What changed in this filing

/stocks — the workspaceLOADING

Item 1B. Unresolved Staff Comments

2025-03-31 compared with 2024-10-15 · 126 added, 51 removed, 15 unchanged (92% of the section changed)

STAFF COMMENTS

Irvine Lease, California, USA (Headquarter)

CYBERSECURITY

Company is committed to protecting the personal data shared by its clients and partners.

The Company employs a combination of industry-standard

security technologies, procedures, and organizational measures to safeguard personal data from unauthorized access, use, or disclosure.

Employees receive extensive training to ensure the privacy and confidentiality of client information.

Company’s Board of Directors possesses a foundational understanding of cybersecurity matters, reflecting the company’s ongoing

commitment to safeguarding its financial technology infrastructure.

While board members may not currently hold formal cybersecurity certifications

such as CISSP or CISM, several directors have prior experience in managing technology-driven businesses where data security and regulatory

compliance were integral to operations.

The Board remains actively engaged in cybersecurity oversight through regular updates from senior

management, including the Chief Technology Officer and other executives responsible for information security.

These updates typically

cover threat assessments, system vulnerabilities, incident response protocols, and regulatory developments.

This communication ensures

that the Board is informed of emerging risks and can provide appropriate strategic guidance in alignment with the Company’s overall

risk management framework.

its privacy policy, the Company outlines its data-sharing practices, stating that personal data is not sold or rented to third parties

without permission.

The company may disclose personal data in response to legal requirements or to establish or exercise its legal rights.

Additionally, the Company may collect and share personal data to investigate, prevent, or take action regarding illegal activities, suspected

fraud, or situations involving potential threats.

a developer of regulatory-grade financial technology, the Company ensures that its cybersecurity measures align with relevant regulations

and standards.

The company’s subsidiaries, such as Alchemy Markets Ltd.

and Alchemy Prime Limited, are regulated by financial authorities

like the Malta Financial Services Authority (MFSA) and the UK’s Financial Conduct Authority (FCA), respectively.

Compliance with

these regulatory bodies necessitates adherence to stringent cybersecurity protocols to protect client data and maintain the integrity

of financial operations.

While the Company implements robust cybersecurity

measures, it acknowledges the inherent risks associated with cyber threats.

Potential risks include unauthorized access, cyberattacks,

and data breaches, which could lead to financial loss, reputational damage, and regulatory penalties.

The company continuously assesses

and enhances its cybersecurity framework to mitigate these risks and protect stakeholders’ interests.

In summary, the Company prioritizes

cybersecurity through comprehensive measures, regulatory compliance, and ongoing risk management to safeguard its operations and client

Operating Leases

Lease, California, USA (Company’s Headquarter)

October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

8 unchanged sentences

compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses.

Limassol, Cyprus Lease, (Europe Office)

From February 2019 to July 2023, the Company leased office space in Limassol

District, Cyprus, from an unrelated party for a year.

The office’s monthly rent payment is $1,750, which is included in the general

and administrative expenses.

From July 2023 to the present, the Company leased a bigger office space in Limassol District, Cyprus, from

an unrelated party for a year.

The office’s monthly rent payment is approximately $3,500, which is included in the general and administrative

From July 2023 to the present, the Company leased office space for its CEO.

The office’s monthly rent payment is $3,500,

which is included in the general and administrative expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating

expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Australia (ADS Office)

January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia.

will continue on a month-to-month basis.

ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar

month before the month in which ADS intends to terminate the lease.

ADS is entitled to use the office and conference space if needed.

The new rent payment or membership fee for the ADS Office is around $125 per month and is included as the General and administrative

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Cyprus Lease (Company’s Executive Rental)

February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

monthly rent payment is $1,750, which is included in the general and administrative expenses.

From July 2023 to the present, the Company

leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year.

The office’s monthly rent payment

is approximately $3,500, which is included in the general and administrative expenses.

From July 2023 to the present, the Company leased

office space for its CEO.

The office’s monthly rent payment is $3,500, which is included in the general and administrative expenses.

The down payment for the lease was approximately $6,300.

The lease is for

one year and renewable two months before the term in June 2025.

Cyprus Lease, Europe (Ecastica)

October 2023 to January 2024, the Company leased office space in the Limassol District, Cyprus, for a specific purpose.

