FDCT FDCTech Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report: January 21, 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)		(IRS. 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
Common		FDCT		OTC Markets

 

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.

 

January 27, 2025, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in acquiring and integrating small—to mid-size legacy financial services firms, announced the signing of a Letter of Intent (LOI) to acquire Alchemy Global Ltd. (“Alchemy Global”), a Seychelles-registered securities dealer authorized by the Financial Services Authority (FSA) under license number SD136.

 

FDC intends to purchase 100% of Alchemy Global’s shares, with the purchase price totaling $2,050,000, including Own Funds Capital of $50,000 and a premium of $2,000,000.

 

The foregoing description of the LOI with Alchemy Global does not purport to be complete. It is qualified in its entirety by reference to the full text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure

 

On January 23, 2025, the Company issued a press release announcing the LOI with Alchemy Group. We have furnished a copy of the press release as Exhibit 99.1 hereto, which is incorporated into Item 7.01 by reference.

 

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended unless specifically identified therein as being incorporated therein by reference.

 

ITEM 9.01

Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Letter of Intent (LOI) dated January 21, 2025.
99.1		Press release dated January 23, 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.
January 27, 2025		By:	/s/ Imran Firoz
Date			Imran Firoz
			Chief Financial Officer
			(Principal Executive Officer)

 

 

Exhibit 10.1

 

Article I. NON-BINDING LETTER OF INTENT

 

 

This Letter of Intent (hereinafter “LOI”) is set forth on 21^st day of January 2025 by and between:

 

	1)	SYNC CAPITAL LIMITED a company incorporated in the UK, with registered company number 10519029, with its headquarter offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (hereinafter the “Seller”); and
	2)	FDCTech INC, a company incorporated in the USA, with registered company number 81-1265459, with its headquarter offices at 200 Spectrum Drive, Suit 300, Irvine, 92618, California, USA (hereinafter the “Buyer”)

 

The Seller and the Buyer shall be collectively referred to as the “Parties” and individually the “Party”.

 

Article II. PREAMBLE:

 

 

	A.	The Seller is the existing shareholder of 100% of the share capital (hereinafter the “Shares”) of ALCHEMY GLOBAL LTD, a company incorporated in Seychelles with registration number 8429852-1, duly authorized by the Financial Service Authority (hereinafter the “FSA”) under license number SD136 to provide securities dealer services (hereinafter the “Company”).
	B.	The Buyer wishes to purchase the Shares of the Company from the Seller and the Seller wishes to sell the Shares to the Buyer.
	C.	The Parties agree to enter into this LOI in order to outline the principal terms and conditions whereby the Buyer would purchase the Shares from the Sellers (hereinafter the “Transaction”).

 

Article III. IT IS HEREBY AGREED AS FOLLOWS:

 

 

1.

The Buyer proposes to purchase the shares of the Company for a Purchase Price which consists of the following:

 

	1.1.	Own Funds Capital, and
	1.2.	$US2,000,000 minus the Own Funds Capital which will be the defined as the premium (the “Premium”).

 

2.

Payment Schedule: The payment for the Shares of the Company shall be made as following, the Buyer shall pay off in cash the Own Funds Capital of the Company and the Premium within 3 months as of the Change of Control, for the removal of any doubt, the Buyer has the sole right to substate the whole cash payment or any part of it, with the shares of the Buyer and which will amount to the same value.

 

 

	3.	Expenses and Maintenance Fees: The Buyer shall be responsible for all the expenses and/ or related costs for the ordinary running of the business and maintenance of the license of the Company in the amount of $US40,000 or less as applicable for the period commencing from 3 months after the execution date of the relevant SPA (hereinafter each being the “Closing Date”) until the respective approvals (or rejections) of FSA for the acquisition of the 100% of the Shares of the Company by the Buyer (hereinafter each being the “Interim Period”).
	4.	Normal Operations of the Business: During the Transitional Period, the Parties will operate the business in the ordinary course.
	5.	Assignment: The Parties hereby agree that neither of the Parties shall have the right to assign or otherwise transfer its rights of this LOI without the prior written consent of the other Party which will not be unreasonable withheld
	6.	NON-Binding: This LOI is a good faith expression of the mutual intent of the Parties to consummate the proposed Transaction herein but is not binding on either Party. The Parties agree to a mutual execution of a definitive SPA which will adopt the terms contemplated in this LOI in full and in more detailed description, within 45 (forty-five) days from the date of execution of this LOI by both Parties, provided that all the provisions of this LOI are affected and the results of the due diligence are accepted by the Buyer.
	7.	Exclusivity (No Shop) and Confidentiality Agreement: The Sellers agree not to offer the Company to any other potential buyer for a period of 45 (forty-five) days from the date of execution of this LOI by both Parties, during which period the Buyer will perform a due diligence on the Company and then will examine the results of the said and therefore, eventually a final SPA will be signed between the Parties.

