FDCTECH, INC. 10-Q

Item 1. Financial Statements. FDCTECH, INC. Index to Consolidated Financial Statements Pages Consolidated Balance Sheets as of June 30, 2026 (Unaudited), and December 31, 2025 (Audited; Restated) F-2 Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited; Restated) F-3 Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited; Restated) F-4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited; Restated) F-6 Notes to the Consolidated Financial Statements F-7 F- 1 FDCTECH, INC. CONSOLIDATED BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) (Audited; Restated) Assets Current assets: Cash and cash equivalents $ 18,184,787 $ 11,855,861 Restricted cash (client funds, segregated) 7,699,708 5,813,888 Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 22,382 , respectively 177,775 188,415 Prepaid – current 326,047 353,089 Related party receivable 21,783,493 40,090,051 Total Current assets 48,171,810 58,301,304 Fixed assets, net 180,424 199,058 Other Non-Current Assets Prepaid – non-current 215,178 244,008 Capitalized software, net 1,879,461 1,480,246 Investment through subsidiary 35,745 36,062 Accrued income 2,297,095 279,889 Acquired intangible assets 1,280,522 1,326,062 Tax receivable 85,119 190,346 Other trade and tax receivable 88,986 - Fair value of trading positions for the firm, profit 89,116 1,183,873 Right of use (lease) 766,338 811,038 Total assets $ 55,089,794 $ 64,051,886 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 357,840 $ 166,212 Line of credit 297,862 111,352 Accrued expenses, related party 1,152,784 532,287 Business acquisition loan 2,350,000 2,350,000 Related party advances 1,931,797 29,197,470 Client funds payable 7,699,708 5,813,888 Operating lease liability, current 143,802 165,692 Other current liabilities 831,415 2,132,993 Financial liability at fair value through profit and loss 172,968 - Income tax payable 170,382 - Total Current liabilities 15,108,558 40,469,894 Deferred tax liabilities 191,469 377,975 SBA loan – non-current 101,426 105,678 Operating lease liability – non-current 338,253 364,655 Accrued interest – non-current 39,609 42,396 Total liabilities 15,779,315 41,360,598 Commitments and Contingencies (Note 8) - - Stockholders’ Equity: Series A Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 4,500,000 issued and outstanding, as of June 30, 2026 and December 31, 2025 450 450 Series B Preferred stock, par value $ 0.0001 , 3,000,000 shares authorized, 2,371,844 and 2,371,844 issued and outstanding, as of June 30, 2026 and December 31, 2025 237 237 Preferred stock, value 237 237 Common stock, par value $ 0.0001 , 750,000,000 and 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 4,230,868 and 4,230,868 shares issued and outstanding, as of June 30, 2026 and December 31, 2025 423 423 Additional paid-in capital, Common Series A, Series B 29,254,158 26,959,111 Subscription receivable ( 8,000,000 ) ( 8,000,000 ) Accumulated other comprehensive income 78,321 296,257 Accumulated surplus (deficit) 17,979,684 3,401,487 Total FDCTech, Inc. stockholders’ equity 39,313,273 22,657,965 Noncontrolling interest ( 2,794 ) 33,323 Total Stockholders’ Equity 39,310,479 22,691,288 Total liabilities and stockholders’ equity $ 55,089,794 $ 64,051,886 See accompanying notes to the financial statements. F- 2 FDCTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 (Unaudited) (Restated, Unaudited) (Unaudited) (Restated, Unaudited) Revenues Technology & software $ 1,393,442 $ 1,178,215 $ 3,032,664 $ 1,991,962 Wealth management 1,814,104 1,653,670 3,379,956 3,188,522 Brokerage (Trading) 14,264,990 2,587,906 26,274,408 6,216,255 Total revenue 17,472,536 5,419,791 32,687,028 11,396,739 Cost of sales Technology & software 115,610 - 115,610 - Wealth management 1,654,803 1,483,771 3,090,053 2,833,598 Brokerage (Trading) 3,827,894 1,630,322 5,975,982 3,397,884 Total cost of sales 5,598,307 3,114,093 9,181,645 6,231,482 Gross Profit 11,874,229 2,305,698 23,505,383 5,165,257 Operating expenses: General and administrative 4,230,569 2,135,030 8,551,882 4,271,708 Sales and marketing 214,085 293,937 618,387 570,141 Depreciation 45,695 43,276 92,338 82,108 Total operating expenses 4,490,349 2,472,243 9,262,607 4,923,957 Operating income (loss) 7,383,880 ( 166,545 ) 14,242,776 241,300 Other income (expense): Other interest income (expense) 72,848 10,986 205,296 15,469 Other income (expense) 219,277 ( 269,897 ) 101,440 ( 368,103 ) Total other income (expense) 292,125 ( 258,911 ) 306,736 ( 352,634 ) Income (loss) before provision for income taxes 7,676,005 ( 425,456 ) 14,549,512 ( 111,334 ) Provision (benefit) for income taxes - - - - Net income (loss) 7,676,005 ( 425,456 ) 14,549,512 ( 111,334 ) Less: Net income (loss) attributable to noncontrolling interest ( 34,926 ) 12,467 ( 28,685 ) 33,777 Net income attributable to FDCTech’s shareholders 7,710,931 ( 437,923 ) 14,578,197 ( 145,111 ) Net income (loss) per common share, basic 1.82 ( 0.10 ) 3.45 ( 0.03 ) Net income (loss) per common share, diluted 0.03 ( 0.10 ) 0.06 ( 0.03 ) Weighted average number of common shares outstanding, basic 4,230,868 4,230,868 4,230,868 4,230,868 Weighted average number of common shares outstanding, diluted 241,415,268 4,230,868 241,415,268 4,230,868 Other comprehensive income (loss): Change in foreign currency translation ( 108,751 ) 144,028 ( 217,936 ) 337,435 Total other comprehensive income (loss) ( 108,751 ) 144,028 ( 217,936 ) 337,435 Total comprehensive income (loss) 7,567,254 ( 281,428 ) 14,331,576 226,101 Comprehensive income (loss) attributable to noncontrolling interests ( 43,385 ) 27,409 ( 36,117 ) 24,788 Comprehensive income (loss) attributable to FDCTech stockholders 7,610,639 ( 308,837 ) 14,367,693 201,313 See accompanying notes to the financial statements F- 3 FDCTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Shares Amount Shares Amount Capital (loss) Receivable Interest Deficit (Deficit) Preferred stock Common stock Additional Paid-in Accumulated other comprehensive income Subscription Noncontrolling Accumulated Surplus Total Stockholders’ Shares Amount Shares Amount Capital (loss) Receivable Interest (Deficit) Equity Three months ended June 30, 2025 (Restated) Balance, March 31, 2025 (Restated) 6,871,844 $ 687 4,230,868 $ 423 $ 17,648,393 $ 120,626 $ ( 8,000,000 ) $ 14,199 $ ( 2,103,290 ) $ 7,681,038 Three months ended June 30, 2025 (Restated) Change in APIC due to common control - - - - 853,095 - - - - 853,095 FX gain (loss) - - - - - 144,028 - - 144,028 Net (income) loss attributable to noncontrolling interest - - - - - - - 12,467 - 12,467 Foreign currency translation — noncontrolling interest - - - - - - - 14,942 - 14,942 Net income (loss) attributable to FDCTech shareholders - - - - - - - ( 437,923 ) ( 437,923 ) Balance, June 30, 2025 (Restated) 6,871,844 $ 687 4,230,868 $ 423 $ 18,501,488 $ 264,654 $ ( 8,000,000 ) $ 41,608 $ ( 2,541,213 ) $ 8,267,647 Three months ended June 30, 2026 Balance, March 31, 2026 (Restated) 6,871,844 $ 687 4,230,868 $ 423 $ 31,389,761 $ 186,045 $ ( 8,000,000 ) $ 40,591 $ 10,268,751 $ 33,886,258 Three months ended June 30, 2026 Change in APIC due to common control - - - - ( 2,279,584 ) - - - - ( 2,279,584 ) Capital contribution from shareholder - - - - 250,000 - - - - 250,000 Deemed distribution to shareholder - - - - ( 106,019 ) - - - - ( 106,019 ) FX gain (loss) - - - - - ( 107,724 ) - - ( 107,724 ) Net (income) loss attributable to noncontrolling interest - - - - - - - ( 34,926 ) - ( 34,926 ) Foreign currency translation — noncontrolling interest - - - - - - - ( 8,459 ) - ( 8,459 ) Rounding - - - - - - - - 2 2 Net income (loss) attributable to FDCTech shareholders - - - - - - - - 7,710,931 7,710,931 Balance, June 30, 2026 6,871,844 $ 687 4,230,868 $ 423 $ 29,254,158 $ 78,321 $ ( 8,000,000 ) $ ( 2,794 ) $ 17,979,684 $ 39,310,479 F- 4 FDCTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Preferred stock Common stock Additional Paid-in Accumulated other comprehensive income Subscription Noncontrolling Accumulated Surplus Total Stockholders’ Shares Amount Shares Amount Capital (loss) Receivable Interest (Deficit) Equity Six months ended June 30, 2025 (Restated) Balance, December 31, 2024 (Restated) 6,861,844 $ 686 3,910,868 $ 391 $ 16,922,337 $ ( 72,781 ) $ ( 8,000,000 ) $ 16,820 $ ( 2,396,102 ) $ 6,471,351 Six months ended June 30, 2025 Common stock issued for services - - 320,000 32 35,168 - - - 35,200 Series B issuances at $ 1.41 per share 10,000 1 - - 14,099 - - - 14,100 Change in APIC due to common control - - - - 1,529,884 - - - - 1,529,884 FX gain (loss) - - - - - 337,435 - - 337,435 Net income (loss) attributable to noncontrolling interest - - - - - - - 33,777 - 33,777 Foreign currency translation — noncontrolling interest - - - - - - - ( 8,989 ) - ( 8,989 ) Net income (loss) attributable to FDCTech shareholders - - - - - - - - ( 145,111 ) ( 145,111 ) Balance, June 30, 2025 (Restated) 6,871,844 $ 687 4,230,868 $ 423 $ 18,501,488 $ 264,654 $ ( 8,000,000 ) $ 41,608 $ ( 2,541,213 ) $ 8,267,647 Six months ended June 30, 2026 Balance, December 31, 2025 (Restated) 6,871,844 $ 687 4,230,868 $ 423 $ 26,959,111 $ 296,257 $ ( 8,000,000 ) $ 33,323 $ 3,401,487 $ 22,691,288 Six months ended June 30, 2026 Change in APIC due to common control - - - - 2,151,066 - - - - 2,151,066 Capital contribution from shareholder - - - - 250,000 - - - - 250,000 Deemed distribution to shareholder - - - - ( 106,019 ) - - - - ( 106,019 ) FX gain (loss) - - - - - ( 217,936 ) - - ( 217,936 ) Net (income) loss attributable to noncontrolling interest - - - - - - - ( 28,685 ) - ( 28,685 ) Foreign currency translation — noncontrolling interest - - - - - - - ( 7,432 ) - ( 7,432 ) Net income (loss) attributable to FDCTech shareholders - - - - - - - - 14,578,197 14,578,197 Balance, June 30, 2026 6,871,844 $ 687 4,230,868 $ 423 $ 29,254,158 $ 78,321 $ ( 8,000,000 ) $ ( 2,794 ) $ 17,979,684 $ 39,310,479 See accompanying notes to the financial statements F- 5 FDCTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) June 30, 2026 (Unaudited) June 30, 2025 (Unaudited; Restated) Six Months Ended June 30, 2026 June 30, 2025 (Unaudited) (Unaudited; Restated) Net income (loss) $ 14,549,512 $ ( 111,334 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 92,338 82,108 Common stock issued for services - 35,200 Series B Preferred issued for services - 14,100 Accounts receivable allowance 22,382 22,382 Acquired intangible assets 45,540 ( 9,357 ) Change in assets and liabilities: Accounts receivable, net of allowance for doubtful accounts ( 11,742 ) ( 88,202 ) Prepaid – current and non-current 55,872 ( 364,395 ) Related party receivable ( 36,532,537 ) ( 5,172,027 ) Accounts payable 191,628 291,278 Other current liabilities ( 1,301,578 ) ( 4,272,323 ) Accrued interest – non-current ( 2,787 ) 39,612 Client funds payable 1,885,820 5,219,961 Fair value of trading positions, net of financial liability at fair value 1,267,725 ( 59,718 ) Operating lease liabilities, current and non-current ( 48,292 ) ( 88,531 ) Deferred tax liabilities ( 186,506 ) 46,294 Trade and Tax receivable and income tax payable 275,609 ( 23,314 ) Trade receivables ( 88,986 ) - Accrued income ( 2,017,206 ) 1,529,901 Right of use (lease) 44,700 81,348 Accrued expenses, related party 620,497 7,500 Net cash provided by (used in) operating activities $ ( 21,138,011 ) $ ( 2,819,517 ) Investing Activities: Capitalized software, net ( 464,777 ) ( 127,987 ) Purchases of fixed assets ( 8,142 ) ( 74,721 ) Investment in private entities 317 - Net cash provided by (used in) investing activities $ ( 472,602 ) $ ( 202,708 ) Financing Activities: Borrowing from (payments to) line of credit 186,510 66,494 Net proceeds from cares act - paycheck protection program - ( 4,771 ) Net proceeds from SBA loan ( 4,252 ) ( 4,253 ) Related party advances 32,831,092 ( 5,207,274 ) Changes in paid-in capital, common control 2,295,047 1,529,884 Net cash provided by (used in) financing activities $ 35,308,397 $ ( 3,619,920 ) Effect of exchange rates on cash ( 217,936 ) 337,435 Change in noncontrolling interest share of subsidiary net assets ( 7,432 ) ( 8,989 ) Non-cash assignment of liquidity-provider balance included within cash and cash equivalents ( 5,257,670 ) - Net increase (decrease) in cash 8,214,746 ( 6,313,699 ) Cash and cash equivalents, and restricted cash at beginning of the period 17,669,749 25,376,957 Cash and cash equivalents, and restricted cash at end of the period $ 25,884,495 $ 19,063,258 Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - Non - cash investing and financing activities: Common-control combination — Alchemy Markets (Cayman) Ltd.: Consideration paid directly by principal shareholder on behalf of the Company $ 250,000 $ - Less: carryover book value of net assets acquired ( 143,981 ) - Deemed distribution to principal shareholder 106,019 - Common-control adjustment to additional paid-in capital 2,151,066 1,529,884 Excess consideration allocated to acquired intangible assets on consolidation of ADS 1,280,522 - Supplemental non-cash disclosures: Cash and cash equivalents acquired in the common-control combination 99,198 - Noncontrolling interest movements recognized directly in equity ( 36,117 ) ( 8,989 ) See accompanying notes to the financial statements F- 6 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Organization and General FDCTech, Inc. (“FDCTech,” “the Company,” “we,” “us,” or “our”) is a financial technology company incorporated in the State of Delaware, United States of America, 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 foreign exchange, equities, commodities, and digital assets. The Company is publicly traded on the OTC markets under the ticker symbol OTC: FDCT and is a fully reporting public company subject to the reporting obligations of the Securities Exchange Act of 1934, as amended. The Company was founded in January 2016 as a back-office technology solution provider to the OTC brokerage and financial services industries and has transformed into a comprehensive, end-to-end trading platform offering foreign exchange (“FX”), contracts for difference (“CFDs”), equities, bonds, and wealth management services. The Company follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms, and through its acquisitions has expanded its global footprint in wealth management, brokerage, and financial advisory services. These acquisitions and formations include AD Advisory Services Pty Ltd. (2021), Alchemy Markets Ltd. (2022–2023), Alchemy Prime Limited (2023), Alchemytech Ltd., now T.I.C.G. Integrated Solutions Ltd. (2024), Alchemy International Ltd. (2025), Xoala Asia (2025), and Alchemy Markets (Cayman) Ltd. (2026), collectively expanding the Company’s operational footprint across Australia, Malta, the United Kingdom, Cyprus, Seychelles, Mauritius, and the Cayman Islands. