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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report: October 29, 2025
(Date
of earliest event reported)
FDCTECH,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-56338 |
|
81-1265459 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
200
Spectrum Center Drive, Suite 300
Irvine,
CA 92618
(Address
of principal executive offices, including zip code)
(877)
445-6047
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
SHARE
PURCHASE AGREEMENT
On
October 29, 2025, FDCTech, Inc., a Delaware corporation “(“FDCT” or the ““Company”), completed
the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer regulated under license number SD136 by the Financial
Services Authority (FSA) (the “Transaction”), pursuant to a Share Purchase Agreement, dated October 29, 2025 (the “Share
Purchase Agreement”). The change of control was approved on October 29, 2025, by the FSA.
Alchemy
International becomes a key operational subsidiary within the Company’s expanding global architecture, enabling the Company to
serve a broader base of offshore brokerages, high-frequency traders, and institutional clients seeking regulated access to foreign exchange
and multi-asset markets.
Pursuant
to the Share Purchase Agreement, the Company acquired
49,950 of 50,000 issued shares from Sync Capital Limited and Mr. Gope Shyamdas Kundnani, shareholders of Alchemy International Ltd.
effectively assuming full operating control of Alchemy International Ltd. Mr. Kundnani is the sole beneficial owner of Alchemy International
Ltd., holding his interest directly and indirectly through Sync Capital Limited. The consideration for the transaction is $2,000,000
(the “Purchase Price”), subject to adjustment based on regulatory own funds capital at closing. The Purchase Price, payable
in cash or in the form of the Company’s capital stock, is due by January 29, 2026.
As
Mr. Gope Shyamdas Kundnani is a member of the Company’s board of directors, the transaction is considered a related party transaction
for the purposes of Item 404(a) of Regulation S-K. The transaction was reviewed, voted upon and approved by the disinterested board members
prior to execution of the Share Purchase Agreement.
The
foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full text
of the Share Purchase Agreement, a copy of which is furnished as Exhibits 99.1 to this Current Report on Form 8-K and are incorporated
by reference.
| Item
7.01 |
Regulation
FD Disclosure. |
The
disclosure under Item 1.01 in this report on Form 8-K is incorporated by reference herein.
On
November 6, 2025, The Company issued a press release announcing the execution of
the Share Purchase Agreement. A copy of the press release is furnished as Exhibits 99.2 to this Current Report on Form 8-K and are
incorporated by reference.
Information
in this report on form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of
1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| ITEM
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
| |
Exhibit
Number |
|
Description |
| |
|
|
|
| |
99.1 |
|
Share Purchase Agreement date as of October 29, 2025. |
| |
99.2 |
|
Press release dated as of November 6, 2025. |
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
|
FDCTECH,
INC. |
| |
|
|
|
| November
10, 2025 |
|
By: |
/s/
Imran Firoz |
| Date |
|
|
Imran
Firoz |
| |
|
|
Chief
Finance Officer |
| |
|
|
(Principal
Executive Officer) |
