8-K: FDCTech Acquires Alchemy International, Boosts Global Reach

FDCTech, Inc. has completed the acquisition of Seychelles-licensed securities dealer Alchemy International Ltd., significantly expanding its global regulatory footprint and institutional brokerage capabilities.

Summary

• FDCTech, Inc. (FDCT) completed the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer, on October 29, 2025.
• The acquisition involved 49,950 out of 50,000 issued shares, granting FDCTech full operating control.
• The purchase price is $2,000,000, subject to adjustment based on Alchemy's regulatory Own Funds Capital at closing.
• Payment is due by January 29, 2026, and can be made in cash or FDCTech's common stock at the company's discretion.
• Alchemy International reported unaudited GAAP revenue of $7,558,755 and net profit of $3,910,012 for the nine months ending September 30, 2025.
• For fiscal year 2024, Alchemy had revenue of $3,738,272 and net profit of $484,306.
• The transaction is considered a related-party transaction due to Mr. Gope Shyamdas Kundnani, a seller and beneficial owner of Alchemy, also being a member of FDCTech's board of directors. It was approved by disinterested board members.

Sentiment

Score: 8

Explanation: The acquisition of a profitable, growing, and regulated entity significantly enhances FDCTech's strategic position, global reach, and financial performance. The immediate earnings accretion and strong growth metrics of Alchemy International are highly positive, despite the related-party nature of the transaction and potential for stock-based payment.

Positives

• Expands FDCTech's global regulatory footprint with a Seychelles FSA SD License.
• Enables FDCTech to serve a broader base of offshore brokerages, high-frequency traders, and institutional clients.
• Provides regulated access to foreign exchange and multi-asset markets.
• Alchemy International is a profitable entity, adding immediate net income and boosting consolidated EBITDA for FY 2025.
• Offers platform synergies through integration with FDCTech's Condor Trading and Liquidity Stack, supporting cross-sell opportunities.
• Strengthens FDCTech's position as a vertically integrated trading and payments group.
• Alchemy's financial performance shows strong growth, with revenue more than doubling and net profit increasing significantly from FY 2024 to the first nine months of FY 2025.
• Client assets grew from $5,389,203 as of December 31, 2024, to $10,842,436 as of September 30, 2025.

Negatives

• The transaction is a related-party transaction, which can sometimes raise concerns about potential conflicts of interest, although it was approved by disinterested board members.
• The purchase price is subject to adjustment based on 'Own Funds Capital,' introducing a minor element of uncertainty until final determination.
• Payment can be made in company stock, which could lead to dilution for existing shareholders if a significant portion is paid in shares.
• The Buyer is responsible for up to $40,000 in expenses for the ordinary running of the business and license maintenance for a period post-closing, with potential for further negotiation if the regulatory approval period extends.

Risks

• Regulatory Compliance: Ongoing compliance with Seychelles Financial Services Authority regulations is crucial for Alchemy's operations.
• Integration Risk: Challenges in seamlessly integrating Alchemy's operations, technology, and client base with FDCTech's existing infrastructure.
• Market Risk: Exposure to volatility in foreign exchange and multi-asset markets, which could impact Alchemy's trading and hedging P&L.
• Related Party Transaction Scrutiny: While approved by disinterested directors, related-party transactions can attract increased scrutiny from investors and regulators.
• Payment Method Risk: If FDCTech chooses to pay in stock, the value of the consideration could fluctuate based on FDCTech's share price, and it could lead to shareholder dilution.
• Residual Shares: Failure by the seller to transfer the remaining 50 shares could constitute a breach of the agreement.

Future Outlook

FDCTech expects to consolidate Alchemy International's financials into its Q4 2025 reporting, implement Condor Trading connectivity, and commence cross-jurisdiction onboarding of new institutional clients under the Seychelles license. The acquisition is anticipated to be earnings accretive and boost consolidated EBITDA for FY 2025.

Management Comments

• "Alchemy International becomes a key operational subsidiary within our expanding global architecture, enabling us to serve a broader base of offshore brokerages, high-frequency traders, and institutional clients seeking regulated access to foreign exchange and multi-asset markets."
• "The transaction gives us ownership of a profitable offshore dealer with solid capital reserves and scalable infrastructure."
• "The acquisition of Alchemy International Ltd. significantly strengthens our position as a vertically integrated trading and payments group, complementing prior acquisitions in Europe (Malta, UK) and Australia."

