v3.26.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN

 

  

Net Financial Assets

(Book Value)

   Purchase %   Purchase Price ($)   Type of Shares  Price per Shares   # of Shares 
   Local Currency   USD ($)                    
Shares of                           
APL  £1,118,035    1,362,594(1)   100.00%  $1,362,594   Series B  $1.41    966,379 
AML  2,255,556    2,351,192(2)   49.90%  $1,175,406   Series B  $1.41    833,621 
Total                 $2,538,000            1,800,000 

 

  (1) As of June 30, 2022, £1 = $1.2165, Net Financial Assets based on June 30, 2022, audited financial statements

 

  (2) As of November 30, 2022, €1 EUR = $1.042, Net Financial Assets based on November 30, 2022, audited financial statements
SCHEDULE OF PURCHASE PRICE ALLOCATION

AML’s Balance Sheet as of November 30, 2023 (Acquisition Date):

 

Description  Book Value, $ 
Assets:     
Cash and cash equivalents (1)   3,215,638 
Prepaid   5,277 
Financial Assets through profit and less (2)   1,070,795 
Related party guarantee (3)   1,340,432 
Accrued income   1,545,557 
Tax receivable (4)   175,538 
Capitalized software, net   295,391 
Fixed assets (5)   2,391 
Total assets:  $7,651,019 
Liabilities:     
Accounts Payable (6)   173,060 
Financial liability at fair value through profit and loss (7)   515,906 
      
Client funds(8)   2,773,824 
Deferred tax liabilities(9)   348,570 
Total liabilities  $3,811,360 
Net assets, (A)   3,839,660 
Accumulated other comprehensive income (loss), (B)   53,605 
Purchase Price, 833,621 Series B Preferred Stock valued at $1.41, (C)   1,175,406 
Increase in APIC (A) – (B) – (C)  $2,610,648 

 

APL Purchase Price Allocation

 

APL’s Balance Sheet as of November 30, 2023 (Acquisition Date):

 

Description  Book Value, $ 
Assets:     
Cash and cash equivalents, including cash at liquidity provider (1)   28,562,337 
Fixed assets (2)   157,520 
Prepaid   405,702 
Total assets:  $29,125,559 
Liabilities:     
Deferred Tax(9)   430,142 
Current liabilities - Creditors (10)   874,636 
Client funds (8)   26,239,126 
Related party advances   2,500,619 
Total liabilities  $30,044,523 
Net assets (A)   (918,964)
Accumulated other comprehensive income (loss), (B)   (5,539)
Purchase Price, 966,379 Series B Preferred Stock valued at $1.41, (C)   1,362,594 
Increase in APIC (A) – (B) – (C)  $(2,276,019)

 

(1) We recognize cash and cash equivalents held by AML and APL, and deposits in bank accounts and liquidity providers that can be accessed on demand or within 90 days.

 

(2) Financial assets at fair values for AML through profit and loss are derivative contracts in favor of AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

(3) Guarantee provided by Alchemy BVI as a parent to AML for any shortfall in the net capital.
   
(4) Estimated overpaid tax to the Commissioner of Tax Revenue, Malta.
   
(5) All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.
   
(6) Trade and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
   
(7) Financial liabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2.
   
(8) Customer net trading deposits are funds placed with the Company by clients intended to trade FX, securities, or other investment activities.
   
(9) We recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of November 30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled.
   
(10) Short-term borrowings are primarily composed of lines of credit and short-term loans from financial institutions.
SCHEDULE OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION

 

      
100% Net Book Value of AIL at October 31, 2025  $10,944,062 
Less: Consideration paid (per SPA)   (2,000,000)
Less: Non-Controlling Interest (0.1% of Net Book Value)   (10,944)
APIC – Capital Contribution from Controlling Shareholder  $8,933,118 
SCHEDULE OF AIL’s BALANCE SHEETS

AIL’s Balance Sheet as of October 31, 2025 (proxied Acquisition Date):

 

Description  Book Value, $ 
Assets:     
Plant and Machinery, net (1)   1,005 
Liquidity Provider Accounts, net (2)   10,815,560 
C/A – Alchemy Capital Markets Ltd (3)   24,994,050 
C/A – Alchemy Markets EU (4)   552,490 
Net Intercompany Receivables (5)   1,589,085 
Rebates Receivable   46,970 
Payment Gateways (6)   599,510 
Other Debtors, Prepayments, and Deposits   30,096 
Cash at Banks   5,954,369 
C/A – FXIFY   5,985 
Total assets:  $44,589,120 
Liabilities:     
Trade Creditors   91,268 
Client Money Liabilities – Retail (7)   618,443 
Client Money Liabilities – TTCA (7)   12,432,686 
C/A – Shareholders   50,000 
C/A – Intercompany (payable)   240,645 
C/A – Alchemy DMCC (8)   19,933,099 
Other Payables, Rebates, Accruals, and Sundry   278,917 
Total liabilities  $33,645,058 
Net assets (A)   10,944,062 
Non-Controlling Interest, 0.1% of Net Assets (B)   10,944 
Consideration paid, $2,000,000 cash (C)   2,000,000 
APIC – Capital Contribution (A) – (B) – (C)  $8,933,118 

 

(1) Plant and machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition Date. No fair value adjustment has been applied.
   
(2) Liquidity provider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading operations.
   
(3) Current account receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational balances at book value.
   
(4) Current account receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at book value.
   
(5) Net intercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and eliminated upon consolidation.
   
(6) Balances held with payment gateway providers represent client deposits and settlement amounts in transit.
   
(7) Client money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities. Retail client funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements.
   
(8) Current account payable to Alchemy DMCC, a related-party affiliate. This balance is included in the Company’s consolidated related-party disclosures. At December 31, 2025, this balance had increased to $25,512,642.
SCHEDULE OF EXCHANGE RATE

The exchange rate at the reporting end date:

 

 

   December 31,
2025
   December 31,
2024
 
USD: AUD  $1.4993    1.6168 
USD: EUR  $0.8523    0.9662 
USD: GBP  $0.7436    0.7990 

 

Average exchange rate for the period:

 

   Q1 2025   Q2 2025   Q3 2025   Q4 2025 
USD: AUD  $1.5939    1.5605    1.5282    1.5040 
USD: EUR  $0.9507    0.8814    0.8553    0.8590 
USD: GBP  $0.7944    0.7489    0.7417    0.7519