has a fixed

years , expiring in 2029, with an annual rent

(approximately $ 12,000

per month), payable in quarterly installments.

The lease includes

a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for service charges, insurance

rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and the Company has recognized

an ROU asset and corresponding lease liability on its consolidated balance sheet.

of £ 112,500 (approximately

month), payable in quarterly installments.

The lease includes a Break Clause exercisable on or after 2026, subject to four

months’ prior written notice.

APL is liable for service charges, insurance rent, and reinstatement obligations upon

This agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset and corresponding lease

liability on its consolidated balance sheet.

Cyprus (Ecastica)

42 unchanged sentences

Following completion of the acquisition, the Company discovered that the target company had anti-money laundering deficiencies

in 2019 for which it was fined by the Financial Intelligence Analysis Unit.

in 2019, for which the Financial Intelligence Analysis Unit fined it.

An external audit also revealed that prior shareholders had

2 unchanged sentences

findings, FDCTech withheld the final payment to the sellers.

claimants are seeking approximately $ 1.02

million they allege is owing under the Share Sale Agreement,

which they seek to rectify to make legally enforceable.

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.

On October 17, 2025, the Court granted

the claimants permission to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim

through Counsel, served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, with directions given toward

a trial scheduled during November 2026.

claimants are seeking approximately $ 1.02 million,

which they allege is owing under the Share Sale Agreement, which they seek to rectify to make it legally enforceable.

has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable and seeks repayment of $ 915,000 paid

to the sellers.

On October 17, 2025, the Court granted the claimants permission to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, served May 9, 2025.

A Costs and Case Management

Conference took place on November 17, 2025, with directions given toward a trial scheduled during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

41 unchanged sentences

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

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

There are no additional

materials pending legal or governmental proceedings other than ordinary routine litigation incidental to the business.

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

additional materials are pending legal or governmental proceedings other than ordinary routine litigation incidental to the

Compliance Matters

709 unchanged sentences

The following events occurring after December 31, 2025, are disclosed

in accordance with ASC 855, Subsequent Events.

to Series B Convertible Preferred Stock Conversion Terms

January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock

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

The Series B Amendment did not change the

number of authorized or issued shares of Series B Convertible Preferred Stock, nor any other rights, preferences, or privileges thereof,

except with respect to its conversion rights.

amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder and without payment of additional

consideration, into 100 shares of Common Stock at any time (the “Base Conversion Rate”).

However, in the event the Company

completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market

or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such qualifying public offering

will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each one share of Series B Convertible

Preferred Stock.

The Company anticipates that the conversion ratio applied in connection with a qualifying offering would be 10 shares

of Common Stock for each one share of Series B Convertible Preferred Stock.

The Series B Amendment was approved by the Board of Directors

by unanimous written consent and by the written consent of the holders of at least 51% of the Series B voting power, as required under

Delaware General Corporation Law.

Uplisting to a National Securities Exchange

connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company has engaged Lucosky

Brookman LLP as legal counsel and E.F.

LLC as financial advisor to assist with capital markets strategy, financing opportunities,

and the uplisting process.

The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission.

As of the date these financial statements were available to be issued, the registration statement had not yet been filed.

is a Type I recognized subsequent event to the extent it relates to the Series B conversion terms described above, and is otherwise disclosed

for informational purposes.

to Legal Proceedings

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

On February 2, 2026, a hearing was

held before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined the

Company’s witnesses.

Following the cross-examination, the matter has been adjourned for final legal submissions.

No judgment has

been issued as of the date these financial statements were available to be issued.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January 28,

The case remains pending as of the date these financial statements were available to be issued.

respect to all other legal proceedings described in Note 10 — Commitments and Contingencies, there have been no material developments

between December 31, 2025, and the date these financial statements were available to be issued.

U.S.–Israel–Iran

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 against targets in the region and sought to restrict

commercial shipping traffic through the Strait of Hormuz.

As of the date these financial statements were available to be issued, the

conflict remained ongoing, and its ultimate scope, duration, and resolution were uncertain.

Company maintains a sales office in Tel Aviv, Israel.

As of the date of this filing, that office has not experienced any material disruption

to its operations as a direct result of the conflict, and the safety of Company personnel located there has not been compromised.

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

event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at

December 31, 2025, and therefore does not result in any adjustment to the amounts recognized in the consolidated financial statements.

Series B Convertible Preferred Stock

On March 24, 2026, the Company filed a

ratification of Certificate of Designation with the Secretary of State of the State

of Delaware, designating 3,000,000

shares of its authorized preferred stock, par value $ 0.0001

per share, as “Series B Convertible Preferred Stock.” Each

share of Series B Preferred Stock carries one vote per share, voting together with the Common Stock as a single class , and is convertible

at the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio

(ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $10,000,000 or more with an

uplisting to NASDAQ or NYSE.

The Series B Preferred Stock has no

stated dividend or liquidation preference.

As of the date of issuance of these consolidated financial statements, 2,371,844

shares of Series B Preferred Stock have been issued and are outstanding.

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 9A. Controls and Procedures