This space was

intended for our subsidiary, Alchemytech Ltd, to be established in Cyprus in March 2024.

The monthly rent payment for this office was

approximately $1,000, and the down payment for the lease was approximately $6,300.

These expenses were included in the general and administrative

Russia (Terminated)

February 2020, this agreement continues every year upon written request by the Company.

The Company uses the office for sales and marketing

in Europe and Asia.

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for

an eleven (11) month term.

The office’s rent payment is $500 per month, and the Company has included it in the General and administrative

From March 2020, this agreement continues a month-to-month basis until the Company, or the lessor chooses to terminate by

the agreement’s terms by giving thirty (30) days’ notice.

The Company uses the office for software development and technical

Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

In April 2023, we relocated

our personnel to Kazakhstan.

Assets and Lease Liabilities

Company has entered into operating lease agreements for its facilities and equipment.

The right-of-use asset (ROU) is measured at the

present value of the lease payments over the lease term, adjusted for lease incentives, initial direct costs, and any lease payments

made at or before the commencement date.

As of December 31, 2023, the ROU:

Lease liabilities are measured at the present value

of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%) at the lease commencement date.

The Operating Lease Liability was estimated to be $36,419 current and $3,264 noncurrent.

The lease expense for the fiscal year ended

December 31, 2023, consists of an operating lease expense of $42,390.

Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the

lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain

not to be exercised.

discount rate of 10.00% used to measure the lease liabilities was determined based on the Company’s incremental borrowing rate,

as the rate implicit in the lease is not readily determinable.

Company has included all rental expenses in the General and Administrative costs.

The lease is for one year and is renewable two months before the term ends in

This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use

(ROU) asset under ASC 842.

Cyprus Lease, Europe (ATECH Office)

August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou

Venizelou Street, Limassol, Cyprus.

The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech

Ltd (the “Sublessee”), with FDCTech, Inc.

acting as the Guarantor.

The leased premises are designated strictly for office use,

and any other usage is explicitly prohibited under the terms of the agreement.

The lease term is for twenty-four (24) months, commencing

on October 1, 2024, and expiring on September 30, 2026.

The lease agreement includes an option to extend the tenancy for up to two additional

two-year terms.

The rent is subject to a 5% increase for each renewal period.

Under the agreement, the Sublessee is obligated to pay

a total rent of €192,000 over the lease term, which is payable in monthly installments of €8,000 (or $8,600) plus VAT.

ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease

liability on its financial statements.

Julian, Malta (AML Office)

July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St.

Julian, PTM01, Malta.

As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”).

The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to

Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease.

AML is entitled to use

the office and conference space if needed.

The rent payment or membership fee for the AML Office is €1,659 per.

This agreement is

classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather

than recognizing a Right-of-Use (ROU) asset or lease liability.

Aviv, Israel (AML Sales Office)

July 1, 2023, AML has entered into a service agreement with Mindspace Ltd.

for the use of office space and related services at Menachem

Begin 11, Ramat Gan, Israel.

The agreement provides access to designated office space, common areas, and various business services, including

internet connectivity, printing, and conference room usage.

The agreement operates on a monthly, automatically renewing basis with a

total monthly fee of $4,500 (including VAT).

Additionally, an advance deposit of $6,300 was paid as security for the Company’s

obligations under the agreement.

Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate

the Company to a different office within the premises with prior notice.

AML does not have exclusive control over a specific office unit,

and Mindspace provides shared services across its facilities.

The agreement does not create a lease under ASC 842 – Leases and

is accounted for as a service contract.

As a result, payments under this agreement are classified as operating expenses rather than recognizing

a Right-of-Use (ROU) asset or lease liability.

United Kingdom (APL Office)

December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London,

The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy

Prime Limited, as the tenant.

The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent

of £112,500 (or $12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance rent, and

maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”) on or

after 2026, provided that a four-month prior written notice is given.

Additionally, the agreement requires APL to restore the premises

upon termination, including the removal of any alterations or fixtures made during the lease term.

Under ASC 842 - Leases, this agreement

qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

Rental expenses are included in General and Administrative

is no material pending legal or governmental proceedings other than ordinary routine litigation incidental to the business.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1B. Unresolved Staff Comments