SUBSEQUENT EVENTS	3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued, in accordance with ASC 855, Subsequent Events. The following events are disclosed. Change in Independent Registered Public Accounting Firm On April 3, 2025, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Olayinka Oyebola & Co. (“Olayinka”) as the Company’s independent registered public accounting firm following changes in Olayinka’s status with OTC Markets Group as a Prohibited Service Provider. On the same date, the Board approved the engagement of LAO Professionals (“LAO”) (PCAOB Firm ID No. 7057) as the Company’s independent registered public accounting firm, effective April 3, 2025. Formation of New Subsidiary On May 27, 2025, the Company formed a new wholly owned subsidiary, Prime Intermarket Group Eurasia (“PIG Eurasia”), incorporated in the Republic of Mauritius. PIG Eurasia is structured as a private company limited by shares and is regulated by the Financial Services Commission of Mauritius under the Companies Act. The subsidiary will operate under a SEC-2.1B Investment Dealer License (Full-Service Dealer, excluding Underwriting). Acquisition of Alchemy International Limited (Seychelles) On October 29, 2025, the Company completed the acquisition of 99.9% of the issued and outstanding shares of Alchemy International Limited (“AIL”), a Seychelles-incorporated company licensed by the Seychelles Financial Services Authority (FSA), from Sync Capital Limited (an entity controlled by Mr. Gope S. Kundnani, a related party), for total consideration of $2,000,000, evidenced by a business acquisition seller’s note. As Sync Capital Limited and the Company are entities under common control of Mr. Kundnani, the acquisition has been accounted for as a transaction between entities under common control in accordance with ASC 805-50. AIL has been combined with the Company at carrying value, resulting in a credit to additional paid-in capital of $8,933,118 and recognition of the $2,000,000 business acquisition seller’s note as a current liability. As described below, the maturity of the seller’s note was subsequently extended to September 30, 2026. Amendment to Series B Convertible Preferred Stock Conversion Terms In January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware. The amendment did not change the number of authorized or issued shares, nor any other rights, preferences, or privileges, except with respect to conversion rights. As amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder, into 100 shares of Common Stock (the “Base Conversion Rate”); however, if the Company completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such offering will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each share of Series B Convertible Preferred Stock (the Company anticipates a ratio of 10:1 would apply). Planned Uplisting to a National Securities Exchange In connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company engaged Lucosky Brookman LLP as legal counsel and E.F. Hutton & Co. LLC as financial advisor to assist with capital markets strategy, financing opportunities, and the uplisting process. The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission. As of the date these financial statements were available to be issued, the registration statement had not yet been filed. U.S.–Israel–Iran Military Conflict On February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, and Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict commercial shipping through the Strait of Hormuz. The Company maintains a sales office in Tel Aviv, Israel; as of the date these financial statements were available to be issued, that office had not experienced any material disruption to its operations as a direct result of the conflict. The Company’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of which are in the directly affected region. This event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at March 31, 2025, and does not result in any adjustment to the amounts recognized in these condensed consolidated financial statements. Series B Convertible Preferred Stock Ratification On March 24, 2026, the Company filed a ratification of Certificate of Designation with the Secretary of State of the State of Delaware, designating 3,000,000 shares of its authorized preferred stock, par value $0.0001 per share, as “Series B Convertible Preferred Stock.” Each share carries one vote, voting together with the Common Stock as a single class, and is convertible at the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio (ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $10,000,000 or more with an uplisting to Nasdaq or the NYSE. As of the date of issuance of these financial statements, 2,371,844 shares of Series B Preferred Stock were issued and outstanding. AIL Seller’s Note The maturity of the $2,000,000 seller’s note obligation for the acquisition of AIL was extended to September 30, 2026. Alchemy Markets (Cayman) Ltd. On May 19, 2026, the Cayman Islands Monetary Authority granted conditional approval for the transfer to the Company of 100% of Alchemy Markets (Cayman) Ltd., a non-operating CIMA-licensed company, which had not yet been completed as of the date these financial statements were available to be issued. This is a Type II non-recognized subsequent event under ASC 855-10. Alchemy Markets Ltd. (AML, Malta) On June 1, 2026, the Malta Financial Services Authority confirmed its no-objection to changing the name of the Company’s wholly owned Maltese subsidiary, Alchemy Markets Ltd., to “Crestmark Trading Ltd,” effective upon issuance of the altered certificate by the Malta Business Registry. This is a Type II non-recognized subsequent event under ASC 855-10 and is not expected to have a material effect on the Company’s consolidated financial statements. Restatement and Non-Reliance on Previously Issued Financial Statements On June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded — having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May 13, 2025 and Amendment No. 1 thereto), as of and for the three and six months ended June 30, 2025, as of and for the three and nine months ended September 30, 2025, and as of and for the three months ended March 31, 2026, as well as the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 (as included in the Annual Report on Form 10-K filed April 17, 2026 and Amendment No. 1 thereto), should no longer be relied upon. The Company filed a Current Report on Form 8-K under Item 4.02 on June 8, 2026, providing notification of non-reliance and notifying the previously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c). The Company is concurrently filing Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its quarterly reports for the periods listed above, to restate the affected financial statements in accordance with ASC 250-10. The Company has evaluated all other events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed consolidated financial statements.

