FDCTech (FDCTD) delays Q2 report as preliminary profit jumps

Rhea-AI Filing Summary

FDCTech, Inc. filed a notice that its Form 10-Q for the quarter ended June 30, 2026 will be filed late under Rule 12b-25 because it has not yet received all required income tax information and advice from foreign subsidiaries in Malta, the United Kingdom, Australia, Seychelles, Cyprus and Mauritius. The company expects to file the report within the five-day extension period.

Based on preliminary unaudited data, FDCTech expects to report for the three months ended June 30, 2026 revenue of $17,472,536 versus $5,419,791 a year earlier, operating income of $7,383,880 versus an operating loss of $166,545, and net income of $7,710,931 versus a net loss of $437,923. For the six months ended June 30, 2026 it expects revenue of $32,687,028, operating income of $14,242,776 and net income of $14,578,197, all higher than the restated prior-year periods, reflecting consolidation of Alchemy International Ltd. and related subsidiaries acquired on October 29, 2025. These figures are preliminary and may change.

Positive

• Preliminary Q2 2026 results show revenue of $17,472,536, up from $5,419,791, indicating much larger scale after the Alchemy International acquisition.
• FDCTech expects a swing to profitability, with Q2 2026 net income of $7,710,931 versus a net loss of $437,923 in Q2 2025.
• For the first half of 2026, FDCTech anticipates operating income of $14,242,776 versus $241,300 a year earlier, suggesting significantly stronger operating performance.

Negative

• The company will file its June 30, 2026 Form 10-Q late and is relying on a Rule 12b-25 extension due to tax-reporting delays.
• Completion of income tax accounting depends on multiple foreign subsidiaries in six jurisdictions, adding complexity and timing risk to its reporting process.
• All disclosed 2026 figures are preliminary unaudited results and may differ materially from the final Form 10-Q amounts.

Key Figures

Q2 2026 Revenue: $17,472,536 Q2 2025 Revenue: $5,419,791 Q2 2026 Operating Income: $7,383,880 +5 more

8 metrics

Q2 2026 Revenue $17,472,536 Total revenues for the three months ended June 30, 2026 (preliminary)

Q2 2025 Revenue $5,419,791 Total revenues for the three months ended June 30, 2025 (restated)

Q2 2026 Operating Income $7,383,880 Operating income for the three months ended June 30, 2026 (preliminary)

Q2 2025 Operating Loss $166,545 Operating loss for the three months ended June 30, 2025 (restated)

Q2 2026 Net Income $7,710,931 Net income attributable to FDCTech, Inc. shareholders for Q2 2026 (preliminary)

Six Months 2026 Revenue $32,687,028 Total revenues for the six months ended June 30, 2026 (preliminary)

Six Months 2026 Net Income $14,578,197 Net income attributable to FDCTech, Inc. shareholders for the six months ended June 30, 2026 (preliminary)

Alchemy Acquisition Interest 99.90% Equity interest in Alchemy International Ltd. acquired on October 29, 2025

Key Terms

Rule 12b-25, transition report, preliminary unaudited results, deferred tax information, +1 more

5 terms

Rule 12b-25 regulatory

"seeks relief pursuant to <b>Rule 12b-25(b)</b>"

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.

transition report regulatory

"or the <b>transition report</b> or portion thereof"

preliminary unaudited results financial

"Based on <b>preliminary unaudited results</b>, which remain subject to completion"

deferred tax information financial

"provide current and <b>deferred tax information</b>, computed under local law"

net income attributable to FDCTech, Inc. shareholders financial

"<b>net income attributable to FDCTech, Inc. shareholders</b> of $7,710,931"

FAQ

Why is FDCTD’s Form 10-Q for June 30, 2026 being filed late?

FDCTech is using a Rule 12b-25 extension because it has not received all required tax information and advice from foreign subsidiaries needed to complete income tax accounting and related disclosures for the quarter and year-to-date periods.

