What changed in this filing

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Item 4. Controls and Procedures

2026-08-17 compared with 2026-05-15 · 83 added, 21 removed, 31 unchanged (77% of the section changed)

5 unchanged sentences

Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, as further

described below in connection with the restatement of our previously issued financial statements.

light of the material weaknesses described below, management performed additional procedures to ensure that the unaudited condensed consolidated

financial statements included in this Report have been prepared in accordance with U.S.

generally accepted accounting principles.

management has concluded that, notwithstanding the material weaknesses identified, the unaudited condensed consolidated financial statements

included in this Report present fairly, in all material respects, the Company’s financial position, results of operations, and

cash flows for the periods presented.

Weaknesses in Internal Control over Financial Reporting

connection with the preparation of this Report and the restatement described in Note 2 (Summary of Significant Accounting Policies

— Restatement of Previously Issued Financial Statements) to the unaudited condensed consolidated financial statements, the

Company identified the following material weaknesses in its internal control over financial reporting:

(i) Consolidation and

Intercompany Elimination — the Company did not have effective controls to ensure that intercompany cash positions and

one-sided intercompany residual balances were identified and eliminated or appropriately classified in consolidation, resulting in

the overstatement of cash and cash equivalents and the misclassification of related party receivable and related party advance

(ii) Noncontrolling Interest Attribution — the Company did not have effective controls to ensure that net income

(loss) attributable to the noncontrolling interest was attributed and presented on the face of the consolidated statements of

operations in accordance with ASC 810-10;

(iii) Account Classification and Footing Review — the Company did not have effective

controls to ensure that the components of other income (expense) were presented with the correct sign and footed to the reported

and (iv) Lease Accounting Updates — the Company did not have effective controls to ensure that modifications to the

parent company operating lease were timely reflected in rent expense, the right-of-use asset, and the related operating lease

liabilities in accordance with ASC 842.

under the oversight of the Board of Directors, has begun implementing the following remediation measures:

(a) implementation of a standardized

intercompany reconciliation and elimination checklist, including specific procedures to identify one-sided intercompany balances, performed

as part of each quarterly close;

(b) use of standardized templates and review procedures for the attribution of net income (loss) and

other comprehensive income (loss) to the noncontrolling interest;

procedures over the statement of operations and supporting schedules;

and (d) a quarterly review of lease agreements and lease modifications

to ensure timely recognition under ASC 842.

These measures supplement the remediation actions previously described in the Company’s

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025.

Management believes the steps outlined above, when fully implemented

and operating effectively, will remediate the material weaknesses described herein;

however, the material weaknesses cannot be considered

remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that the

controls are designed and operating effectively.

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

5 unchanged sentences

Report on Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)

under the Securities Exchange Act, as amended.

Management, with the participation of the Chief Executive Officer, evaluated the effectiveness

of the Company’s internal control over financial reporting as of March 31, 2026.

In making this assessment, management utilized

the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Framework for Internal

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial

reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with Generally Accepted

Accounting Principles (GAAP).

Our internal control over financial reporting includes those policies and procedures that:

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule

13a-15(f) under the Securities Exchange Act, as amended.

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer,

evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026.

In making this

assessment, management utilized the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in its 2013 Framework for Internal Control.

Our internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with Generally Accepted Accounting Principles (GAAP).

Our internal control over financial

reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

10 unchanged sentences

may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026.

our assessments, management determined that we did not maintain effective internal control over financial reporting as of March 31, 2026,

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026.

our assessments, management determined that we did not maintain effective internal control over financial reporting as of June 30, 2026,

due to the material weakness in our internal controls, including inadequate segregation of duties within account processes due to limited

3 unchanged sentences

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying

third-party professionals with whom to consult regarding complex accounting applications, and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in

the internal controls and financial reporting process.

Report does not include an attestation report from our independent registered public accounting firm, as we are an emerging growth company

under the JOBS Act.

third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite

experience and training to supplement existing accounting professionals, and implementing additional layers of reviews in the internal

controls and financial reporting process.

Report does not include an attestation report from our independent registered public accounting firm on the effectiveness of our internal

control over financial reporting, as the Company is a non-accelerated filer and is therefore not subject to the auditor attestation requirement

of Section 404(b) of the Sarbanes-Oxley Act of 2002.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended March 31, 2026, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the three and six months ended June 30, 2026, in connection with

the remediation efforts described above, the Company implemented changes in its internal control over financial reporting that have materially

affected, or are reasonably likely to materially affect, its internal control over financial reporting.

These changes were directed principally

at the Company’s operating subsidiaries and consisted of:

(i) the designation of finance personnel at each of Alchemy Markets Ltd.

(“AML”), Alchemy Prime Limited (“APL”) and Alchemy International Ltd.

(“AIL”) with defined responsibility

for the completeness and accuracy of the reporting package submitted to the parent for consolidation;

(ii) implementation of a standardized

monthly intercompany reconciliation and confirmation process under which each subsidiary agrees its intercompany and related party balances

to the corresponding counterparty balance and identifies one-sided or unmatched items for resolution before the consolidation is prepared;

(iii) introduction of a standardized subsidiary reporting template incorporating footing, cross-referencing and sign-convention checks

over the statement of operations and supporting schedules;

(iv) establishment of a preparer-and-reviewer approval hierarchy requiring

sign-off at the subsidiary level and a second-level review at the parent level prior to submission for consolidation;

and (v) enhanced

segregation of duties over the recording and approval of intercompany transfers, related party advances and client money movements at

the regulated subsidiaries.

Management believes these changes strengthen the checks and balances applied at the subsidiary level;

as described above, the material weaknesses will not be considered remediated until the applicable controls have operated for a sufficient

period and management has concluded, through testing, that they are designed and operating effectively.

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 4. Controls and Procedures