NOTE 16. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date these consolidated financial statements were issued and, other than as described below, has identified no events requiring recognition or disclosure.

Effectiveness of Registration Statement on Form S-1

On October 1, 2026, the Securities and Exchange Commission declared effective the Company’s Registration Statement on Form S-1 (File No. 333-298944), as amended. The registration statement does not relate to any underwritten offering by the Company, and no proceeds were received by the Company upon effectiveness.

Definitive Agreements for the Acquisition of Larstal Limited and Larstal Denmark ApS

On October 6, 2026, the Company entered into two related share purchase agreements to acquire all of the issued share capital of Larstal Limited, a United Kingdom company authorized by the Financial Conduct Authority (“FCA”) as an electronic money institution, and Larstal Denmark ApS, a Danish company authorized by the Danish Financial Supervisory Authority (“DFSA”) as an electronic money institution (together, the “Larstal Companies”), from their respective sellers, with AstroPay Global Holdings as guarantor. The base purchase price under each agreement is $1,175,000, for an aggregate base price of $2,350,000, payable as follows under each agreement: (i) a deposit of $117,500 paid under the August 3, 2026, term sheet and released to the seller upon execution; (ii) $117,500 upon submission of the change-in-control application to the FCA or the DFSA, as applicable; (iii) interim payments of $60,000 on the 15th day of each month from execution until completion; and (iv) the balance at completion. At completion, the Company will also pay an amount equal to each target company’s regulatory own-funds requirement, and the purchase price is subject to a customary completion-accounts adjustment. Deposits, execution payments and interim payments are non-refundable once paid, including if the regulators refuse to approve the change in control, except in the case of fraud by the seller. Completion of each agreement is conditioned on, among other things, approval of the change in control by the FCA or the DFSA, as applicable, which the Company was required to apply for within 14 days after execution, and either party may terminate if completion has not occurred within 12 months after October 6, 2026, subject to automatic extension while the regulatory applications remain under consideration. The Company has not completed either acquisition and, upon completion, expects to account for the transactions in accordance with ASC 805.

In connection with the FCA’s assessment of the change-in-control application, the Company has disclosed that its subsidiary Alchemy Prime Limited (“APL”) has, at the FCA’s invitation, accepted a voluntary requirement on its Part 4A permission under the U.K. Financial Services and Markets Act 2000, and that a skilled person review of APL under section 166 of that Act, which began on October 24, 2025, remains ongoing. The Company cannot predict the outcome of the skilled person review or its effect, if any, on the outcome or timing of the FCA’s assessment.

Directors’ and Officers’ Liability Insurance

Under the side letters described in Note 1, the Company was required to bind conforming directors’ and officers’ liability insurance by October 18, 2026. The Company has engaged an insurance broker to procure the required coverage, which had not been bound as of October 18, 2026, or as of the date of this Report. Neither director designee has exercised his or her right to terminate his or her Board of Directors Agreement as a result, and both conditional appointments remain in effect. There can be no assurance that the Company will obtain the required coverage on acceptable terms, or that a director designee will not subsequently elect to terminate his or her agreement.

Issuance of Common Stock for Services

On November 3, 2026, the Board of Directors approved, and the Company subsequently issued, 25,000 restricted shares of Common Stock to a director of the Company’s subsidiary Alchemy International Ltd. (“AIL”) as compensation for services rendered to AIL in connection with the oversight of its dealing desk and brokerage operations. The shares were fully vested upon issuance and were not issued under any equity incentive plan of the Company. The Company valued the shares at $103,750, or $4.15 per share, based on the closing price of the Common Stock on the grant date, and will recognize the related stock-based compensation expense in full during the three months ending December 31, 2026. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and are restricted securities. Following the issuance, the Company had 125,348,068 shares of Common Stock issued and outstanding.