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2025

NOTE 14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued, in accordance with ASC 855, Subsequent Events. The following events are disclosed.

Change in Independent Registered Public Accounting Firm

On April 3, 2025, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Olayinka Oyebola & Co. (“Olayinka”) as the Company’s independent registered public accounting firm following changes in Olayinka’s status with OTC Markets Group as a Prohibited Service Provider. On the same date, the Board approved the engagement of LAO Professionals (“LAO”) (PCAOB Firm ID No. 7057) as the Company’s independent registered public accounting firm, effective April 3, 2025.

Formation of New Subsidiary

On May 27, 2025, the Company formed a new wholly owned subsidiary, Prime Intermarket Group Eurasia (“PIG Eurasia”), incorporated in the Republic of Mauritius. PIG Eurasia is structured as a private company limited by shares and is regulated by the Financial Services Commission of Mauritius under the Companies Act. The subsidiary will operate under a SEC-2.1B Investment Dealer License (Full-Service Dealer, excluding Underwriting).

Acquisition of Alchemy International Limited (Seychelles)

On October 29, 2025, the Company completed the acquisition of 99.9% of the issued and outstanding shares of Alchemy International Limited (“AIL”), a Seychelles-incorporated company licensed by the Seychelles Financial Services Authority (FSA), from Sync Capital Limited (an entity controlled by Mr. Gope S. Kundnani, a related party), for total consideration of $2,000,000, evidenced by a business acquisition seller’s note. As Sync Capital Limited and the Company are entities under common control of Mr. Kundnani, the acquisition has been accounted for as a transaction between entities under common control in accordance with ASC 805-50. AIL has been combined with the Company at carrying value, resulting in a credit to additional paid-in capital of $8,933,118 and recognition of the $2,000,000 business acquisition seller’s note as a current liability. As described below, the maturity of the seller’s note was subsequently extended to September 30, 2026.

Amendment to Series B Convertible Preferred Stock Conversion Terms

In January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware. The amendment did not change the number of authorized or issued shares, nor any other rights, preferences, or privileges, except with respect to conversion rights. As amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder, into 100 shares of Common Stock (the “Base Conversion Rate”); however, if the Company completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such offering will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each share of Series B Convertible Preferred Stock (the Company anticipates a ratio of 10:1 would apply).

Planned Uplisting to a National Securities Exchange

In connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company engaged Lucosky Brookman LLP as legal counsel and E.F. Hutton & Co. LLC as financial advisor to assist with capital markets strategy, financing opportunities, and the uplisting process. The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission. As of the date these financial statements were available to be issued, the registration statement had not yet been filed.

U.S.–Israel–Iran Military Conflict

On February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, and Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict commercial shipping through the Strait of Hormuz. The Company maintains a sales office in Tel Aviv, Israel; as of the date these financial statements were available to be issued, that office had not experienced any material disruption to its operations as a direct result of the conflict. The Company’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of which are in the directly affected region. This event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at March 31, 2025, and does not result in any adjustment to the amounts recognized in these condensed consolidated financial statements.

Series B Convertible Preferred Stock Ratification

On March 24, 2026, the Company filed a ratification of Certificate of Designation with the Secretary of State of the State of Delaware, designating 3,000,000 shares of its authorized preferred stock, par value $0.0001 per share, as “Series B Convertible Preferred Stock.” Each share carries one vote, voting together with the Common Stock as a single class, and is convertible at the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio (ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $10,000,000 or more with an uplisting to Nasdaq or the NYSE. As of the date of issuance of these financial statements, 2,371,844 shares of Series B Preferred Stock were issued and outstanding.

AIL Seller’s Note

The maturity of the $2,000,000 seller’s note obligation for the acquisition of AIL was extended to September 30, 2026.

Alchemy Markets (Cayman) Ltd.

On May 19, 2026, the Cayman Islands Monetary Authority granted conditional approval for the transfer to the Company of 100% of Alchemy Markets (Cayman) Ltd., a non-operating CIMA-licensed company, which had not yet been completed as of the date these financial statements were available to be issued. This is a Type II non-recognized subsequent event under ASC 855-10.

Alchemy Markets Ltd. (AML, Malta)

On June 1, 2026, the Malta Financial Services Authority confirmed its no-objection to changing the name of the Company’s wholly owned Maltese subsidiary, Alchemy Markets Ltd., to “Crestmark Trading Ltd,” effective upon issuance of the altered certificate by the Malta Business Registry. This is a Type II non-recognized subsequent event under ASC 855-10 and is not expected to have a material effect on the Company’s consolidated financial statements.

Restatement and Non-Reliance on Previously Issued Financial Statements

On June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded — having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May 13, 2025 and Amendment No. 1 thereto), as of and for the three and six months ended June 30, 2025, as of and for the three and nine months ended September 30, 2025, and as of and for the three months ended March 31, 2026, as well as the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 (as included in the Annual Report on Form 10-K filed April 17, 2026 and Amendment No. 1 thereto), should no longer be relied upon. The Company filed a Current Report on Form 8-K under Item 4.02 on June 8, 2026, providing notification of non-reliance and notifying the previously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c). The Company is concurrently filing Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its quarterly reports for the periods listed above, to restate the affected financial statements in accordance with ASC 250-10.

The Company has evaluated all other events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed consolidated financial statements.