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries (collectively, the “Company”) for the three and six months ended June 30, 2026. All intercompany balances and transactions have been eliminated in consolidation. Corporate Structure and Subsidiaries FDCTech, Inc. serves as the parent holding company. The following table presents the Company’s consolidated subsidiaries as of June 30, 2026: SCHEDULE OF CONSOLIDATED SUBSIDIARIES Subsidiary Ownership Jurisdiction Primary Business Markets Served Technology AD Advisory Services Ltd. (ADS) 51.00 % Australia Wealth Management Australia Third-party software Alchemy Markets Ltd. (AML) 100.00 % Malta FX, CFDs, Stocks, Bonds Europe (excl. UK) Condor Trading & Third-party Alchemy Prime Ltd. (APL) 100.00 % United Kingdom FX, CFDs United Kingdom Condor Trading & Third-party T.I.C.G. Integrated Solutions 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 Alchemy Markets (Cayman) Ltd. (AML Cayman) 100.00 % Cayman Islands Securities Investment Business (Broker/Dealer) International Condor Trading & Third-party Xoala AP Cyprus Ltd. (XOA, Cyprus) 100.00 % Cyprus Intra-group Treasury and Payment Processing Europe Third-party The Company consolidates all subsidiaries in which it holds a controlling financial interest. AD Advisory Services Ltd. (ADS) is consolidated as a majority-owned subsidiary ( 51.00 % ownership), with the remaining 49.00 % recognized as a noncontrolling interest in the consolidated balance sheet and statements of operations. Alchemy International Ltd. (AIL) is consolidated at 99.90 % ownership, with the remaining 0.10 % recognized as a noncontrolling interest. All other subsidiaries are wholly owned (100%) and fully consolidated. Xoala AP Cyprus Ltd. is held 100% through Xoala Asia. F- 7 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Nature of Operations The Company operates through four complementary business segments, as follows: (a) Margin Brokerage Through Alchemy Markets Ltd. (Malta, regulated by the Malta Financial Services Authority (“MFSA”), Alchemy Prime Limited (United Kingdom, regulated by the Financial Conduct Authority (“FCA”)), and Alchemy International Ltd. (Seychelles, regulated by the Financial Services Authority (“FSA”)), the Company provides multi-asset online trading services—including foreign exchange (“FX”), contracts for difference (“CFDs”), equities, commodities, and digital assets—to retail and institutional clients globally. (b) Wealth Management Through AD Advisory Services Pty Ltd. (Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the Company operates a wealth management business with 26 financial advisors collectively managing and advising on approximately $ 770 million in funds under advice as of June 30, 2026. This segment provides licensing solutions and financial planning services to independent financial advisors operating under the Company’s Australian Financial Services license. (c) Technology and Software Development Through FDCTech, Inc. and T.I.C.G. Integrated Solutions Ltd. (Cyprus), a technology, sales, and marketing service provider supporting the Company’s subsidiaries and affiliated companies, the Company develops, licenses, and supports its proprietary Condor Trading Technology suite, which includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system. This technology supports multi-asset trading, risk management, and pricing across FX, equities, commodities, and digital assets and is utilized both internally across the Company’s brokerage subsidiaries and licensed to third-party brokerage firms. (d) Payment Intermediary Services Through Xoala Asia (Mauritius, licensed by the Financial Services Commission (“FSC”)), the Company is developing a payment gateway, merchant acquiring, and cross-border payment capabilities to complement its brokerage and wealth management operations. As of June 30, 2026, this segment remains in the development stages and has not yet generated material revenue. Regulatory Environment The Company’s brokerage and wealth management subsidiaries operate under licenses and regulatory oversight from multiple international financial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), FSC (Mauritius), and, following the acquisition of AML Cayman in June 2026 described below, CIMA (Cayman Islands). The Company’s Cyprus subsidiaries, T.I.C.G. Integrated Solutions Ltd. and Xoala AP Cyprus Ltd., provide intra-group technology, treasury, and payment-processing services; XOA, Cyprus operates under the intra-group exemption in Section 3(3)(n) of the Cyprus Payment Services Law and does not hold a Central Bank of Cyprus payment institution or electronic money institution license. The Company is required to maintain minimum regulatory capital levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering obligations in each of its operating jurisdictions. Regulatory compliance and capital adequacy are monitored by management on an ongoing basis. Going Concern Consideration These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Management has evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern . The Company’s assessment of going concern, including any identified conditions or events that may raise substantial doubt, and management’s plans to mitigate such conditions, are further described in Note 3. Fiscal Year The Company’s fiscal year ends on December 31. The consolidated financial statements presented herein are as of and for the three and six months ended June 30, 2026. Reverse Stock Split On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware effecting the reverse stock split, with any resulting fractional share rounded up to the nearest whole share for each holder of record. The Financial Industry Regulatory Authority announced the reverse stock split on its Daily List on July 9, 2026, and the reverse stock split became effective, and the Company’s Common Stock began trading on a post-split basis, at the open of business on July 10, 2026. The number of authorized shares of Common Stock was not affected by the reverse stock split. In accordance with ASC 260-10-55-12 and SEC Staff Accounting Bulletin Topic 4C, because the reverse stock split became effective after June 30, 2026 but before these consolidated financial statements were issued, all share and per-share amounts in these consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. The retroactive adjustment reduced the number of shares of Common Stock issued and outstanding at June 30, 2026 and December 31, 2025 from 423,084,729 to 4,230,868 , after rounding fractional shares up to the nearest whole share for each holder of record, reduced the par value of Common Stock from $ 42,308 to $ 423 with the difference of $ 41,885 reclassified to additional paid-in capital, and correspondingly adjusted weighted average shares outstanding and earnings per share for each period presented. The reverse stock split had no effect on total stockholders’ equity, total assets, total liabilities, net income (loss), or cash flows for any period presented. Board of Directors 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 not an independent director because he beneficially owns more than 10% of the Company’s outstanding stock. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. Mitchell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. On June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. F- 8 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Recent Acquisitions and Developments Acquisition of Alchemy International Ltd. On November 11, 2025, the Company 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. Establishment of Xoala Asia On November 6, 2025, Xoala Asia was granted a Payment Intermediary Services license by the Financial Services Commission of Mauritius (license no. GB25204956). Management is in the process of implementing the compliance, technology, and operating framework required by the FSC (including AML/CFT, safeguarding of client funds where applicable, operational resilience, data protection, and reporting). There has been no activity in Xoala Asia for the three and six months ended June 30, 2026. Establishment of Prime Intermarket Group Eurasia Effective January 1, 2026, we commenced start-up work under Prime Intermarket Group Eurasia (FXPIG), a Mauritius-based private limited company under Section 24 of the Companies Act. The company was originally established in May 2025, with no operations. Name Change of Alchemytech Ltd. In June 2026, Alchemytech Ltd. changed its name to T.I.C.G. Integrated Solutions Ltd. (“ATECH”). The name change did not affect the Company’s ownership of, or the nature of the services provided by, that subsidiary. Xoala AP Cyprus Ltd. Xoala Asia holds 100 % of Xoala AP Cyprus Ltd. (“XOA, Cyprus”), a Cyprus-incorporated subsidiary that provides intra-group treasury and payment-processing services. Under the intra-group exemption in Section 3(3)(n) of the Cyprus Payment Services Law, no Central Bank of Cyprus payment institution or electronic money institution license is required for XOA, Cyprus. Acquisition of Alchemy Markets (Cayman) Ltd. On May 1, 2026, the Company entered into a Share Purchase Agreement with Mr. Raymond Yip, who held the shares subject to the direction of Mr. Gope S. Kundnani, a Director and majority shareholder of the Company, to acquire all 100 issued and outstanding shares of Alchemy Markets (Cayman) Ltd. (“AML Cayman”), a Cayman Islands company incorporated on November 7, 2017 and licensed and regulated by the Cayman Islands Monetary Authority (“CIMA”) under License No. 1612590 to conduct securities investment business. AML Cayman holds a Broker/Dealer license, which authorizes it to buy, sell, subscribe for, or underwrite securities. The aggregate purchase price is $ 250,000 , payable in two installments: a closing payment of $ 70,000 due within thirty (30) days of execution of the Share Purchase Agreement, and a regulatory payment of $ 180,000 due within five (5) business days following receipt of CIMA approval of the change of control. In addition, the Company agreed to pay the seller $ 107,758 in respect of the regulatory own funds capital of AML Cayman. On May 19, 2026, CIMA granted conditional approval under Section 8(1) of the Securities Investment Business Act (2020 Revision) for the change in the shareholding and control of AML Cayman, resulting in a change of the ultimate beneficial owner from Mr. Raymond Yip to Mr. Gope Shyamdas Kundnani. The conditional approval requires the licensee to deliver specified board resolutions, director due diligence documentation, an updated register of members, and an updated business plan including outsourcing arrangements, in each case within one (1) month of approval. The transfer of the 100 shares from Mr. Yip to the Company was entered in AML Cayman’s register of members on June 19, 2026, from which date the Company became the sole legal and beneficial owner of AML Cayman. Because AML Cayman was under the control of Mr. Kundnani both before and after the transfer, the transaction is a transfer of an entity under common control and has been accounted for in accordance with ASC 805-50, Business Combinations — Related Issues. The assets and liabilities of AML Cayman have accordingly been recorded at the transferor’s historical carrying values, applied prospectively from the date of transfer, consistent with the Company’s treatment of its other transfers of entities under common control described in Note 2. No goodwill or intangible asset was recognized in connection with the transfer, and no fair value measurement of the assets acquired or liabilities assumed was performed. AML Cayman conducted no material operations during the period, and its results of operations for the six months ended June 30, 2026 have been included in the consolidated statements of operations; the amounts attributable to the period prior to the transfer are not material to the Company’s consolidated results of operations for any period presented. Consideration for the acquisition was $ 250,000 . The consideration was paid directly to the seller by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company, on the Company’s behalf, and has been recorded as a capital contribution to additional paid-in capital. The Company made no cash payment in respect of the acquisition, and accordingly the acquisition is reflected as a non-cash transaction and is not presented within investing activities in the condensed consolidated statement of cash flows. The seller has been settled in full. The Company is in the process of finalizing its determination of the fair values of the assets acquired and liabilities assumed as of the acquisition date. Accordingly, the amounts recognized in respect of the acquisition are provisional and may be adjusted during the measurement period in accordance with ASC 805-10-25-13 through 25-19, which may not exceed one year from the acquisition date. The Company expects to complete the purchase price allocation, including the determination of any goodwill or intangible assets recognized, prior to the filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2026. F- 9 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) AML Cayman is licensed to conduct securities investment business and, in the period from the acquisition date through June 30, 2026, did not conduct material brokerage operations. For the six months ended June 30, 2026, AML Cayman contributed revenue of $ 149,769 , general and administrative expenses of $ 107,846 , and net income of $ 41,195 , representing approximately 0.6 % of consolidated total revenue, 1.3 % of consolidated general and administrative expenses, and 0.3 % of consolidated net income, respectively. Name Change of Alchemy Markets Ltd. On June 1, 2026, the Malta Financial Services Authority (“MFSA”) confirmed its no objection to a change in the name of the Company’s wholly owned Maltese subsidiary, Alchemy Markets Ltd. (C 56519) (“AML”), to “Crestmark Trading Ltd.” The no objection takes effect from the date on which the altered certificate reflecting the new name is issued by the Malta Business Registry (“MBR”), following which the MFSA will issue a revised authorization certificate and annex. The name change does not affect AML’s ownership, governance, capital position, or regulated activities, and has no effect on the Company’s consolidated financial statements. AML is referred to by its current registered name throughout this Report. Recent Corporate Actions On September 4, 2025, our Board of Directors unanimously approved, and we obtained the written consent of holders of a majority of our voting power for, corporate actions to (i) amend our Certificate of Incorporation to increase the number of authorized shares of common stock from 500,000,000 to 750,000,000 and the number of authorized shares of preferred stock from 10,000,000 to 15,000,000 ; and (ii) authorize our Board of Directors, in its discretion, to amend our Certificate of Incorporation not later than June 30, 2026, to effect a reverse stock split of all outstanding shares of 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. The amendment effecting the increase in authorized shares has been filed with the Secretary of State of the State of Delaware and is in effect as of June 30, 2026. Certificate of Designation of Series B Convertible Preferred Stock On December 4, 2023, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 3,000,000 shares of the Company’s authorized preferred stock (par value $ 0.0001 per share) as “Series B Convertible Preferred Stock” and establishes the rights, preferences, privileges, and restrictions of such shares, including a conversion rate of one hundred ( 100 ) shares of Common Stock for each one share of Series B Convertible Preferred Stock. Section 4(f) of the Series B Certificate of Designation provides that the conversion rate is not adjusted for stock dividends, splits, combinations or reclassifications of the Common Stock . The principal terms of the Series B Convertible Preferred Stock are described further in Note 9. Reorganization of Alchemy Markets Ltd. Shareholding On June 16, 2026, the MFSA confirmed, in terms of Article 10 of the Investment Services Act (Malta), its no objection to the transfer of 1,629,999 ordinary A shares in Alchemy Markets Ltd. (“AML”) from Alchemy Markets Holdings Ltd. to FDCTech, Inc. Alchemy Markets Holdings Ltd. formed part of a prior ownership structure that the Company inherited on its acquisition of AML and no longer serves a functional purpose within the group; the transfer removes it from the ownership chain so that AML is held directly by FDCTech, Inc. The consideration for the transfer is € 100 , reflecting its character as an internal corporate reorganization. There is no change to the ultimate beneficial ownership of AML and no change or impact to AML’s governance, capital position, or regulated activities. Because both entities were under the common control of the Company both before and after the transfer, the reorganization has no effect on the Company’s consolidated financial position, results of operations, or cash flows for any period presented. The MFSA’s no objection was provided solely from a regulatory viewpoint. The relevant statutory forms have since been filed with the Malta Business Registry and the transfer has been completed. 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. The Company maintains a sales office in Tel Aviv, Israel. As of the date of this report, 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’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of which are in the directly affected region. The conflict has contributed to significant volatility in global energy prices and financial markets, which may affect client trading volumes, foreign currency exchange rates, and the general business environment in which the Company operates. As of the date of this report, the Company has not experienced any material disruption to its business operations as a direct result of the conflict. Ukraine-Russia Conflict The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. By the end of August 2022, the Company closed its technical support and development office in Russia and relocated its personnel to Turkey, currently considered a neutral zone. No individual associated with the Company is on the Specially Designated Nationals (SDN) and Blocked Persons list. As of the date of this report, there has been no disruption to our operations. Description of Company’s Securities to be Registered Effective September 3, 2021, the Company’s description of its common stock, par value $ 0.0001 per share, to be registered hereunder is contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (File No. 333-221726), as initially filed with the Securities and Exchange Commission on November 22, 2017, as subsequently amended (the “Registration Statement”). Since the Registration Statement filing, the Company has made all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily. As of June 30, 2026, the Company had 4,230,868 shares of Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,371,844 shares of Series B Preferred Stock issued and outstanding. Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action and have no right to convert into the Company’s common stock. The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares, subject to the conversion-rate adjustment described above in connection with a qualifying public offering. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. F- 10 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its subsidiaries, including subsidiaries in which the Company holds a controlling but less-than-wholly-owned interest. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Defined Terms In these consolidated financial statements and the related notes, the terms “Restricted cash — client funds (segregated),” “client funds,” and “client money” are used interchangeably to refer to amounts held by the Company’s regulated brokerage subsidiaries on behalf of clients in segregated accounts pursuant to applicable regulatory requirements, presented on the consolidated balance sheets as a separately captioned restricted cash line item with an equal and offsetting client funds payable liability. Restatement of Previously Issued Financial Statements Subsequent to the issuance of its unaudited condensed consolidated financial statements for the three months ended March 31, 2026 (originally filed on Form 10-Q on May 15, 2026, and restated by Amendment No. 1 on Form 10-Q/A filed June 8, 2026), management of the Company identified errors in those financial statements. As previously disclosed in a Current Report on Form 8-K filed under Item 4.02 on June 8, 2026, the Board of Directors, after consultation with management and LAO Professionals (“LAO”), the Company’s independent registered public accounting firm, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 should no longer be relied upon. The Company has restated the accompanying condensed consolidated financial statements in accordance with ASC Topic 250, “Accounting Changes and Error Corrections.” The restatement reflects the following adjustments: (a) General and administrative expense — consolidated general and administrative expense was reduced from $ 4,324,900 as originally filed to $ 4,321,313 as restated, a decrease of $ 3,587 , arising from an update to the parent company operating lease. The correction increases operating income, income before provision for income taxes, and net income by $ 3,587 . (b) Sign and footing error within total other income (expense) — the net interest and recharge line was reported as expense of $( 132,492 ) as originally filed. This line is properly net income of $ 132,448 , as it is dominated by income items, principally AML recharge income and bank and note interest income across APL, AML, and ADS, which exceed gross interest expense. As originally filed, the components of other income (expense) did not foot to the reported total; correcting the sign causes the restated components to foot to the total, which is unchanged at $ 14,611 . There is no effect on net income. (c) Net income attributable to noncontrolling interest (ASC 810-10) — net income attributable to the noncontrolling interest of $ 6,241 , reflecting the noncontrolling holders’ share of subsidiary results (principally the 49 % noncontrolling interest in AD Advisory Services Pty Ltd.), was $ 0 as originally filed. Combined with the $ 3,587 increase in consolidated net income described in (a), net income attributable to FDCTech, Inc. changes from $ 6,869,920 as originally filed to $ 6,867,266 as restated, a decrease of $ 2,654 . (d) Balance sheet corrections and reclassifications — the principal adjustments are: cash and cash equivalents $( 4,429,781 ) , reflecting the elimination of an intercompany cash position; related party receivable +$ 4,865,084 , reflecting a one-sided intercompany residual reclassified to related party receivable; right of use (lease) +$ 98,124 and operating lease liabilities (current, $( 42,356 ) ; non-current, $( 143,803 ) ), reflecting the parent operating lease update; trade receivable of $ 88,986 presented separately; and related adjustments to acquired intangible assets, related party advances, accrued expenses, accrued interest, additional paid-in capital, accumulated other comprehensive income (loss), and accumulated surplus (deficit), as set forth in the reconciliation below. Total assets and total liabilities and stockholders’ equity each increased by $ 611,895 , and the balance sheet remains in balance. (e) Intercompany rebate revenue (presentation) — rebate income of $ 804,664 (€ 687,311 ) earned by Alchemy Markets Ltd. from Alchemy International Ltd. continues to be presented as external revenue, consistent with prior filings. This presentation has no effect on total revenue, operating income, net income, or the balance sheet as restated. F- 11 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The following tables reconcile the amounts as originally filed (Form 10-Q, filed May 15, 2026) to the amounts as restated. The share and per-share amounts in the reconciliation tables below are presented on a pre-reverse-stock-split basis, consistent with the amounts as previously reported, and have not been retroactively adjusted for the reverse stock split described in Note 1: SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Consolidated Balance Sheet — March 31, 2026 As Originally Filed Adjustment As Restated Cash and cash equivalents (including restricted cash) 36,891,541 ( 4,429,781 ) 32,461,760 Accounts receivable, net 358,932 - 358,932 Prepaid – current 345,612 - 345,612 Related party receivable 30,154,645 4,865,084 35,019,729 Prepaid – non-current 189,796 - 189,796 Fixed assets, net 187,657 - 187,657 Capitalized software, net 1,578,353 - 1,578,353 Investment through subsidiary 34,510 - 34,510 Accrued income 275,715 - 275,715 Acquired intangible assets 1,250,397 ( 10,518 ) 1,239,879 Tax receivable 187,508 - 187,508 Other trade and tax receivable - 88,986 88,986 Fair value of trading positions for the firm, profit 72,386 - 72,386 Right of use (lease) 668,214 98,124 766,338 Total assets 72,195,266 611,895 72,807,161 Accounts payable 502,087 - 502,087 Line of credit 266,926 - 266,926 Accrued expenses, related party 997,259 5,287 1,002,546 Business acquisition loan 2,350,000 - 2,350,000 Related party advances 3,296,890 524,289 3,821,179 Client funds payable 28,339,255 - 28,339,255 Operating lease liability, current 186,158 ( 42,356 ) 143,802 Other current liabilities 1,642,601 - 1,642,601 Deferred tax liabilities 372,339 - 372,339 SBA loan – non-current 103,552 - 103,552 Operating lease liability – non-current 482,056 ( 143,803 ) 338,253 Accrued interest – non-current 43,650 ( 5,287 ) 38,363 Total liabilities 38,582,773 338,130 38,920,903 Series A Preferred stock 450 - 450 Series B Preferred stock 237 - 237 Common stock * 423 - 423 Additional paid-in capital, Common and Series A Preferred 28,241,475 ( 195,777 ) 28,045,698 Subscription receivable ( 8,000,000 ) - ( 8,000,000 ) Additional paid-in capital, Series B Preferred stock 3,344,063 - 3,344,063 Accumulated other comprehensive income (loss) ( 2,427 ) 188,472 186,045 Accumulated surplus (deficit) 9,984,473 284,278 10,268,751 Total FDCTech, Inc. stockholders’ equity (deficit) 33,568,694 276,973 33,845,667 Noncontrolling interest 43,799 ( 3,208 ) 40,591 Total liabilities and stockholders’ equity (deficit) 72,195,266 611,895 72,807,161 F- 12 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Consolidated Statement of Operations — Three Months Ended March 31, 2026 As Originally Filed Adjustment As Restated Total revenue 15,214,492 - 15,214,492 Total cost of sales 3,583,338 - 3,583,338 Gross profit 11,631,154 - 11,631,154 Total operating expenses 4,775,845 ( 3,587 ) 4,772,258 Operating income (loss) 6,855,309 3,587 6,858,896 Total other income (expense) 14,611 - 14,611 Income (loss) before provision for income taxes 6,869,920 3,587 6,873,507 Provision for income taxes - - - Net income (loss) 6,869,920 3,587 6,873,507 Net income (loss) attributable to noncontrolling interest - 6,241 6,241 Net income (loss) attributable to FDCTech, Inc. 6,869,920 ( 2,654 ) 6,867,266 In the reconciliation above, cash and cash equivalents is presented inclusive of restricted cash; as restated at March 31, 2026, the $ 32,461,760 comprises cash and cash equivalents of $ 4,122,505 and restricted cash (client funds, segregated) of $ 28,339,255 , presented as separate line items on the consolidated balance sheet, with a corresponding client funds payable of $ 28,339,255 . * $42,308 (before reverse split) to $423 (after reverse split). Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of June 30, 2026. However, as of December 31, 2025, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries. As of June 30, 2026, and December 31, 2025, the Company had $ 25,884,495 and $ 17,669,749 in total cash, cash equivalents, and restricted cash (client funds segregated) held at financial institutions. Restricted Cash — Client Funds Segregated The Company’s regulated brokerage subsidiaries — Alchemy Markets Ltd. (Malta, MFSA-licensed), Alchemy Prime Limited (United Kingdom, FCA-licensed), and Alchemy International Ltd. (Seychelles, FSA-licensed) — hold cash on behalf of clients in segregated bank accounts in accordance with the client-money rules of their respective regulators. These segregated client funds are not available for general corporate use and are matched by a corresponding liability presented as “Client funds payable” on the consolidated balance sheets. In accordance with ASC 230-10-50-8 and SEC Staff Accounting Bulletin Topic 11.M, these balances are classified as restricted cash and presented as a separate line item on the consolidated balance sheets under the caption “Restricted cash (client funds, segregated).” The following table reconciles the components of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: SCHEDULE OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH June 30, 2026 December 31, 2025 Cash and cash equivalents $ 18,184,787 $ 11,855,861 Restricted cash (client funds, segregated) 7,699,708 5,813,888 Total cash, cash equivalents, and restricted cash $ 25,884,495 $ 17,669,749 F- 13 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s accounts receivable arise principally from brokerage commissions, rebates, and technology service fees earned from counterparties and customers in the ordinary course of business. Receivables are generally short-term in nature and are typically settled within thirty days of the invoice date. The Company evaluates the collectability of its accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts at a level management believes to be sufficient to absorb estimated losses inherent in the receivable portfolio as of the balance sheet date. The allowance is determined based on a review of specific accounts considered to be at risk, taking into consideration the age of the receivable, the financial condition and payment history of the counterparty, current economic conditions, and other relevant factors. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of receivables previously written off are recorded as a reduction to bad debt expense in the period the amounts are received. As of June 30, 2026 and December 31, 2025, accounts receivable were $ 177,775 and $ 188,415 , respectively, in each case net of an allowance for doubtful accounts of $ 22,382 and $ 22,382 . No provision for doubtful accounts was recorded during the three and six months ended June 30, 2026 or June 30, 2025, and management believes the allowance is adequate to cover expected credit losses as of June 30, 2026. Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 214,085 and $ 293,937 in sales, marketing, and advertising costs (“sales and marketing”) for the three months ended June 30, 2026, and 2025, respectively, and $ 618,387 and $ 570,141 for the six months ended June 30, 2026, and 2025, respectively. Sales and marketing costs primarily consisted of travel costs for tradeshows and customer meetings, online marketing on industry websites, press releases, and public relations activities. Sales and marketing expense decreased for the three months ended June 30, 2026, reflecting a shift toward lower-cost digital channels, while the six-month increase is primarily attributable to expanded promotional and marketing activities supporting the Company’s broader brokerage and technology client base. Sales, marketing, and advertising expenses represented approximately 1.23 % and 5.42 % of revenues for the three months ended June 30, 2026, and 2025, respectively, and approximately 1.89 % and 5.00 % of revenues for the six months ended June 30, 2026, and 2025, respectively. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers . The majority of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. F- 14 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, non-refundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when the Company and the customer (‘parties’) have approved of the contract and are committed to performing their respective obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will collect all of the considerations. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumes a contract modification by oral agreement or implied by the customer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services that are not capable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception, involving these multiple elements. Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the consideration outlined in an arrangement or contract with a customer. F- 15 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company’s standard performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, suppose the Company enters a contract with a customer with an original term of one year and expects the customer to renew it for a second year. In that case, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. To allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services into the contract. The Company considers the “transfers” of the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. F- 16 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Wealth Management AD Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia. ASC 606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries, and capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects to be entitled. For ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services to be transferred, establish payment terms, the contract has commercial substance, and collection of payment is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include: ● Providing ongoing financial advisory services, ● Preparing statements of advice, ● Executing portfolio rebalancing, ● Facilitating the purchase of insurance products, and ● Offering other specialized financial and estate planning services. We evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or with other readily available resources, and if the promise to transfer the service is separately identifiable from other promises in the contract. The transaction price is the amount of consideration ADS expects to receive in exchange for transferring the promised goods or services to the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based fees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal. If a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on its standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods that may include cost-plus margin, market assessment, or residual approach, considering the Customer’s perceived value of each service. ADS recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services performed at a specific point in time, revenue is recognized upon completion of the service. The pattern of revenue recognition is determined based on when the Customer obtains control of the promised good or service, which, for advisory services, is typically throughout the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize them as revenue when we are satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor. We bill advisory fees weekly. F- 17 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Investment and Margin Brokerage Business Alchemy Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over-the-counter (“OTC”) and exchange-traded markets for European markets. Malta Financial Services Authority (MFSA) regulates Alchemy Malta in authorized countries, including Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. The Financial Conduct Authority (FCA) regulates Alchemy UK in authorized countries, including England, Scotland, Wales, and Northern Ireland. The Company serves two client channels within its brokerage business: retail and institutional (“clients” or “customers”). Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options. The FCA defines a retail customer as a client who is not a professional or an eligible counterparty. A professional client is an entity that must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty. A professional client possesses the knowledge, experience, and expertise to assess risks and make informed investment decisions. We recognize Investment and Brokerage revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as Investment and Brokerage Revenues. The Investment and Brokerage revenue is the Company’s largest source of revenue. Investment and Brokerage revenue comprises revenue from the retail OTC business and the advisory business. OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products. We realize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Investment and Brokerage revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. We record Investment and Brokerage revenue on a trade date basis. We also generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues on a trade-date basis. The Company acts as an agent concerning clearing trades, but is the principal on fees paid to introducing brokers. The Company does not assume any market-making risk related to customer trades in this business. Net interest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers. We record interest revenue and interest expense when earned and incurred, respectively. F- 18 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of Credit Risk Cash Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with original maturities of three months or less at the date of acquisition. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For balances held at U.S. financial institutions, such balances did not exceed Federal Deposit Insurance Corporation (“FDIC”) limits as of June 30, 2026. As of June 30, 2026, and December 31, 2025, the majority of the Company’s cash was held with non-FDIC financial institutions located in Malta, the United Kingdom, and other foreign jurisdictions. As of June 30, 2026, and December 31, 2025, the Company had $ 25,884,495 and $ 17,669,749 of total cash, cash equivalents, and restricted cash (client funds segregated) held at financial institutions. Revenues For the three months ended June 30, 2026, and 2025, the Company generated $ 17,472,536 and $ 5,419,791 in revenues, respectively, representing an increase of approximately 222.4 % over the prior-year period. For the six months ended June 30, 2026, and 2025, the Company generated $ 32,687,028 and $ 11,396,739 in revenues, respectively, representing an increase of approximately 186.8 % over the prior-year period. The Company’s revenues are derived from four operating segments: Margin Brokerage, Wealth Management, Technology and Software Development, and Payment Intermediary Services. The Payment Intermediary Services segment is in the start-up phase and did not generate revenues during the three and six months ended June 30, 2026, or 2025. The increase in revenues during the three and six months ended June 30, 2026, was primarily attributable to trading revenues generated by AIL. Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain; therefore, we cannot capitalize on R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the three and six months ended June 30, 2026, and 2025, the Company incurred R and D costs of $ 0 and $ 0 . The R and D costs in the previous period were based on an evaluation of the technological feasibility costs of the Condor Investing and Trading App. Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. For a description of the legal proceedings to which the Company and its subsidiaries are a party, see Note 8, Commitments and Contingencies — Pending Litigation. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized when the asset’s carrying value exceeds the fair value. There were no impairment charges as of June 30, 2026, and December 31, 2025. Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year. F- 19 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, exceeding 50%, that is likely to be realized upon ultimate settlement. The Company considers various factors when evaluating and estimating its tax positions and benefits, which necessitate periodic adjustments that may not accurately predict actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of its operations. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. See Note 14 for more details. Software Development Costs In accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, software development costs, including expenses incurred to develop software that is sold, leased, or otherwise marketed, are capitalized after the establishment of technological feasibility, to the extent such costs are significant. The Company amortizes capitalized software development costs using the straight-line method over the estimated useful life of the application software. Costs incurred prior to the establishment of technological feasibility are expensed as research and development costs in the period incurred. The Company established the technological feasibility of the Condor FX Back Office, the Condor Pro Multi-Asset Trading Platform Version, and the Condor Pricing Engine by the end of February 2016. The Company established the technological feasibility of the Digital Assets Web Trader Platform in February 2018 and of the Condor Investing and Trading App in January 2021. The Company estimates the useful life of each application software to be three ( 3 ) years. The Company is continuing to develop the Condor Investing and Trading App and is currently capitalizing the costs associated with such development in accordance with the Company’s software development cost policy. Research and development costs incurred during the period ended September 30, 2022, were incurred in connection with evaluating the technological feasibility of the Robo Advice Platform, and research and development costs incurred during the period ended December 31, 2022, were incurred in connection with evaluating the technological feasibility of the Condor Investing and Trading App. There were no research and development costs incurred during the three and six months ended June 30, 2026, or 2025. The Company also capitalizes major costs incurred during the application development stage for internal-use software in accordance with ASC 350-40, Internal-Use Software. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. As of June 30, 2026, and December 31, 2025, capitalized software, net of accumulated amortization, was $ 1,879,461 and $ 1,480,246 , respectively. Property and Equipment, Net; Depreciation Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three 3 to five years for computer equipment, furniture, and office equipment. Leasehold improvements, if any, are amortized over the shorter of the estimated useful life of the asset or the remaining lease term. Expenditures for repairs and maintenance that do not extend the useful life of the related asset are charged to expense as incurred, while expenditures that materially extend the useful life or improve the functionality of an asset are capitalized. Upon retirement or disposal, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the consolidated statements of operations. As of June 30, 2026, and December 31, 2025, property and equipment, net of accumulated depreciation, were $ 180,424 and $ 199,058 , respectively. Depreciation expense was $ 45,695 and $ 43,276 for the three months ended June 30, 2026, and 2025, respectively, and $ 92,338 and $ 82,108 for the six months ended June 30, 2026, and 2025, respectively, and is included in operating expenses in the consolidated statements of operations. Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments, including certain convertible preferred stock classified as a liability, to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount in accordance with ASC Topic 470-20, Debt with Conversion and Other Options. In such circumstances, the convertible debt is recorded net of the discount related to the Black-Scholes formula. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. F- 20 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign Currency Translation and Re-measurement The Company translates its foreign operations into US dollars in accordance with ASC 830, “ Foreign Currency Matters .” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change occurs. The functional currency of ADS is the Australian Dollar (AUD), the functional currency of AML and ATECH is the Euro (EUR), and the functional currency of APL is the British Pound (GBP). The Company’s remaining subsidiaries are U.S. dollar functional and accordingly give rise to no translation adjustment. We have translated AUD, EUR, and GBP into US$ 1.00 at the following exchange rates for the respective dates: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE June 30, 2026 December 31, 2025 USD: AUD $ 1.4459 1.4888 USD: EUR $ 0.8484 0.8523 USD: GBP $ 0.7543 0.7436 Average exchange rate for the period: Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 USD: AUD $ 1.4241 1.5605 USD: EUR $ 0.8675 0.8814 USD: GBP $ 0.7437 0.7489 Foreign currency exchange rate, translation $ 0.7437 0.7489 ADS’ functional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting currency is the US dollar. APL’s functional currency is GBP, and its reporting currency is US dollars. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period F- 21 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach utilizes estimated future cash flows or earnings, adjusted by a discount rate that reflects the time value of money and the risk of not achieving the cash flows, to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset, adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (the best) to Level 3 (the worst). The Company uses these three levels to select inputs for valuation techniques: Level 1 Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit, based on the sales, EBITDA, or net income of comparable companies. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast. Basic and Diluted Income (Loss) per Share The Company computes earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Common stock equivalents are excluded from the computation of diluted earnings per share when their effect would be antidilutive. For the three and six months ended June 30, 2026 and 2025, the weighted average number of shares of common stock outstanding, used to compute basic earnings per share, was 4,230,868 for each period presented. See Note 13 — Earnings Per Share for the computation of, and the reconciliation of the numerators and denominators used in, basic and diluted earnings per share for the periods presented. Reclassifications We have reclassified certain amounts from the prior period to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. F- 22 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for applicability and impact on its consolidated financial statements. Because the Company ceased to qualify as an emerging growth company effective December 31, 2022, the Company applies the effective dates applicable to public business entities. The Company’s accounting policy for revenue recognition under ASC 606, Revenue from Contracts with Customers , which the Company adopted effective January 1, 2019 using the modified retrospective method, is described under Revenue from Major Contracts with Customers above. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker, an amount and description of other segment items, and additional segment information. The Company adopted ASU 2023-07 effective January 1, 2024, on a retrospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements but expanded the Company’s segment disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires enhanced disclosures about a reporting entity’s effective tax rate and its income taxes paid (refunded). ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025, on a prospective basis. The adoption expanded the Company’s annual income tax disclosures and did not affect the Company’s consolidated financial position, results of operations, or cash flows. In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets , which is effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 effective January 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements because the Company does not hold crypto assets within the scope of the ASU. In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , which provides guidance on determining the appropriate accounting treatment for the issuance of profits interest units and similar awards. The ASU is effective for public business entities for interim and annual periods for fiscal years beginning after December 15, 2024. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements because the Company has not issued profits interest or similar awards. In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements , which removes various references to the FASB’s Concepts Statements from the Codification. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024. The Company adopted ASU 2024-02 effective January 1, 2025, and the adoption did not have a material impact on the Company’s consolidated financial statements. In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 , which removed Codification references related to SAB 121 following its rescission by SAB 122. The amendments were effective upon issuance on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company adopted ASU 2025-02 during 2025, and the adoption did not have a material impact on the Company’s consolidated financial statements because the Company does not safeguard crypto assets for platform users. In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements because the Company had no induced conversions of convertible debt instruments during the periods presented. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires public business entities to disclose, in tabular format, disaggregated information about specified categories of expenses, along with a qualitative reconciliation to the captions on the face of the financial statements. In January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect that ASU 2024-03, as clarified by ASU 2025-01, will have on its disclosures and does not expect the ASU to affect its consolidated financial position, results of operations, or cash flows. F- 23 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of ASU 2025-03 on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer , which is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company does not currently have share-based consideration payable to customers within the scope of the ASU and does not expect adoption to have a material impact on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the recognition guidance for internal-use software costs by removing references to project-stage concepts and providing updated capitalization guidance. The Company is evaluating the impact of ASU 2025-06 on its capitalization policies for internally developed software and related disclosures. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which improves the navigability of ASC 270 and clarifies when it applies. Early adoption is permitted, and the ASU permits retrospective or prospective transition. The Company is evaluating the impact of ASU 2025-11 on its interim disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 targeted improvements to U.S. GAAP across multiple topics, including clarifications to diluted earnings per share calculations when a loss from continuing operations exists. The Company is evaluating the impact of ASU 2025-12 on its consolidated financial statements and disclosures. NOTE 3. MANAGEMENT’S PLANS The Company has prepared its consolidated financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. As of June 30, 2026, and December 31, 2025, the Company had an accumulated surplus of $ 17,979,684 and $ 3,401,487 , respectively, and a working capital surplus of $ 33,063,252 and $ 17,831,410 , respectively. For the three months ended June 30, 2026, and 2025, the Company generated net income (loss) of $ 7,676,005 and $ ( 425,456 ) , respectively, and total revenues of $ 17,472,536 and $ 5,419,791 , respectively, representing an increase in revenues of approximately 222.4 % over the prior-year period. For the six months ended June 30, 2026, and 2025, the Company generated net income (loss) of $ 14,549,512 and $ ( 111,334 ) , respectively, and total revenues of $ 32,687,028 and $ 11,396,739 , respectively, representing an increase in revenues of approximately 186.8 % over the prior-year period. The improvement in the Company’s results of operations reflects strong revenue growth across the Margin Brokerage and Technology and Software Development segments, contributions from the Company’s recently acquired subsidiaries, and continued operating leverage on a largely fixed cost base. The accumulated surplus increased from $ 3,401,487 as of December 31, 2025, to $ 17,979,684 as of June 30, 2026, and the working capital surplus increased from $ 17,831,410 as of December 31, 2025, to $ 33,063,252 as of June 30, 2026. Management has evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern. In performing this evaluation as of the date these consolidated financial statements are issued, management considered, among other factors, the Company’s significantly improved results of operations during the three and six months ended June 30, 2026, including the revenue growth, profitability, and strengthened liquidity position described above, together with management’s continued execution of its strategic plan to streamline and integrate the Company’s recently acquired subsidiaries into a unified operating platform. Based on this evaluation, management has concluded that no conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve (12) months from the date these consolidated financial statements are issued. Accordingly, these consolidated financial statements have been prepared on a going concern basis, and no adjustments have been made to the carrying values of assets or liabilities that might result if the Company were unable to continue as a going concern. As of June 30, 2026, the Company had a cash and restricted cash balance of $ 25,884,495 (inclusive of segregated client funds of $ 7,699,708 ), which management believes, together with cash expected to be generated from operations, is sufficient to support its ongoing operations and to meet its current obligations as they become due in the ordinary course of business for at least twelve (12) months from the date these consolidated financial statements are issued. While management believes the Company has adequate liquidity to sustain its existing business activities, the Company’s strategic growth initiatives, particularly the continued development of its financial technology platforms, may require additional capital investment. In order to accelerate expansion and enhance its technology offerings, the Company may seek external financing through private placements of equity, public offerings, or credit facilities. There can be no assurance, however, that such financing will be available on acceptable terms, if at all. Management remains focused on strengthening the Company’s financial position by expanding its global customer base, increasing revenue from its diversified portfolio of technology solutions, realizing operating synergies from the continued integration of its acquired subsidiaries, and working toward sustainable positive cash flow from operations. To support long-term growth, the Company also intends to invest in long-lived assets that are expected to generate economic benefits beyond fiscal year 2026. In addition, the Company is pursuing a potential listing of its common stock on a national securities exchange in connection with a proposed public offering. If completed, the proceeds of such offering would meaningfully enhance the Company’s liquidity position and capital resources; however, the completion, timing, and terms of any such offering are subject to market conditions and other factors, and there can be no assurance that the offering will be consummated. F- 24 NOTE 4. CAPITALIZED SOFTWARE COSTS The Company’s capitalized software consists of internally developed software and software development costs capitalized in accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, and ASC 350-40, Internal-Use Software. The estimated useful life of the Company’s capitalized software is three ( 3 ) years, and amortization is recognized on a straight-line basis over such estimated useful life commencing when the underlying software is placed in service. As of June 30, 2026, and December 31, 2025, the unamortized balance of capitalized software, including capitalized software of the Company’s subsidiaries, was $ 1,879,461 and $ 1,480,246 , respectively. During the six months ended June 30, 2026, the Company capitalized $ 399,215 of software development costs. No software amortization expense was recognized during the three and six months ended June 30, 2026, or 2025, as the underlying software assets had not yet been placed in service. A substantial portion of the $ 1,879,461 capitalized software balance as of June 30, 2026 relates to (i) software assets added in connection with, or shortly after, the acquisition of Alchemy International Ltd. (the change of control of which was approved on October 29, 2025, and which closed on November 11, 2025), and (ii) the ongoing development of the Condor Investing and Trading App. As of June 30, 2026, the related software assets had not yet been placed in service, and accordingly, the Company has not commenced amortization. Amortization will be recognized on a straight-line basis over the estimated three ( 3 ) year useful life upon the date each underlying software asset is placed in service. The Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the estimated three ( 3 ) year useful life of the underlying software assets, commencing in the fiscal period in which such assets are placed in service. NOTE 5. RELATED PARTY TRANSACTIONS The Company has, from time to time, entered into transactions with related parties, including its founders, directors, principal shareholders, and entities controlled by them. The following describes related party balances and transactions as of and for the periods presented. Nature of Relationships The Company’s principal related parties are: (i) Mr. Gope S. Kundnani, a Director of the Company and, as of June 30, 2026, the beneficial owner of 1,800,000 shares of common stock ( 42.54 %), 4,000,000 shares of Series A Preferred Stock ( 88.89 %), and, through APSI Holdings Limited (a United Kingdom entity), 1,800,000 shares of Series B Convertible Preferred Stock ( 75.90 %); (ii) Mitchell M. Eaglstein and Imran Firoz, Co-Founders, Executive Officers, and Directors of the Company; and (iii) certain non-consolidated affiliated entities controlled directly or indirectly by Mr. Kundnani, including Alchemy DMCC (United Arab Emirates), Alchemy Capital Markets (“ACM”) (United Kingdom), FXIFY Markets Ltd. (Labuan, Malaysia), and other Kundnani-affiliated sister entities, all of which are sister entities to the Company and not part of the consolidated group; and (iv) Sync Capital Limited (Seychelles), a shareholding company controlled and owned by Mr. Kundnani, which holds the seller financing obligation described below and in Note 7. Related Party Receivables Related party receivables totaled $ 21,783,493 as of June 30, 2026, compared to $ 40,090,051 as of December 31, 2025, a net decrease of $ 18,306,558 during the six months ended June 30, 2026. The largest counterparty is ACM, with $15,294,937 at June 30, 2026, compared with $30,918,736 at March 31, 2026, the reduction reflecting the June 30, 2026 settlement of intercompany balances. Other counterparties at June 30, 2026 are FXIFY at $3,171,275, FXPig Vanuatu at $1,894,365, Alchemy Global at $1,602,724, Alchemy DMCC at $(1,219,344), shareholders and directors at $307,788, Sync Capital at $212,641, Steven FS / BTFS at $146,691, Xoala Digital Poland at $(116,000) and Next Markets Limited at $98,224. Other related-party balances, together with intercompany differences and amounts pending reclassification that are not yet allocated to a counterparty, totaled $390,192. F- 25 NOTE 5. RELATED PARTY TRANSACTIONS (continued) As of December 31, 2025, the related party receivable balance was comprised primarily of approximately $ 35.8 million carried by AIL representing current account receivables from ACM and related affiliates, as further described in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, supplemented by the loan receivable from FXIFY Markets Ltd. described above at FDCTech, Inc. Related Party Advances Payable Related party advances payable totaled $ 1,931,797 as of June 30, 2026, compared to $ 29,197,470 as of December 31, 2025, a net decrease of $ 27,265,673 during the six months ended June 30, 2026. As of June 30, 2026, the $ 1,931,797 balance was comprised of approximately $ 1.1 million owed to Alchemy DMCC and approximately $ 0.5 million owed to Alchemy Capital Markets, in each case Kundnani-affiliated sister entities, approximately $ 0.2 million owed to Sync Capital, a shareholding company, and other smaller balances at the Company’s subsidiaries. The December 31, 2025 balance was comprised primarily of amounts owed by AIL to Alchemy DMCC, together with amounts owed at the FDCTech, Inc. parent level and across other subsidiaries, and other smaller balances. During the three and six months ended June 30, 2026, related party advances payable decreased by a net $ 27,265,673 . That movement comprised non-cash extinguishments of $ 60,096,765 , effected through the set-off and assignment arrangements described below, partially offset by $ 32,831,092 of net cash advances received from related-party counterparties, which is presented within financing activities in the condensed consolidated statements of cash flows. The non-cash arrangements included the transfer back to AIL of certain trading positions previously held with Alchemy DMCC and other liquidity arrangements designed to manage AIL’s counterparty risk exposures. As a result of these arrangements, AIL’s net advance payable to Alchemy DMCC was substantially reduced during the period, and the Company’s aggregate net payable to Alchemy DMCC decreased from approximately $ 29.1 million as of March 31, 2026 to approximately $ 1.2 million as of June 30, 2026. The Company held no net receivable from Alchemy DMCC as of June 30, 2026. Supplemental Disclosure of Non-Cash Investing and Financing Activities The settlement of the related party balances described above was effected without any payment or receipt of cash. During the three and six months ended June 30, 2026, the Company extinguished a net payable to Alchemy DMCC of $ 28,148,711 , of which $ 5,257,670 was extinguished by assignment of the Company’s liquidity-provider balance with B2B Prime and $ 22,891,041 by offset against related party receivables. The Company also extinguished a non-trading payable to Alchemy Capital Markets Ltd. of $31,948,054 by offset, applied $54,839,095 against the client-trading receivable due from Alchemy Capital Markets Ltd., and applied rebates due to Alchemy Capital Markets Ltd. of $3,422,378 against the same balances. No cash was paid or received in connection with any of these arrangements, and accordingly they are excluded from the condensed consolidated statements of cash flows. Accrued Expenses to Related Parties Accrued expenses to related parties totaled $ 1,152,784 as of June 30, 2026, compared to $ 532,287 as of December 31, 2025. These amounts primarily represent accrued executive compensation owed to Mr. Eaglstein, the Company’s Chief Executive Officer, and Mr. Firoz, the Company’s Chief Financial Officer (through Thinkatalyst LLC, a Delaware limited liability company controlled by Mr. Firoz), each compensated at $ 15,000 per month under independent-contractor arrangements. Other Related Party Transactions Other than the settlements and accruals described above, the principal related party transactions during the three and six months ended June 30, 2026 consisted of (i) the continued accrual of executive compensation to Messrs. Eaglstein and Firoz at $ 15,000 per month each on an independent-contractor basis; (ii) the continuing obligation in the amount of $ 2,000,000 under non-interest bearing seller financing provided by Sync Capital Limited (a Seychelles entity controlled and owned by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company), in connection with the Company’s acquisition of Alchemy International Ltd., which obligation matures on September 30, 2026 and is repayable from the proceeds of the Company’s contemplated listing of its common stock on a national securities exchange, and is presented as a component of Business acquisition loan on the consolidated balance sheets (see Note 7); and (iii) net activity in intercompany trading and rebate balances among the Company’s regulated subsidiaries (AML, APL, and AIL), all of which were eliminated in consolidation in accordance with ASC 810-10-45-1. There were no material new equity issuances, loans, or guarantees to or from related parties during the three and six months ended June 30, 2026. Cross-Reference to Form 10-K/A For additional historical background on related party transactions, including transactions prior to fiscal year 2025, refer to Item 13 (Certain Relationships and Related Transactions) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as most recently amended by Amendment No. 4 on Form 10-K/A filed July 1, 2026). F- 26 NOTE 6. LINE OF CREDIT In June 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various business purchases and travel expenses. The interest rates applicable to cash advances and other drawn amounts under this line of credit are 12 % and 25 %, respectively. In October 2024, the Company obtained an additional unsecured revolving line of credit with a flexible spending limit, under which no preset borrowing limit applies. The additional line of credit bears interest on purchases at an average rate of approximately 28 % per annum. As of June 30, 2026, the Company was in compliance with the terms and conditions of each of its lines of credit. As of June 30, 2026, and December 31, 2025, the aggregate outstanding balances under the lines of credit were $ 297,862 and $ 111,352 , respectively. NOTE 7. NOTES PAYABLE CARES Act – Paycheck Protection Program (PPP Note) On May 1, 2020, the Company received proceeds of $ 50,632 from a promissory note (the “PPP Note”) issued under the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at a rate of 1.00 % per annum. The PPP Note was not forgiven, and the Company commenced repayment of the PPP Note in August 2022. The PPP Note was repaid in full during the fiscal year ended December 31, 2025. As of June 30, 2026, and December 31, 2025, the outstanding balance of the PPP Note was $ 0 and $ 0 , respectively. SBA Loan On May 22, 2020, the Company received proceeds of $ 144,900 under the U.S. Small Business Administration’s Economic Injury Disaster Loan (“EIDL”) program. The loan bears interest at a rate of 3.75 % per annum on funds advanced. Installment payments of $ 707 per month, consisting of both principal and interest, are required, with the remaining principal and interest balance payable thirty (30) years from the date of the promissory note. As of June 30, 2026, and December 31, 2025, the non-current balance outstanding under the SBA loan was $ 101,426 and $ 105,678 , respectively. Business Acquisition Loan As of June 30, 2026, and December 31, 2025, the Company had outstanding seller financing obligations incurred in connection with prior business acquisitions in the aggregate amount of $ 2,350,000 and $ 2,350,000 , respectively, presented as Business acquisition loan on the consolidated balance sheets. The $ 2,350,000 aggregate balance is comprised of: (i) $ 350,000 representing the unpaid portion of the purchase consideration owed to the former shareholders of Alchemy Markets Ltd. (“AML”) in connection with the Company’s June 2023 acquisition of AML, which amount is currently the subject of litigation as described below; and (ii) $ 2,000,000 representing seller financing provided by Sync Capital Limited, a Seychelles entity controlled and owned by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company, in connection with the Company’s acquisition of Alchemy International Ltd. (“AIL”). The $ 2,000,000 obligation to Sync Capital Limited is non-interest-bearing. Pursuant to the terms of the seller financing arrangement, the obligation, as extended, matures on September 30, 2026 and is expected to be repaid from the proceeds of the Company’s contemplated listing of its common stock on a national securities exchange (the “Uplisting”). The Company has not imputed interest on this obligation, as the lender is a controlling shareholder of the Company, and any imputed interest, if material, would be recognized as a deemed capital contribution from the controlling shareholder with no net effect on stockholders’ equity. No payments were made under this obligation during the three and six months ended June 30, 2026, or 2025. The $ 2,000,000 obligation to Sync Capital Limited is also disclosed as a related party transaction in Note 5. There can be no assurance as to the timing or consummation of the Uplisting, and the Company’s obligation to repay the $ 2,000,000 to Sync Capital Limited will remain outstanding until the earlier of repayment at its September 30, 2026 maturity or the completion of the Uplisting, unless the parties otherwise agree to alternative repayment terms. As of June 30, 2026, the Company has accrued the $ 350,000 withheld final payment within Business acquisition loan on the consolidated balance sheets. Management, after consultation with legal counsel, is unable to predict the ultimate outcome of the AML Litigation or to estimate the range of possible additional loss, if any, beyond the amount currently accrued. Accordingly, no additional accrual has been recorded as of June 30, 2026. An adverse outcome in the AML Litigation could result in the Company being required to pay additional amounts to the Claimants, which could have a material adverse effect on the Company’s results of operations and financial condition in the period of resolution. The $ 2,000,000 obligation to Sync Capital Limited is also disclosed as a related party transaction in Note 5. F- 27 NOTE 8. COMMITMENTS AND CONTINGENCIES The Company is subject to various commitments and contingencies arising in the ordinary course of business. The following discussion summarizes the Company’s significant commitments and contingencies as of June 30, 2026. At June 30, 2026, the Company and its subsidiaries operate offices across multiple jurisdictions. Leases that qualify under ASC 842 are recognized on the consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. At June 30, 2026, the ROU asset was $ 766,338 , current operating lease liabilities were $ 143,802 , and non-current operating lease liabilities were $ 338,253 , compared to $ 811,038 , $ 165,692 , and $ 364,655 , respectively, at December 31, 2025. The weighted-average discount rate for qualifying operating leases was approximately 5.5 %. Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are expensed as incurred and included in General and Administrative expenses. Office Facility and Other Operating Leases Irvine, California, USA (Company’s Headquarters) Effective October 29, 2019, to the present, the Company holds a coworking membership for office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, on a month-to-month basis. The membership provides access to shared office and meeting facilities on an as-needed basis rather than a dedicated, exclusively controlled space. The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination month. The monthly membership fee is $ 95 . This agreement is classified as a service contract rather than a lease under ASC 842, and payments are recognized as operating expenses. Brisbane, Australia (ADS Office) Effective January 1, 2024, to the present, ADS holds a coworking membership for office space at Level 38/71 Eagle St, Brisbane City, QLD 4000, Australia, on a month-to-month basis. The membership provides access to shared office and meeting facilities on an as-needed basis rather than a dedicated, exclusively controlled space. The monthly membership fee is approximately $ 125 . This agreement is classified as a service contract rather than a lease under ASC 842, and payments are recognized as operating expenses. Limassol, Cyprus Lease (Company’s Executive Rental) From July 2023 to the present, the Company has leased office and residential space in the Limassol District, Cyprus, from an unrelated party, at a monthly rent of approximately $ 3,500 , included in General and Administrative expenses. This agreement is classified as a residential rental contract rather than a commercial lease and does not create an ROU asset under ASC 842. The leased premises comprise approximately 158 square meters (approximately 1,700 square feet), of which approximately 46 square meters (approximately 500 square feet) is designated for office use and the remaining approximately 112 square meters (approximately 1,200 square feet) serves as the residence of a Company executive. Limassol, Cyprus Lease, Europe (ATECH Office) Effective August 26, 2024, T.I.C.G. Integrated Solutions Ltd. (formerly Alchemytech Ltd.) (“ATECH”) entered into a Sublease Agreement for office premises located at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus, with Aldeon Property Partners Ltd. as Sublessor, and FDCTech, Inc. acting as Guarantor. The leased premises are designated strictly for office use. The lease term is twenty-four (24) months, commencing November 1, 2024, and expiring October 31, 2026 , with options to extend for up to two additional two-year terms. Monthly rent is € 8,000 (approximately $ 8,600 ) plus VAT, for a total lease commitment of € 192,000 . Each option period is exercisable on three months’ written notice, and the sublease provides for the monthly rent to increase by up to five percent ( 5 %), rounded up to the nearest € 50 , during each option period. The Company paid a deposit of € 16,000 , equal to two months’ rent. 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. The leased premises comprise approximately 2,624 square feet. On July 30, 2026, the parties executed a First Addendum exercising the first renewal option, extending the sublease for a further two-year period commencing November 1, 2026 and expiring October 31, 2028 , with monthly rent remaining at € 8,000 plus VAT and aggregate rent for the renewal period of € 192,000 plus VAT; the rent increase contemplated by the sublease for the option period was not applied. Because the addendum was executed after June 30, 2026, it is a non-recognized subsequent event under ASC 855-10, and the right-of-use asset and lease liability at June 30, 2026 do not reflect the renewal term. F- 28 NOTE 8. COMMITMENTS AND CONTINGENCIES (continued) St. Julian, Malta (AML Office) Effective July 11, 2024, to the present, AML leases office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta, on a month-to-month basis. The monthly membership fee is € 1,659 . This agreement is classified as a service contract rather than a lease under ASC 842, and payments are recognized as operating expenses. The allocated workspace comprises approximately 338 square feet. London, United Kingdom (APL Office) Effective 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 term of five years , expiring in 2029, with an annual rent of £ 112,500 (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. The leased premises comprise approximately 3,750 square feet. The total rental payment for the period ending June 30, 2026, was $ 83,753 . Rental expenses for all operating leases and service contracts are included in General and Administrative expenses. Terminated Leases Limassol, Cyprus (Ecastica). From October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of ATECH. The monthly rent was approximately $ 1,000 , and the down payment was approximately $ 6,300 , included in General and Administrative expenses. The lease was terminated in August 2024. Chelyabinsk, Russia. From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development and technical support. The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April 2023. This lease has been fully terminated. Tel Aviv, Israel (AML Sales Office). From July 1, 2023 to June 30, 2026, AML held a service agreement with Mindspace Ltd. for office space and related services at Menachem Begin 11, Ramat Gan, Israel, on a monthly auto-renewing basis. The monthly fee was $ 4,500 (including VAT). Mindspace retained discretion over space allocation and could relocate AML within the premises upon prior notice, and AML did not have exclusive control over a specific unit. This agreement did not create a lease under ASC 842 and was accounted for as a service contract, with payments recognized as operating expenses. The Company terminated this agreement effective June 30, 2026, due to geopolitical conditions, and relocated all sales activities to the ATECH office in Limassol, Cyprus. Employment Agreement The Company compensates its key executives as independent contractors. Eaglstein and Firoz commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses or other incentive plans. Each executive is paid at the beginning of each month. From September 2018 through September 30, 2020, the Company paid monthly compensation of $ 5,000 to its CEO and CFO, respectively. Effective October 1, 2020, the Company increased the monthly compensation to $ 12,000 . Effective January 1, 2023, the Company pays $ 15,000 monthly to its CEO and CFO (see Note 5, Related Party Transactions – Accrued Expenses to Related Parties). The Company is not currently a party to any formal employment agreement and has no compensation agreement with any officer or director. The Company plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities exchange. For additional information regarding executive compensation, refer to Item 11 (Executive Compensation) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as most recently amended by Amendment No. 4 on Form 10-K/A filed with the SEC on July 1, 2026. Accrued Interest At June 30, 2026, and December 31, 2025, the cumulative accrued interest for the SBA loan and other non-current loans was $ 39,609 and $ 42,396 , respectively. F- 29 NOTE 8. COMMITMENTS AND CONTINGENCIES (continued) Pending Litigation The Company and its subsidiaries are involved in the following legal proceedings: Asher Alkoby, et al. v. FDCTech This action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330, filed December 9, 2024. The claimants are Asher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), a Malta-incorporated broker that the Company purchased in June 2023. Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money laundering deficiencies and was fined by the Financial Intelligence Analysis Unit. An external audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in net capital being lower than disclosed during negotiations. Based on these findings, FDCTech withheld the final payment to the sellers. The claimants are seeking approximately $ 1.02 million in amounts they allege are owing under the Share Sale Agreement, which they are seeking to rectify to make it 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, which was served on May 9, 2025. A Costs and Case Management Conference took place on November 17, 2025. The trial is currently scheduled to take place in November 2026. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. This action is pending in the Superior Court of California, County of Orange. FDCTech alleges that the defendants, through their websites Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud, illegal conduct, and regulatory violations. The Company claims these statements have caused significant reputational and financial harm, including lost business opportunities, and further alleges that the defendants engaged in an extortion scheme by demanding payment for the removal of defamatory content. The complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief. The complaint was filed in 2025 but had not yet been served as of December 31, 2025. A hearing took place on December 15, 2025, on the Company’s motion. Following the hearing, the court instructed FDCTech to conduct an adequate investigation as to the beneficial owner of Intelligenceline.com. FDCTech conducted the investigation and presented its findings during the management conference held on April 20, 2026. FDCTech is currently awaiting the court’s final judgment based on the outcome of the investigation. Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) This appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta. On September 23, 2023, the Financial Intelligence Analysis Unit (“FIAU”) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd. (formerly NSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019. The examination occurred approximately four years prior to the decision and under different ownership and control of the subsidiary. The Company filed this appeal on October 19, 2023, challenging the decision-making process and the law on which it was based, asserting that the penalty is arbitrary and excessive. The Company seeks to overturn the administrative penalty and the follow-up directive imposed by FIAU. On October 24, 2025, a hearing was held for the Company to continue presenting evidence. The matter is in the evidentiary production stage pertaining to the Company as appellant. On July 17, 2026, a further hearing was held before Madam Justice Rachel Montebello for the FIAU to cross-examine the Company’s witnesses, following which the matter is to be adjourned for final legal submissions. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) This constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same September 23, 2023, FIAU decision described above. The Company filed this application on April 2, 2024, challenging: (i) the composition of the FIAU and its enabling law; (ii) the decision-making processes which allegedly breach the Company’s fundamental human right to a fair hearing; and (iii) that, given the penal nature of the penalty and in alleged breach of the Constitution of Malta, the Company was not adjudged by an independent court. The Company requests the Constitutional Court to set aside the FIAU decision in its entirety. A first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim. The First Hall Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties imposed by the FIAU are more akin to penal sanctions and that subject persons should be afforded the full rights of an accused under criminal law, consistently quashing FIAU decisions on this basis. On April 14, 2026, the Company submitted its final submissions before the Court. On July 12, 2026, the First Hall Civil Court (Constitutional Jurisdiction) delivered its judgment rejecting the Company’s constitutional claims and determining that the FIAU decision did not breach the Company’s right to a fair hearing. Under Maltese law, the Company had the right to appeal the judgment within twenty statutory running days from the date of judgment, and the Company filed its appeal in late July 2026. The related appeal before the Court of Appeal (Inferior Jurisdiction) described above remains pending. No amount has been accrued in respect of the administrative penalty, as the Company continues to contest the matter and a loss is not considered probable and reasonably estimable at this time. The Company believes it has meritorious defenses and counterclaims in all of 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. Management is unaware of any other 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 those described above and other than ordinary routine litigation incidental to the business. Tax Compliance Matters From its inception to the present, the Company’s officers have been paid as independent contractors. As of June 30, 2026, the Company believes payroll tax liabilities are not material. The Company’s federal taxes are compliant with Internal Revenue Service regulations. F- 30 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Shares On February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares. As amended at that time, the Company had the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $ 0.