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, as of September 30, 2026, the beneficial owner, directly and through APSI Holdings Limited (a United Kingdom entity), of 101,392,200 shares of common stock, including 99,592,200 shares issued upon the conversion of 1,991,844 shares of Series B Convertible Preferred Stock on July 13, 2026 (approximately 80.90% of the outstanding common stock), and 4,000,000 shares of Series A Preferred Stock (88.89%);

(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; and (iv) Sync Capital Limited (Seychelles), a shareholding company controlled and owned by Mr. Kundnani, which held the seller financing obligation described below and in Note 7 until its settlement during the three months ended September 30, 2026.

Related Party Receivables

Related party receivables totaled $6,492,563 as of September 30, 2026, compared to $40,090,051 as of December 31, 2025, a net decrease of $33,597,488 during the nine months ended September 30, 2026, principally reflecting the June 30, 2026, set-off and assignment arrangements described below and the collection of trading balances from related-party counterparties during the third quarter.

The largest counterparty is ACM, with a net receivable of approximately $4.0 million at September 30, 2026, compared with $15,294,937 at June 30, 2026, and $30,918,736 at March 31, 2026, the reduction reflecting the June 30, 2026, settlement of intercompany balances and collections during the third quarter. Other counterparties at September 30, 2026, are Alchemy Global at $2,081,735, FXPig Vanuatu at $1,847,777, Mr. Kundnani at $595,610 (representing the residual balance arising from the settlement of the stock subscription receivable under the Settlement Agreement described in Note 9, payable in cash on or before December 31, 2026, net of foreign currency remeasurement), Alchemy DMCC at $(863,030), Sync Capital at $265,170, Steven FS / BTFS at $111,633, FXIFY at $9,902, and Xoala Digital Poland at $(116,000). Other related-party balances, together with intercompany differences and amounts pending reclassification that are not yet allocated to a counterparty, comprise the remainder of the balance.

NOTE 5. RELATED PARTY TRANSACTIONS (continued)

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 $1,939,946 as of September 30, 2026, compared to $29,197,470 as of December 31, 2025, a net decrease of $27,257,524 during the nine months ended September 30, 2026. As of September 30, 2026, the $1,939,946 balance was comprised of approximately $1.1 million owed to Alchemy DMCC and approximately $0.5 million owed to Alchemy Capital Markets, in each case Kundnani-affiliated sister entities, approximately $0.2 million owed to Sync Capital, a shareholding company, and other smaller balances at the Company’s subsidiaries. The December 31, 2025, balance was comprised primarily of amounts owed by AIL to Alchemy DMCC, together with amounts owed at the FDCTech, Inc. parent level and across other subsidiaries, and other smaller balances.

During the nine months ended September 30, 2026, related party advances payable decreased by a net $27,257,524. That movement comprised non-cash extinguishments of $60,096,765, effected through the set-off and assignment arrangements completed on June 30, 2026, and described below, partially offset by $32,839,241 of net cash advances received from related-party counterparties, which is presented within financing activities in the condensed consolidated statements of cash flows. The non-cash arrangements included 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 advance payable to Alchemy DMCC was substantially reduced during the period, and the Company’s aggregate net payable to Alchemy DMCC decreased from approximately $29.1 million as of March 31, 2026, to approximately $1.1 million as of September 30, 2026. The Company held no net receivable from Alchemy DMCC as of September 30, 2026.

Supplemental Disclosure of Non-Cash Investing and Financing Activities

The settlement of the related party balances described above was effected on June 30, 2026, without any payment or receipt of cash. During the nine months ended September 30, 2026, the Company extinguished a net payable to Alchemy DMCC of $28,148,711, of which $5,257,670 was extinguished by assignment of the Company’s liquidity-provider balance with B2B Prime and $22,891,041 by offset against related party receivables. The Company also extinguished a non-trading payable to Alchemy Capital Markets Ltd. of $31,948,054 by offset, applied $54,839,095 against the client-trading receivable due from Alchemy Capital Markets Ltd., and applied rebates due to Alchemy Capital Markets Ltd. of $3,422,378 against the same balances. No cash was paid or received in connection with any of these arrangements, and accordingly they are excluded from the condensed consolidated statements of cash flows.

Accrued Expenses to Related Parties

Accrued expenses to related parties totaled $1,040,112 as of September 30, 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 Related Party Transactions

Other than the settlements and accruals described above, the principal related party transactions during the three and nine months ended September 30, 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 settlement, during the three months ended September 30, 2026, of the $2,000,000 non-interest bearing seller financing obligation to Sync Capital Limited (a Seychelles entity controlled and owned by Mr. Gope S. Kundnani, a Director and majority shareholder of the Company), incurred in connection with the Company’s acquisition of Alchemy International Ltd., by set-off against the $8,000,000 stock subscription receivable due from Mr. Kundnani, together with the settlement of the remaining subscription receivable through capital contributions to the Company’s subsidiaries, cash collections, and a reclassification of $603,718 to a receivable from Mr. Kundnani (see Notes 7 and 9); 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. Other than the settlement of the stock subscription receivable described above, there were no material new equity issuances, loans, or guarantees to or from related parties during the three and nine months ended September 30, 2026.

Intellectual Property Purchase Agreement – Iconic Advisors and Consulting Limited

On September 30, 2026, the Company entered into an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”) with Iconic Advisors and Consulting Limited (“Iconic”), a Nevada company owned by Robert J. Winters, a director of the Company’s subsidiary Alchemy International Ltd. Iconic is a related party of the Company within the meaning of ASC 850; however, Iconic and the Company are not under common control, and the transaction is accounted for as an asset acquisition under ASC 805-50 rather than as a business combination or a transfer between entities under common control.

Under the IP Purchase Agreement, the Company acquired from Iconic certain customer data, risk management software, and machine-learning fraud detection assets, together with the related intellectual property rights, books and records, and related rights (the “Purchased Assets”). No liabilities were assumed. The purchase price is satisfied solely by the extinguishment of a receivable of $3,165,290 due from Iconic arising from cash advances previously made by the Company (the “Settled Receivable”); no cash consideration is payable. The settled amount may not exceed $3,165,290 and is limited to the fair value of the Purchased Assets as determined by an independent valuation commissioned by the Audit Committee in accordance with ASC 820; any excess of the Settled Receivable over the settled amount remains outstanding and due from Iconic on its original terms. Accrued and unpaid interest on the Settled Receivable, if any, is excluded from the settled amount.

As of September 30, 2026, the Company reclassified the $3,165,290 Settled Receivable from loans and advances receivable to acquired intangible assets, which is presented within acquired intangible assets on the consolidated balance sheet and as a non-cash investing activity in the consolidated statements of cash flows. Closing of the IP Purchase Agreement is subject to customary conditions, including delivery of the independent valuation, approval by the disinterested directors and the Audit Committee, completion of technical and privacy diligence, and consultation with the Company’s independent registered public accounting firm. The Purchased Assets are finite-lived intangible assets that the Company will amortize on a straight-line basis over an estimated useful life of five (5) years, commencing in the fourth quarter of 2026. Because the acquisition was effective on September 30, 2026, no amortization of the acquired intangible assets was recorded during the three and nine months ended September 30, 2026. Based on the $3,165,290 carrying amount and 5 five-year useful life, estimated annual amortization expense is approximately $633,058, subject to finalization of the allocation of the settled amount among the Purchased Assets upon completion of the independent valuation.

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 for the fiscal year ended December 31, 2025 (as most recently amended by Amendment No. 4 on Form 10-K/A filed July 1, 2026).