What preliminary Q2 2026 revenue does FDCTD expect to report?

FDCTech expects Q2 2026 revenue of $17,472,536, compared with $5,419,791 for Q2 2025 (restated). The increase largely reflects the inclusion of Alchemy International Ltd. and related subsidiaries acquired on October 29, 2025.

How are FDCTD’s profits expected to change in Q2 2026 versus Q2 2025?

For Q2 2026, FDCTech currently expects net income of $7,710,931, versus a net loss of $437,923 in Q2 2025. Operating results are also expected to improve from a loss of $166,545 to operating income of $7,383,880.

What are FDCTD’s expected results for the first six months of 2026?

For the six months ended June 30, 2026, FDCTech expects revenue of $32,687,028, operating income of $14,242,776, and net income of $14,578,197, compared with $11,396,739 revenue, $241,300 operating income, and a $145,111 net loss a year earlier.

When does FDCTD expect to file the delayed Form 10-Q?

FDCTech states it expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, consistent with the relief provided under Rule 12b-25(b)(3) for late quarterly reports.

How did the Alchemy International acquisition affect FDCTD’s 2026 results?

FDCTech completed acquisition of a 99.90% equity interest in Alchemy International Ltd. on October 29, 2025. The 2026 periods fully include AIL and related subsidiaries, while the 2025 comparison periods do not, contributing to the significant changes in results.

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Available on EDGAR 08/17/2026 - 06:07 AM Accepted by SEC EDGAR 08/17/2026 - 06:02 AM Learn about SEC filing dates

		OMB APPROVAL
	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: June 30, 2026
☐ 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.

The registrant was unable to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense because it had not received all of the tax information and advice required from its foreign operating subsidiaries in order to complete its income tax accounting and related disclosures for the three and six months ended June 30, 2026. The registrant conducts its operations through subsidiaries in Malta, the United Kingdom, Australia, Seychelles, Cyprus and Mauritius, each of which is a separate taxpayer required to provide current and deferred tax information, computed under local law, for purposes of the registrant’s consolidated income tax accounting and disclosures.

For the foregoing reason, the registrant could not complete the Form 10-Q by the prescribed due date without unreasonable effort or expense. The registrant expects to file the Form 10-Q no later than the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25(b)(3).

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 ☐
	Yes. On October 29, 2025, the registrant completed its acquisition of a 99.90% equity interest in Alchemy International Ltd. (“AIL”). The three and six months ended June 30, 2025, do not include the results of AIL or of the other operating subsidiaries acquired in connection with that transaction, whereas the three and six months ended June 30, 2026, include those results in full. The registrant therefore anticipates reporting significant changes in its results of operations from the corresponding periods of the prior fiscal year. Based on preliminary unaudited results, which remain subject to completion of the registrant’s closing procedures, the registrant currently expects to report the following: For the three months ended June 30, 2026, the registrant expects to report total revenues of $17,472,536, compared with $5,419,791 for the three months ended June 30, 2025 (restated); operating income of $7,383,880, compared with an operating loss of $166,545; and net income attributable to FDCTech, Inc. shareholders of $7,710,931, compared with a net loss of $437,923. For the six months ended June 30, 2026, the registrant expects to report total revenues of $32,687,028, compared with $11,396,739 for the six months ended June 30, 2025 (restated); operating income of $14,242,776, compared with operating income of $241,300; and net income attributable to FDCTech, Inc. shareholders of $14,578,197, compared with a net loss of $145,111. The expectations set forth above are based on preliminary unaudited results, remain subject to change, and do not purport to be a complete presentation of the registrant’s results of operations for the periods presented. Actual results reported in the Form 10-Q may differ materially, including as a result of the matters described in Part III above.

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	August 17, 2026		By:	/s/ Imran Firoz
				Imran Firoz
				Chief Financial Officer
				(Principal Financial and Accounting Officer)