NOTE 14. SUBSEQUENT EVENTS

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 September 30, 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 will provide the required pro forma financial information and significant analyses in its SEC filings according to Rule 3-05 of Regulation S-X.

Xoala Asia — Mauritius PIS License

On November 6, 2025, Xoala Asia was granted a Payment Intermediary Services (“PIS”) license by the Financial Services Commission of Mauritius (the “FSC”) (license no. GB25204956) pursuant to Section 14 of the Financial Services Act 2007 (Mauritius) and the Financial Services Rules 2008. The PIS license authorizes Xoala Asia to operate as a payment intermediary in Mauritius and to build out the following activities consistent with its business plan:

Management is in the process of implementing the compliance, technology, and operating framework required by the FSC (including AML/CFT, safeguarding of client funds where applicable, operational resilience, data protection, and reporting). Commencement of commercial operations will depend on the successful onboarding of merchants and partners and continuing adherence to FSC requirements.

The granting of the PIS license occurred after the September 30, 2025 balance sheet date and does not provide additional evidence of conditions that existed at that date. Accordingly, under ASC 855 (U.S. GAAP), this is a non-recognized subsequent event (Type II). No adjustments have been made to the consolidated financial statements as of and for the period ended September 30, 2025. At the date these financial statements were issued, management cannot reasonably estimate the financial impact of this license on future periods.

In addition, this Amendment reclassifies the AIL acquisition described above from a third-party business combination under ASC 805 (as originally reported) to a transaction between entities under common control in accordance with ASC 805-50, reflecting Mr. Gope S. Kundnani’s control of both the Company and Sync Capital Limited (the seller). The Company has evaluated all other events occurring after September 30, 2025, through the date of issuance of this Amendment and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed consolidated financial statements.