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ 0.0001 per share. On February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan. The Approving Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the Company. Recent Corporate Actions – September 2025 On September 4, 2025, the Board of Directors unanimously approved, and the Company obtained the written consent of holders of a majority of the Company’s voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the authorized shares of common stock from 500,000,000 to 750,000,000 and the authorized shares of preferred stock from 10,000,000 to 15,000,000 and (ii) authorize the Board of Directors, in its discretion, to amend the Certificate of Incorporation not later than June 30, 2026 to effect a reverse stock split of all outstanding shares of 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. On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, increasing the authorized shares of common stock from 500,000,000 to 750,000,000 and effecting the reverse stock split described in Note 16. That Certificate of Amendment did not increase the authorized shares of preferred stock, which remained 10,000,000 as of June 30, 2026. See Note 16 — Capital Structure. Certificate of Designation of Series B Convertible Preferred Stock On December 4, 2023, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 3,000,000 shares of the Company’s authorized preferred stock (par value $ 0.0001 per share) as “Series B Convertible Preferred Stock” and establishes the rights, preferences, privileges, and restrictions of such shares. Holders of Series B Convertible Preferred Stock have no dividend rights except as may be declared by the Board of Directors in its sole and absolute discretion, out of funds legally available for that purpose. Each share is entitled to one (1) vote per share on all matters presented to stockholders, and holders generally vote together with holders of Common Stock as a single class. The vote or consent of holders of a majority of the outstanding Series B Convertible Preferred Stock is required for: (i) matters that by law require the approval of the outstanding shares of the Series B Convertible Preferred Stock as a separate class; (ii) any amendment to the rights, preferences, privileges, or powers of the Series B Convertible Preferred Stock that would have a material adverse effect on the Series B Convertible Preferred Stock; (iii) any increase in the aggregate authorized number of shares of Series B Convertible Preferred Stock; (iv) any action that reclassifies any outstanding shares into shares having priority as to dividends or assets senior to the Series B Convertible Preferred Stock; or (v) any amendment to the Company’s Certificate of Incorporation that materially and adversely affects the rights of the Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock is convertible at the option of the holder, without payment of additional consideration, into shares of Common Stock at any time, at the conversion rate stated in the Series B Certificate of Designation of one hundred ( 100 ) shares of Common Stock for each one share of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is not subject to adjustment for stock splits or other changes to the Common Stock, and the conversion rate was not affected by the reverse stock split. Subsequent to June 30, 2026, the Board of Directors approved the conversion of all outstanding shares of Series B Convertible Preferred Stock at a rate of fifty (50) shares of Common Stock for each one share of Series B Convertible Preferred Stock, which differs from the rate stated in the Series B Certificate of Designation. Because the conversion occurred after June 30, 2026, it is not reflected in the shares of Common Stock issued and outstanding, or in the weighted-average shares used to compute earnings per share, as of and for the three and six months ended June 30, 2026. See Note 16. The Series B Certificate of Designation provides that no fractional shares of Common Stock will be issued upon conversion (any fractional share entitlement will be rounded up to the nearest whole share). Shares of Series B Convertible Preferred Stock that are converted into Common Stock or are otherwise acquired by the Company are restored to the status of authorized but unissued shares of preferred stock, without designation as to class, and may thereafter be issued, but not as shares of Series B Convertible Preferred Stock. As of June 30, 2026, 2,371,844 shares of Series B Convertible Preferred Stock were issued and outstanding. F- 31 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) Outstanding Capital Stock As of June 30, 2026, and December 31, 2025, the Company had 4,230,868 and 4,230,868 common shares issued and outstanding, respectively. As of June 30, 2026, and December 31, 2025, the Company had 4,500,000 and 4,500,000 Series A Preferred Stock issued and outstanding, respectively. As of June 30, 2026, and December 31, 2025, the Company had 2,371,844 and 2,371,844 Series B Preferred Stock issued and outstanding, respectively. There were no issuances or repurchases of common or preferred stock during the three and six months ended June 30, 2026. Series A Preferred Stock – Beneficial Ownership The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding as of June 30, 2026 and as of the date of this Report. Series A Preferred Stock was not affected by the 1-for-100 reverse stock split effective July 10, 2026. SCHEDULE OF SERIES A PREFERRED STOCK Name and Address (1) Title of Class (4) Number of Shares Beneficially Owned Percent of Class Mitchell M. Eaglstein, CEO, Director Series A Preferred 500,000 11.11 % Gope S. Kundnani, Director (5) Series A Preferred 4,000,000 88.89 % Officers and Directors as a group (2 persons) Series A Preferred 4,500,000 100.00 % (4) Series A Preferred Stock is entitled to fifty ( 50 ) non-cumulative votes per share on all matters presented to stockholders for action and has no right to convert into the Company’s Common Stock. Series A Preferred Stock was not affected by the 1-for-100 reverse stock split effective July 10, 2026. As of June 30, 2026 and as of the date of this Report, the Company had 4,500,000 shares of Series A Preferred Stock issued and outstanding. (5) The Company originally issued 2,600,000 , 400,000 , and 1,000,000 shares of Series A Preferred Stock to Mitchell M. Eaglstein, Imran Firoz, and Felix R. Hong, respectively, in December 2016 as founders, in consideration of services rendered. In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares, respectively, to Gope S. Kundnani, a Director of the Company. On November 30, 2023, the Company issued 2,500,000 shares of Series A Preferred Stock to Mr. Kundnani. On January 30, 2024, the Board of Directors approved the rescission and cancellation of 1,000,000 shares held by Mr. Eaglstein and 1,000,000 shares held by Mr. Hong. In connection with the Company’s contemplated listing on a national securities exchange, all 4,500,000 outstanding shares of Series A Preferred Stock are expected to be retired and cancelled immediately prior to the closing of the contemplated offering, without any cash consideration to the holders. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 . The Company will receive $ 2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $ 1.00 per share. On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong. F- 32 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) Common Stock – Beneficial Ownership The percentages below are calculated based on 122,823,068 shares of our Common Stock issued and outstanding, being the number of shares outstanding following the 1-for-100 reverse stock split effective July 10, 2026, and the conversion of all outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026. Following that conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding. Beneficial ownership is presented as of the latest practicable date rather than as of June 30, 2026, and accordingly does not correspond to the 4,230,868 shares of Common Stock and 2,371,844 shares of Series B Convertible Preferred Stock presented on the consolidated balance sheet at June 30, 2026. SCHEDULE OF COMMON STOCK Name and Address (1) Title of Class Number of Shares Beneficially Owned Percent of Class Mitchell M. Eaglstein, CEO, Director (2) Common 7,708,181 6.28 % Imran Firoz, CFO, Director (3) Common 7,743,100 6.30 % Brian Platt, CTO (4) Common 10,000 - * Jonathan Baumgart, Director (5) Common 6,450 - * Gope S. Kundnani, Director (6) Common 101,392,200 82.55 % Officers and Directors as a group (5 persons) (7) Common 116,859,931 95.14 % (1) Unless otherwise indicated, the business address of each beneficial owner is c/o FDCTech, Inc., 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Share amounts and percentages give effect to the 1-for-100 reverse stock split effective July 10, 2026 and to the conversion of all outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026, and are calculated on 122,823,068 shares of Common Stock outstanding. An asterisk (*) denotes beneficial ownership of less than one percent. (2) Consists of (a) 208,181 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible Preferred Stock. Does not include 600,000 shares beneficially owned by Susan E. Eaglstein, mother of Mr. Eaglstein, as to which Mr. Eaglstein disclaims beneficial ownership. (3) Consists of (a) 243,100 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible Preferred Stock. (4) Consists of 10,000 shares of common stock. Mr. Platt holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes. (5) Consists of 6,450 shares of common stock. Mr. Baumgart holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes. (6) Consists of (a) 1,500,000 shares of common stock held directly by Mr. Kundnani, (b) 9,592,200 shares of common stock issued upon the conversion of 191,844 shares of Series B Convertible Preferred Stock held directly by Mr. Kundnani, (c) 300,000 shares of common stock held by APSI Holdings Limited and (d) 90,000,000 shares of common stock issued upon the conversion of 1,800,000 shares of Series B Convertible Preferred Stock held by APSI Holdings Limited. Mr. Kundnani controls APSI Holdings Limited. (7) Consists of (a) 2,267,731 shares of common stock and (b) 114,592,200 shares of common stock issued upon the conversion of 2,291,844 shares of Series B Convertible Preferred Stock, in each case held by our directors and executive officers as a group, and includes the securities held by APSI Holdings Limited described in footnote (6). F- 33 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $ 2,538,000 , for the purchase of 49.90 % of AML and 100 % of APL. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $ 1.41 per share. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $ 1.41 per share. On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nicky G. Kundnani for services valued at $ 1.41 per share. Series B Convertible Preferred Stock – Holdings Before and After Conversion The following table sets forth the shares of Series B Convertible Preferred Stock held by each holder as of June 30, 2026, and the shares of Common Stock issued to each holder upon the conversion of those shares on July 13, 2026 at a conversion rate of fifty (50) shares of Common Stock for each share of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock was not subject to adjustment for the 1-for-100 reverse stock split effective July 10, 2026, and the shares of Common Stock issued on conversion are stated on a post-reverse-stock-split basis. Following the conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding. SCHEDULE OF CONVERTIBLE PREFERRED STOCK Holder Series B Preferred Shares Held at June 30, 2026 Common Shares Issued on Conversion, July 13, 2026 APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) 1,800,000 90,000,000 Gope S. Kundnani 191,844 9,592,200 Mitchell M. Eaglstein 150,000 7,500,000 Imran Firoz 150,000 7,500,000 FRH Group Corporation 50,000 2,500,000 William B. Barnett 10,000 500,000 Susan E. Eaglstein 10,000 500,000 Nicky G. Kundnani 10,000 500,000 Total 2,371,844 118,592,200 Cross-Reference to Form 10-K/A For a complete history of the Company’s authorized share capital, common stock issuances, and preferred stock issuances, refer to Note 9 (Stockholders’ Equity (Deficit)) in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as most recently amended by Amendment No. 4 on Form 10-K/A filed with the SEC on July 1, 2026. F- 34 NOTE 10. WARRANTS As of June 30, 2026, and December 31, 2025, the Company had no outstanding warrants. There were no warrant issuances, exercises, or expirations during the three and six months ended June 30, 2026. NOTE 11. COMPREHENSIVE INCOME The Company’s other comprehensive income (“OCI”) comprises foreign currency translation adjustments from subsidiaries that do not use the U.S. dollar as their functional currency. The following tables show the changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the six months ended June 30, 2025, and the six months ended June 30, 2026, respectively: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated Comprehensive Income: Cumulative Foreign Currency Translation Balance as of December 31, 2024 $ ( 72,781 ) Other comprehensive income (loss), attributed to ADS 10,996 Other comprehensive income (loss), attributed to AML 352,881 Other comprehensive income (loss), attributed to APL ( 12,971 ) Other comprehensive income (loss), attributed to ATECH ( 13,471 ) Total other comprehensive income (loss) 337,435 Balance as of June 30, 2025 $ 264,654 Accumulated Comprehensive Income: Cumulative Foreign Currency Translation Balance as of December 31, 2025 $ 296,257 Other comprehensive income (loss), attributed to ADS ( 22,363 ) Other comprehensive income (loss), attributed to AML ( 245,462 ) Other comprehensive income (loss), attributed to APL 42,723 Other comprehensive income (loss), attributed to ATECH 7,166 Other comprehensive income (loss), attributed to AIL - Total other comprehensive income (loss) ( 217,936 ) Balance as of June 30, 2026 $ 78,321 No amounts were reclassified out of accumulated other comprehensive income (loss) to net income during the three and six months ended June 30, 2026 or June 30, 2025. Total AOCI rolled forward above was $ 78,321 at June 30, 2026, which is presented in its entirety as accumulated other comprehensive income (loss) attributable to FDCTech, Inc. on the consolidated balance sheet. The December 31, 2025 balance of $ 296,257 is presented as accumulated other comprehensive income (loss) on the consolidated balance sheet. Because the undistributed earnings of the Company’s foreign subsidiaries are considered indefinitely reinvested, no deferred tax effect has been recorded on the OCI components presented (ASC 740-30-25-17). NOTE 12. NONCONTROLLING INTEREST Basis of presentation. Noncontrolling interest (“NCI”) represents the equity in consolidated subsidiaries that is not attributable, directly or indirectly, to the Company. The Company consolidates entities in which it holds a controlling financial interest and reports the portion of net income (loss), other comprehensive income (loss), and net assets attributable to the minority owners as noncontrolling interest in accordance with ASC 810, Consolidation. NCI is presented within total stockholders’ equity (deficit) on the consolidated balance sheets, separately from the equity attributable to the stockholders of FDCTech, Inc., and net income (loss) and comprehensive income (loss) attributable to NCI are presented separately on the face of the consolidated statements of operations and of comprehensive income (loss). Transactions with noncontrolling interest holders that do not result in a loss of control are accounted for as equity transactions, with no gain or loss recognized in net income; any difference between consideration and the carrying amount of the NCI acquired or relinquished is recognized directly in additional paid-in capital. Subsidiaries with noncontrolling interests. The Company’s noncontrolling interests consist of the 49 % minority interest in AD Advisory Services Pty Ltd. (“ADS”), held since the Company obtained control of ADS, and a 0.1 % interest in Alchemy International Ltd. (“AIL”) arising from the Company’s consolidation of AIL effective October 29, 2025. The Company holds a controlling financial interest in each of these subsidiaries and consolidates their results, attributing the proportionate share of their earnings, other comprehensive income (loss), and net assets to the noncontrolling interest holders. No noncontrolling interest is recognized for wholly owned subsidiaries. F- 35 NOTE 12. NONCONTROLLING INTEREST (continued) Changes in noncontrolling interest. The carrying amount of noncontrolling interest was $ 40,591 at March 31, 2026. During the three months ended June 30, 2026, the Company attributed net income (loss) of $ ( 34,926 ) and foreign currency translation attributable to NCI of $ ( 8,459 ) , resulting in a noncontrolling interest balance of $ ( 2,794 ) at June 30, 2026. The carrying amount of noncontrolling interest was $ 33,323 at December 31, 2025; during the six months ended June 30, 2026, the Company attributed net income (loss) of $ ( 28,685 ) and foreign currency translation attributable to NCI of $ ( 7,432 ) , resulting in the same $ ( 2,794 ) balance at June 30, 2026. For the comparative periods, noncontrolling interest was $ 14,199 at March 31, 2025 and $ 16,820 at December 31, 2024, and the Company attributed net income of $ 12,467 and foreign currency translation of $ 14,942 for the three months ended June 30, 2025, and net income of $ 33,777 and foreign currency translation of $ ( 8,989 ) for the six months ended June 30, 2025, resulting in a balance of $ 41,608 at June 30, 2025. The noncontrolling interest balances rolled forward above tie to the noncontrolling interest reported within stockholders’ equity (deficit) on the consolidated balance sheets and to the consolidated statements of stockholders’ equity (deficit). The following table presents the activity in the noncontrolling interest balance for the three and six months ended June 30, 2026 and 2025: SCHEDULE OF NONCONTROLLING INTEREST Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Balance, beginning of period $ 40,591 $ 14,199 Net income (loss) attributable to NCI ( 34,926 ) 12,467 Foreign currency translation — NCI ( 8,459 ) 14,942 Balance, end of period $ ( 2,794 ) $ 41,608 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Balance, beginning of period $ 33,323 $ 16,820 Net income (loss) attributable to NCI ( 28,685 ) 33,777 Foreign currency translation — NCI ( 7,432 ) ( 8,989 ) Balance, end of period $ ( 2,794 ) $ 41,608 NOTE 13. