Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) Non-Reliance Determination

On June 23, 2026, the Board of Directors (the "Board") of FDCTech, Inc. (the "Company"), after consultation with management and LAO Professionals ("LAO"), the Company's current independent registered public accounting firm, and having completed its evaluation of the nature and magnitude of the errors described below, concluded that the following previously issued financial statements of the Company should no longer be relied upon: (i) the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on December 31, 2024; (ii) the unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2024, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on December 31, 2024; and (iii) the unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on December 31, 2024 (collectively, the "Affected 2024 Interim Periods"). Related earnings releases and other communications describing the Company's financial results for the Affected 2024 Interim Periods should similarly no longer be relied upon.

Background

As previously disclosed in the Company's Current Report on Form 8-K filed on April 4, 2025, on April 3, 2025 the Board approved the dismissal of Olayinka Oyebola & Co. ("Olayinka") as the Company's independent registered public accounting firm following Olayinka's designation as a Prohibited Service Provider by OTC Markets Group, and approved the engagement of LAO (PCAOB Firm ID: 7057) as its successor independent registered public accounting firm, effective April 3, 2025.

On June 3, 2026, the Company filed a Current Report on Form 8-K under Item 4.02 concluding that certain previously issued financial statements, including its audited consolidated financial statements as of and for the fiscal year ended December 31, 2024, should no longer be relied upon, and the Company restated those financial statements in Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on June 8, 2026. Subsequently, on June 18, 2026, the Company received a comment letter from the staff of the SEC's Division of Corporation Finance which, among other things, requested that the Company address whether the restatement of its fiscal year 2024 financial statements also affected the Company's 2024 interim periods. Management, in consultation with LAO, evaluated the effect of the previously identified errors on the Company's unaudited condensed consolidated financial statements for the Affected 2024 Interim Periods, individually and in the aggregate, under SEC Staff Accounting Bulletin No. 99 (Materiality) and No. 108 and ASC Topic 250, "Accounting Changes and Error Corrections." Upon completion of that evaluation, the Board reached the non-reliance conclusion described in this Item 4.02 on June 23, 2026.