NOTE 5. RELATED PARTY TRANSACTIONS

The Company has, from time to time, entered into transactions with related parties, including its founders, directors, principal shareholders, and entities controlled by them. The following describes related party balances and transactions as of and for the periods presented.

Nature of Relationships

The Company’s principal related parties are:

(i) Mr. Gope S. Kundnani, a Director of the Company and the beneficial owner of 180,000,000 shares of common stock (42.54%), 4,000,000 shares of Series A Preferred Stock (88.89%), and, through APSI Holdings Limited (a United Kingdom entity), 1,800,000 shares of Series B Convertible Preferred Stock (75.90%);

(ii) Mitchell M. Eaglstein and Imran Firoz, Co-Founders, Executive Officers, and Directors of the Company; and

(iii) certain non-consolidated affiliated entities controlled directly or indirectly by Mr. Kundnani, including Alchemy DMCC (United Arab Emirates), Alchemy Capital Markets (“ACM”) (United Kingdom), FXIFY Markets Ltd. (Labuan, Malaysia), and other Kundnani-affiliated sister entities, all of which are sister entities to the Company and not part of the consolidated group.

Related Party Receivables

Related party receivables totaled $35,019,729 as of March 31, 2026, compared to $40,090,051 as of December 31, 2025, a net decrease of $5,070,322 during the three months ended March 31, 2026.

As of March 31, 2026, the principal components of the related party receivable balance were: (i) approximately $26.8 million representing a net receivable from Alchemy DMCC, primarily reflecting Alchemy International Ltd.’s (“AIL”) approximately $28.1 million receivable from Alchemy DMCC, partially offset by smaller balances at FDCTech, Inc. and Alchemy Prime Limited; (ii) approximately $3.2 million representing a loan receivable carried by FDCTech, Inc. from FXIFY Markets Ltd., a non-consolidated affiliated sister entity controlled by Mr. Kundnani; and (iii) approximately $5.1 million of other balances, comprising a one-sided intercompany residual of approximately $4.9 million reclassified to related party receivable in connection with the restatement described in Note 2, residual intercompany timing differences after consolidation, and balances held at unaffiliated payment institutions.

As of December 31, 2025, the related party receivable balance was comprised primarily of approximately $35.8 million carried by AIL representing current account receivables from ACM and related affiliates, as further described in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, supplemented by the loan receivable from FXIFY Markets Ltd. described above at FDCTech, Inc.

Related Party Advances Payable

Related party advances payable totaled $3,821,179 as of March 31, 2026, compared to $29,197,470 as of December 31, 2025, a net decrease of $25,376,291 during the three months ended March 31, 2026. As of March 31, 2026, the $3,821,179 balance was comprised primarily of approximately $2.7 million owed by Alchemy Prime Limited and approximately $0.6 million owed at the FDCTech, Inc. parent level, in each case to Kundnani-affiliated sister entities, with the remainder representing smaller balances at the Company’s other subsidiaries and approximately $0.5 million of intercompany residual reclassified to related party advances in connection with the restatement described in Note 2. The December 31, 2025 balance was comprised primarily of approximately $25.5 million owed by AIL to Alchemy DMCC, approximately $3.7 million owed at the FDCTech, Inc. parent level and across other subsidiaries to Kundnani-affiliated sister entities, and other smaller balances.

During the three months ended March 31, 2026, the Company settled a net $25,376,291 of related party advances through a combination of (i) cash repayments to the related-party counterparties and (ii) non-cash netting arrangements with Alchemy DMCC, including the transfer back to AIL of certain trading positions previously held with Alchemy DMCC and other liquidity arrangements designed to manage AIL’s counterparty risk exposures. As a result of these arrangements, AIL’s net position with Alchemy DMCC moved from a net advance payable as of December 31, 2025, to a net receivable of approximately $26.8 million as of March 31, 2026. The aggregate settlement of the related party advances payable is reflected as a financing outflow in the condensed consolidated statement of cash flows for the three months ended March 31, 2026.

Accrued Expenses to Related Parties

Accrued expenses to related parties totaled $1,002,546 as of March 31, 2026, compared to $532,287 as of December 31, 2025. These amounts primarily represent accrued executive compensation owed to Mr. Eaglstein, the Company’s Chief Executive Officer, and Mr. Firoz, the Company’s Chief Financial Officer (through Thinkatalyst LLC, a Delaware limited liability company controlled by Mr. Firoz), each compensated at $15,000 per month under independent-contractor arrangements.

Other Q1 2026 Related Party Transactions

Other than the settlements and accruals described above, the principal related party transactions during the three months ended March 31, 2026 consisted of (i) the continued accrual of executive compensation to Messrs. Eaglstein and Firoz at $15,000 per month each on an independent-contractor basis; (ii) the continuing obligation in the amount of $2,000,000 under non-interest bearing seller financing provided by Sync Capital Limited (a Seychelles entity controlled and owned by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company), in connection with the Company’s acquisition of Alchemy International Ltd., which obligation matures on September 30, 2026 and is repayable from the proceeds of the Company’s contemplated listing of its common stock on a national securities exchange, and is presented as a component of Business acquisition loan on the consolidated balance sheets (see Note 7); and (iii) net activity in intercompany trading and rebate balances among the Company’s regulated subsidiaries (AML, APL, and AIL), all of which were eliminated in consolidation in accordance with ASC 810-10-45-1. There were no material new equity issuances, loans, or guarantees to or from related parties during the three months ended March 31, 2026.

Cross-Reference to Form 10-K/A

For additional historical background on related party transactions, including transactions prior to fiscal year 2025, refer to Item 13 (Certain Relationships and Related Transactions) of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025 (filed April 22, 2026).