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the same amount by the weighted average number of shares of Common Stock outstanding plus the dilutive effect of potentially dilutive securities. The weighted average number of shares of Common Stock outstanding, used to compute basic earnings per share, was 4,230,868 for each of the three and six months ended June 30, 2026 and 2025, as retroactively adjusted for the reverse stock split described in Note 1, including fractional shares rounded up to the nearest whole share for each holder of record. The Company had no options, warrants, restricted stock units, or convertible debt outstanding during the three and six months ended June 30, 2026 or 2025. The Company had 2,371,844 shares of Series B Convertible Preferred Stock outstanding throughout the three and six months ended June 30, 2026, convertible at the option of the holder into shares of Common Stock at the conversion rate stated in the Series B Certificate of Designation of one hundred ( 100 ) shares of Common Stock for each share. Applying that stated conversion rate, 237,184,400 potentially dilutive shares of Common Stock were included in the computation of diluted earnings per share for the three and six months ended June 30, 2026, resulting in diluted weighted average shares outstanding of 241,415,268 for each period. The Series B Convertible Preferred Stock carries no cumulative dividend entitlement, and accordingly no adjustment to the numerator was required. The Series B Convertible Preferred Stock was antidilutive for the three and six months ended June 30, 2025, and was therefore excluded from the computation of diluted loss per share for those periods. The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings per share for the periods presented: SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 (Unaudited) (Restated, Unaudited) (Unaudited) (Restated, Unaudited) Net income (loss) attributable to FDCTech, Inc. shareholders — numerator 7,710,931 ( 437,923 ) 14,578,197 ( 145,111 ) Weighted average shares outstanding — basic denominator 4,230,868 4,230,868 4,230,868 4,230,868 Effect of dilutive Series B Convertible Preferred Stock 237,184,400 - 237,184,400 - Weighted average shares outstanding — diluted denominator 241,415,268 4,230,868 241,415,268 4,230,868 Earnings (loss) per share — basic 1.82 ( 0.10 ) 3.45 ( 0.03 ) Earnings (loss) per share — diluted 0.03 ( 0.10 ) 0.06 ( 0.03 ) On July 13, 2026, the Board of Directors approved the conversion of all outstanding shares of Series B Convertible Preferred Stock into 118,592,200 shares of Common Stock at a rate of fifty (50) shares of Common Stock for each share. Because that action occurred after June 30, 2026, it has not been given effect in the diluted computation above. See Note 16. F- 36 NOTE 14. INCOME TAXES FDCTech, Inc. (the “U.S. Parent”) is a standalone U.S. domestic C-corporation and files its U.S. federal and California state income tax returns separately. The Company’s operating subsidiaries — Alchemy Markets Ltd. (Malta), Alchemy Prime Limited (United Kingdom), AD Advisory Services Pty Ltd. (Australia), Alchemy International Ltd. (Seychelles) and Alchemytech Ltd. (Cyprus) — are separate legal entities that file and pay income tax in their own jurisdictions. The U.S. Parent does not include foreign subsidiary earnings in its U.S. returns, and the undistributed earnings of the foreign subsidiaries continue to be regarded as indefinitely reinvested outside the United States; accordingly, no deferred U.S. federal income tax liability has been recognized in respect of those earnings. The Company accounts for income taxes under ASC 740, Income Taxes, using the asset and liability method, and for interim periods applies the estimated annual effective tax rate to ordinary income in accordance with ASC 740-270. No provision for income taxes was recorded for the three or six months ended June 30, 2026 or 2025. The U.S. Parent has a history of standalone pre-tax losses and, as disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025, carries a full valuation allowance against its net deferred tax assets, together with an accumulated U.S. federal net operating loss carryforward of approximately $ 1,842,001 at December 31, 2025. Federal net operating losses arising after December 31, 2017, carry forward indefinitely but may offset no more than 80 % of taxable income in any year. Management has reassessed the valuation allowance at June 30, 2026 and concluded that a full allowance remains appropriate. The Company’s operating subsidiaries are separate taxpayers in Malta, the United Kingdom, Australia, Seychelles, Cyprus and the Cayman Islands. As of the date of this Report, the Company had not received complete current and deferred income tax information, computed under local law, from all of its foreign subsidiaries, nor confirmatory advice from local tax advisers regarding the treatment of intercompany balances settled during the quarter and the availability of local loss relief. Based on information presently available, management estimates that the consolidated provision for income taxes for the six months ended June 30, 2026, once determined, will be in the range of approximately $ 83,000 to $ 177,000 , reflecting current income tax arising principally at the Company’s Maltese subsidiary and an estimated charge at its Cypriot subsidiary, partially offset by the reversal of deferred tax liabilities at the foreign subsidiaries. Management does not presently expect the amount to be material to the Company’s consolidated financial position. In addition, the Company is assessing, with the assistance of its U.S. tax advisers, whether the earnings of its non-U.S. subsidiaries give rise to a current inclusion in the taxable income of FDCTech, Inc. under the U.S. controlled foreign corporation rules. That assessment is not complete, and the Company is unable at this time to estimate the amount of any such inclusion or the related tax, if any. Any amount ultimately determined in respect of the matters described above could differ materially from the estimate above and will be recorded in the period in which it is determined. The consolidated balance sheet includes a tax receivable of $ 85,119 at June 30, 2026 (December 31, 2025: $ 190,346 ), recoverable by Alchemy Markets Ltd. from the Maltese tax authorities. Malta levies corporate income tax at a standard rate of 35 %, subject to a shareholder refund mechanism that generally reduces the effective rate on distributed trading income to approximately 5%; the receivable represents amounts recoverable under that mechanism. The Company also recognized current income tax payable of $ 170,382 at June 30, 2026 (December 31, 2025: $ nil ), arising at Alchemy Markets Ltd., and deferred tax liabilities of $ 191,469 (December 31, 2025: $ 377,975 ), which relate to temporary differences arising at the foreign subsidiaries, principally Alchemy Markets Ltd., and are measured using the enacted tax rates of the relevant jurisdictions. The Company is subject to examination by the U.S. Internal Revenue Service, the California Franchise Tax Board, and the tax authorities of Malta, the United Kingdom, Australia, Seychelles and Cyprus. No income tax examinations were in progress at June 30, 2026, and no change in the Company’s assessment of uncertain tax positions arose during the six months ended June 30, 2026. NOTE 15. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. NOTE 16. SUBSEQUENT EVENTS AIL Seller’s Note The maturity of the $ 2,000,000 seller’s note obligation for the acquisition of AIL was extended to September 30, 2026 . Restatement and Non-Reliance — Sequence of Related Filings The determinations and filings described below through June 30, 2026 occurred during the period covered by this Report, are not subsequent events, and are described in Note 2; they are summarized here solely to present the sequence of related filings. The only event described below occurring after June 30, 2026 is the filing of Amendment No. 4 on Form 10-K/A on July 1, 2026. On June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded — having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2026 (as included in the Original Filing), as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May 13, 2025, as amended by Amendment No. 1 and Amendment No. 2 thereto), as of and for the three and six months ended June 30, 2025, and as of and for the three and nine months ended September 30, 2025, as well as the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 (as included in the Annual Report on Form 10-K filed April 17, 2026, as amended by Amendment No. 1 on Form 10-K/A filed April 22, 2026), should no longer be relied upon. The Company filed a Current Report on Form 8-K under Item 4.02 on June 8, 2026, providing notification of non-reliance and notifying the previously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c). On June 8, 2026, the Company filed Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, September 30, 2025, and March 31, 2026, in each case to restate the affected financial statements in accordance with ASC 250-10. The Company subsequently filed Amendment No. 3 on Form 10-K/A for the fiscal year ended December 31, 2025 on June 23, 2026 and Amendment No. 4 on Form 10-K/A for the fiscal year ended December 31, 2025 on July 1, 2026, in each case in response to comments received from the staff of the SEC; neither amendment restated the financial statements again. Reverse Stock Split On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware effecting a one-for-one hundred (1-for-100) reverse stock split of its issued and outstanding shares of Common Stock, with any resulting fractional share rounded up to the nearest whole share for each holder of record. Following announcement by the Financial Industry Regulatory Authority on its Daily List on July 9, 2026, the reverse stock split became effective, and the Company’s Common Stock began trading on a post-split basis at the open of business on July 10, 2026. Because the reverse stock split became effective after June 30, 2026 but before these consolidated financial statements were issued, all share and per-share amounts in these consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented, in accordance with ASC 260-10-55-12 and SEC Staff Accounting Bulletin Topic 4C. See Note 1. F- 37 Conversion of Series B Convertible Preferred Stock On July 13, 2026, the Board of Directors, acting by unanimous written consent, approved the conversion of all 2,371,844 outstanding shares of Series B Convertible Preferred Stock into 118,592,200 shares of Common Stock at a rate of fifty (50) shares of Common Stock for each share of Series B Convertible Preferred Stock. The Series B Certificate of Designation states a conversion rate of one hundred ( 100 ) shares of Common Stock for each share of Series B Convertible Preferred Stock. The shares of Common Stock were issued to eight holders in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and are restricted securities. Of the 118,592,200 shares of Common Stock issued on conversion, 99,592,200 shares, representing approximately 84.0% of the shares issued on conversion and approximately 81.1% of the Company’s outstanding Common Stock following the conversion, were issued to Mr. Gope S. Kundnani, a Director and the Company’s principal shareholder, and 15,000,000 shares were issued in the aggregate to Mitchell M. Eaglstein, the Company’s Chief Executive Officer and a Director, and Imran Firoz, the Company’s Chief Financial Officer and a Director. The conversion accordingly resulted in a substantial increase in the proportion of the Company’s outstanding Common Stock held by related parties. Prior to the conversion, Mr. Kundnani held a majority of the voting power of the Company’s outstanding capital stock through his holdings of Common Stock and Series A Preferred Stock, the latter of which carries fifty (50) votes per share. Accordingly, while the conversion increased Mr. Kundnani’s proportionate economic interest in the Company’s Common Stock, it did not result in a change of control of the Company. Following the conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding, and 4,500,000 shares of Series A Preferred Stock remain issued and outstanding. Because the conversion occurred after June 30, 2026, it is a non-recognized subsequent event under ASC 855-10 and no retroactive effect has been given to it; the consolidated balance sheet at June 30, 2026, continues to reflect 2,371,844 shares of Series B Convertible Preferred Stock outstanding. Capital Structure Subsequent to June 30, 2026, in connection with a review of the Company’s capital structure, the Company determined that certain amendments approved by written consent of the holders of a majority of the Company’s voting stock on September 4, 2025 had not been filed with the Secretary of State of the State of Delaware. On August 17, 2026, the Company submitted for filing a Certificate of Amendment to its Certificate of Incorporation increasing the authorized shares of preferred stock from 10,000,000 to 15,000,000 , and certificates of amendment to the Certificates of Designation of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock. These amendments are not effective until accepted by the Secretary of State and, accordingly, are not reflected in the accompanying condensed consolidated financial statements as of June 30, 2026. The Company will file a Current Report on Form 8-K upon acceptance. Term Sheet for the Acquisition of Larstal Limited On August 3, 2026, the Company entered into a non-binding term sheet to acquire the entire issued share capital of Larstal Limited, a United Kingdom company authorized by the Financial Conduct Authority, and its Danish subsidiary, for aggregate consideration of $ 2,350,000 . Completion is subject to execution of a definitive share purchase agreement and to regulatory approvals in the United Kingdom and Denmark. Certain deposit and interim payments totaling up to $ 2,350,000 in the aggregate become non-refundable as paid, other than in the event the Company’s due diligence identifies an undisclosed material default. The term sheet is not binding, and there can be no assurance that a definitive agreement will be executed or that the acquisition will be completed. No amounts have been recognized in these consolidated financial statements in respect of the proposed acquisition. ATECH Office Sublease Renewal On July 30, 2026, T.I.C.G. Integrated Solutions Ltd. (“ATECH”) and Aldeon Property Partners Ltd. executed a First Addendum to the sublease for the Limassol, Cyprus office premises, exercising the first renewal option and extending the term for a further two-year period commencing November 1, 2026 and expiring October 31, 2028 . Monthly rent remains € 8,000 plus VAT, with aggregate rent for the renewal period of € 192,000 plus VAT. Because the renewal was executed after June 30, 2026, it is a non-recognized subsequent event under ASC 855-10, and no right-of-use asset or lease liability has been recognized in respect of the renewal term at June 30, 2026. Share Purchase Agreement for the Acquisition of The Millionaire’s Club Ltd On August 7, 2026, the Company entered into a Share Purchase Agreement with TMC Holdings Ltd, a company registered in Malta (the “Seller”), to acquire one hundred percent (100%) of the issued and outstanding share capital of The Millionaire’s Club Ltd, a limited liability company registered in Malta that holds Type 1, Type 2 and Type 3 business-to-consumer gaming licenses issued by the Malta Gaming Authority (the “MGA”). The Share Purchase Agreement supersedes the non-binding letter of intent entered into between the parties on February 11, 2026, other than the confidentiality provisions thereof. The aggregate purchase price is € 150,000 , consisting of a non-refundable deposit of € 85,000 that was paid to an escrow agent in connection with the execution of the letter of intent and a non-refundable balance of € 65,000 payable to the escrow agent at closing. As a condition precedent to closing, the Seller and its ultimate beneficial owner are required to deliver irrevocable waiver declarations extinguishing shareholder liabilities of the acquired company aggregating € 821,098 and contributing such amounts to a capital reserve of the acquired company. Closing is deemed to occur upon submission of the duly executed share transfer documentation to the Malta Business Registry, on a date to be agreed between the parties. The Company is responsible for obtaining the MGA’s approval of the change of ownership following closing, and is required to provide working capital or credit lines to the acquired company as reasonably necessary to finance its ongoing operations. The Seller’s aggregate indemnification liability under the Share Purchase Agreement is limited to one hundred percent (100%) of the purchase price, subject to a € 5,000 basket. Because the Share Purchase Agreement was executed after June 30, 2026 and the closing had not occurred as of the date of issuance of this Report, the transaction is a non-recognized subsequent event under ASC 855-10. Accordingly, no acquisition accounting has been applied, no purchase price allocation has been performed, and the financial position and results of operations of The Millionaire’s Club Ltd are not included in these condensed consolidated financial statements. There can be no assurance that the conditions to closing will be satisfied or that the acquisition will be completed. The Company has evaluated all other events occurring after June 30, 2026, through the date of issuance of this Report and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed consolidated financial statements. F- 38