Acquires AIL; FDCTECH (NASDAQ: FDCT) files late 10‑K notice

Rhea-AI Filing Summary

FDCTECH, Inc. submitted a Form 12b-25 (NT 10-K) notifying the SEC that its annual report on Form 10-K is late because it acquired a 100.00% equity interest in Alchemy International Limited on October 29, 2025 and requires extra time to complete AIL’s US GAAP audit and consolidate AIL’s financials.

The notification states the acquisition is expected to increase net assets by over $17 million as of December 31, 2025, produce revenues of over $13 million from the acquisition date to December 31, 2025, and yield net income of over $6 million for that same period. The notice was signed by Imran Firoz, Chief Financial Officer, on March 30, 2026.

Insights

CFO / SEC Reporting Specialist

Late 10-K due to acquisition accounting and consolidation work.

The company cites the October 29, 2025 acquisition of Alchemy International Limited (AIL) and ongoing US GAAP audit/review as the reason additional time is needed to consolidate AIL into FDCTECH’s financial statements. Completing an audit and intercompany consolidation can extend reporting timelines when completing foreign-acquired entity reviews.

Key dependencies are the completion of AIL’s audited results for the fiscal year ended December 31, 2024 and interim review through September 30, 2025. Subsequent filings will reveal the finalized impact once consolidation and audit procedures conclude.

M&A / Financial Integration Analyst

Acquisition materially increases reported assets, revenue, and income per the notice.

The notification quantifies expected effects: net assets of > $17 million, revenues > $13 million, and net income > $6 million for the post-acquisition period to December 31, 2025. These are management estimates tied to the consolidation effort.

Materiality and investor impact depend on confirmed audited figures in the eventual 10-K; watch for finalized consolidated statements and any audit adjustments in the filed report.

Key Figures

Acquisition date: October 29, 2025 Net assets increase: over $17 million Additional revenues: over $13 million +1 more

4 metrics

Acquisition date October 29, 2025 date FDCTECH acquired 100.00% of AIL

Net assets increase over $17 million expected as of December 31, 2025 from the acquisition

Additional revenues over $13 million from acquisition date to December 31, 2025

Net income contribution over $6 million from acquisition date to December 31, 2025

Key Terms

Rule 12b-25, US GAAP audit, consolidation

3 terms

Rule 12b-25 regulatory

"notification under Rules 12b-25(b) and (c) for late filings"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

US GAAP audit financial

"conducting AIL’s US GAAP audit and review for the fiscal year"

consolidation financial

"consolidating AIL’s financial statements with its financial statements"

Consolidation is a period when a stock’s price moves within a relatively narrow range, reflecting a balance between buyers and sellers after a prior rise or fall. It matters to investors because it often signals a pause before the next meaningful move — like a coiled spring — and helps with timing trades, setting risk limits and deciding whether momentum will resume upward or reverse downward.

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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number:	3235-0058
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	FORM 12b-25	SEC FILE NUMBER
		000-56338
		CUSIP NUMBER
		30259N104
	NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN

For Period Ended: December 31, 2025
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
☐ Transition Report on Form N-CEN
 
For the Transition Period Ended: ____________________

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

FDCTECH, INC.

Full Name of Registrant

Former Name if Applicable

200 Spectrum Center Drive, Suite 300

Address of Principal Executive Office (Street and Number)

Irvine, CA 92618

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, N-CEN or the transition report or portion thereof, could not be filed within the prescribed time period.

On October 29, 2025, the registrant acquired 100.00% equity interest in Alchemy International Limited (“AIL”), a Seychelles FX/CFD broker/dealer company licensed by the Financial Services Authority (FSA), established under the Financial Services Authority Act, 2013.

The registrant is conducting AIL’s US GAAP audit and review for the fiscal year ended December 31, 2024, and review of the interim period ending September 30, 2025, and consolidating AIL’s financial statements with its financial statements, and requires extra time to complete the consolidation without unreasonable time and expense.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Imran Firoz		(877)		445-6047
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ NO ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ NO ☐
	The acquisition of AIL will materially increase the net assets of over $17 million as of December 31, 2025, revenues of over $13 million from the acquisition date to December 31, 2025, and the net income of over $6 million from the acquisition date to December 31, 2025, of the registrant.

FDCTECH, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	March 30, 2026		By:	/s/ Imran Firoz
				Imran Firoz
				Chief Financial Officer
				(Principal Financial Officer)

FAQ

Why did FDCTECH (FDCT) file a Form 12b-25?

FDCTECH filed a Form 12b-25 to notify the SEC the company cannot timely file its Form 10-K. The delay is due to completing a US GAAP audit and consolidating financials after acquiring Alchemy International Limited on October 29, 2025.

How will the AIL acquisition affect FDCTECH’s financials?

The company states the acquisition will increase net assets by over $17 million as of December 31, 2025. It also expects revenues over $13 million and net income over $6 million for the acquisition period to December 31, 2025.

When does FDCTECH expect to complete the required audit and filing?

The notice indicates FDCTECH requires extra time to complete AIL’s US GAAP audit and consolidation. The Form 12b-25 does not specify a firm filing date for the delayed Form 10-K.

Who signed the late-filing notification for FDCTECH?

The Form 12b-25 was signed by Imran Firoz, Chief Financial Officer, on March 30, 2026, as the company contact for this notification and related inquiries.