 

The Parties agree that within 45 (forty-five) days from the date of this LOI, provided that all the provisions of this LOI are affected and the results of the due diligence are accepted by the Buyer, the Parties will be bound and will proceed with the Transaction with no undue delay. Both Parties agree to refrain from providing any information concerning the Transaction contemplated herein to any third party and to keep any information concerning the Transaction strictly confidential. Notwithstanding anything to the contrary, the Parties agree to only provide information to other parties on a “need to know” basis, in order to facilitate a timely closing of the Transaction. The provisions of this section are legally binding on both Parties to this letter.

 

	8.	Representations, Warranties and Indemnities: The Parties represent and warrant that they have or have received the necessary authority to enter into this LOI and that if the provisions of this LOI are met, a definitive SPA will be signed by the Parties.
	9.	Governing Law and Jurisdiction: This LOI and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Seychelles. Each Party irrevocably agrees that the courts of Seychelles, shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this LOI or its subject matter or formation.
	10.	Counterparts: This LOI may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
	11.	Variation/ Assignment: No variation and/or assignment of this LOI shall be valid unless it is in writing and signed by or on behalf of each of the Parties to it. The expression “variation” shall include any variation, supplement, deletion or replacement however effected.

 

 

Article IV. THE SELLER

 

 

(Sign.)
Name:	Gope Kundnani For and on behalf of
	SYNC CAPITAL LIMITED
	Date: January 21, 2025

 

Article V. THE BUYER

 

 

 

(Sign.)
Name:	Mitchell Eaglestein For and on behalf of FDCTech INC

 

Date: January 21, 2025

 

 

 

Exhibit 99.1

 

FDCTech, Inc. Announces Acquisition of Alchemy Global to Expand Market Presence in the Middle East and Asia

 

The Company is strengthening its balance sheet, achieving profitable growth, and establishing a global footprint with strategic market expansion.

 

Irvine, CA: January 23, 2025, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in acquiring and integrating small—to mid-size legacy financial services firms, announced the signing of a Letter of Intent (LOI) to acquire Alchemy Global Ltd. (“Alchemy Global”), a Seychelles-registered securities dealer authorized by the Financial Services Authority (FSA) under license number SD136. The acquisition is a strategic move aimed at establishing a significant presence in the Middle Eastern and Asian markets, with the deal expected to close by the third quarter of 2025, subject to customary closing conditions and regulatory approvals.

 

Transaction Highlights:

 

	●	Acquisition Structure: FDC intends to purchase 100% of Alchemy Global’s shares, with the purchase price comprising Own Funds Capital and a premium of $2,000,000 minus the Own Funds Capital.
	●	Strong Financials: For the nine months ending September 30, 2024, Alchemy Global reported revenues exceeding $4.00 million, a net income of $2.2 million, net assets of $3.88 million, client funds of over $6.7 million, and a working capital surplus of $3.80 million.
	●	Strategic Value Addition: Post-acquisition, FDC plans to integrate its proprietary trading platform and advanced risk management systems into Alchemy Global, enhancing client offerings and operational efficiency.

 

Rationale for the Acquisition:

 

The acquisition of Alchemy Global is strategically aligned with FDC’s objective to expand its market footprint in emerging economies with high growth potential. The Middle East and Asia represent untapped opportunities in the financial trading and brokerage sectors, driven by increasing demand for innovative trading solutions. Alchemy Global’s established presence and regulatory credentials in Seychelles provide a credible platform for FDC to enter these markets seamlessly.

 

Seychelles: A Premier Jurisdiction for FX Brokers

 

Seychelles has emerged as a reputable jurisdiction for financial and securities dealers, offering a robust regulatory framework under the oversight of the Financial Services Authority. Major global brokers, including Plus500, XTB, and eToro, conduct business in Seychelles, leveraging its business-friendly policies and strategic location. This makes Seychelles a highly attractive base for Alchemy Global’s continued growth and FDC’s expansion strategy.

 

Please visit our SEC filings or the Company’s website for more information on the full results and management’s plan.

 

 

About Alchemy Global Ltd.

 

Incorporated in November 2022, Alchemy Global has quickly established itself as a competitive player in the securities trading industry. The company’s financial stability, operational efficiency, and commitment to client satisfaction make it an ideal partner for FDC’s ambitious growth plans.

 

FDCTech, Inc.

 

FDCTech, Inc. (“FDC”) is a regulatory-grade financial technology infrastructure developer designed to serve the future financial markets. Our clients include regulated and OTC brokerages and prop and algo trading firms of all sizes in forex, stocks, CFDs, commodities, indices, ETFs, precious metals, and other asset classes. Our growth strategy involves acquiring and integrating small to mid-size legacy financial services companies, leveraging our proprietary trading technology and liquidity solutions to deliver exceptional value to our clients.

 

Press Release Disclaimer

 

This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.

 

Contact Media Relations

 

FDCTech, Inc.

info@fdctech.com

www.fdctech.com

+1 877-445-6047

200 Spectrum Center Drive, Suite 300,

Irvine, CA, 92618

 

 

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Cover	Jan. 21, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 21, 2025
Entity File Number	000-56338
Entity Registrant Name	FDCTECH, INC.
Entity Central Index Key	0001722731
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Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Spectrum Center Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	FDCT
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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