Industry Context

This acquisition positions FDCTech to capitalize on the growing demand for regulated access to foreign exchange and multi-asset markets, particularly for offshore brokerages and high-frequency traders seeking efficient execution venues outside traditional European regulations. By expanding its global regulatory footprint to Seychelles, FDCTech enhances its competitive advantage against other fintech infrastructure providers and institutional brokerage firms, aligning with a trend towards diversified regulatory licenses and integrated trading solutions in the financial technology sector.

Comparison to Industry Standards

• The acquisition of a licensed securities dealer in Seychelles (FSA SD License) provides a regulatory arbitrage opportunity, allowing FDCTech to onboard clients that might face stricter regulations in traditional financial hubs like Europe. This strategy is common among global fintech firms seeking operational flexibility.
• Alchemy's reported revenue growth from $3.7 million in FY 2024 to $7.5 million in 9M 2025, and net profit growth from $0.48 million to $3.9 million, indicates a high-growth, profitable entity, which is a strong performance for a specialized securities dealer.
• The stated goal of integrating Alchemy with FDCTech's Condor Trading and Liquidity Stack for cross-selling Prime of Prime, custody, and technology-as-a-service solutions reflects a common industry strategy of vertical integration and leveraging proprietary technology to enhance client offerings and capture greater market share.

Corporate Governance

Related Party Transactions

• The acquisition of Alchemy International Ltd. is considered a related-party transaction because Mr. Gope Shyamdas Kundnani, a beneficial owner and seller of Alchemy, is also a member of FDCTech's board of directors.
• The transaction was reviewed, voted upon, and approved by the disinterested board members of FDCTech prior to execution of the Share Purchase Agreement.
• FDCTech will prepare and file all required disclosures regarding the transaction, including Regulation S-K Item 404 and ASC 850 (Related Party Disclosures).

Stakeholder Impact

• Shareholders: Potential for increased value through earnings accretion and strategic expansion. Potential for dilution if the purchase price is paid in company stock. Enhanced transparency through SEC disclosures.
• Employees: Alchemy International employees will become part of FDCTech's global operations, potentially leading to new opportunities or integration challenges.
• Customers: Alchemy's offshore brokerages, high-frequency traders, and institutional clients will gain access to FDCTech's broader technology and liquidity solutions. FDCTech's existing clients may benefit from expanded regulatory options.
• Suppliers/Partners: Potential for new or expanded relationships as FDCTech integrates Alchemy's operations and leverages its global architecture.
• Creditors: The acquisition of a profitable entity with solid capital reserves could strengthen FDCTech's overall financial position.

Next Steps

• FDCTech will consolidate Alchemy International's financials into its Q4 2025 reporting.
• Implement Condor Trading connectivity with Alchemy International.
• Begin cross-jurisdiction onboarding of new institutional clients under the Seychelles license.
• Seller to procure transfer of remaining 50 shares of Alchemy International or disclose holder and cause binding undertaking for transfer within 30 days post-Closing.
• FDCTech to prepare and file all required disclosures regarding the transaction, including Regulation S-K Item 404 and ASC 850.

Key Dates

Recommendation

The acquisition of Alchemy International Ltd. is a strategically sound move for FDCTech, significantly expanding its global regulatory footprint and institutional client base. Alchemy's strong financial performance, including substantial revenue and net profit growth, and its immediate earnings-accretive nature, suggest a positive impact on FDCTech's consolidated financials. The regulatory arbitrage and platform synergies are key benefits that should drive future growth and market positioning. While the related-party aspect requires careful oversight, the approval by disinterested board members mitigates immediate governance concerns. The potential for stock payment introduces some dilution risk, but the overall strategic and financial benefits outweigh this, making it an attractive investment opportunity for long-term growth.

Keywords

FDCTech, Alchemy International, Acquisition, Fintech, Securities Dealer, Seychelles FSA, Foreign Exchange, Multi-asset Markets, Institutional Brokerage, Related Party Transaction, Financial Technology, Trading Platform, Regulatory Arbitrage, EBITDA Accretive, Corporate Governance