{"url_path":"/sec/fdct/10-k/2026/item-9","section_key":"item-9","section_title":"Item 9 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","accession_number":"0001493152-26-027724","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":685,"has_tables":true,"body_markdown":"**ITEM\n9.**\n**CHANGES\nIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**\n\n \n\n**(a)\nDismissal of Independent Registered Public Accounting Firm**\n\n \n\nOn\nApril 3, 2025, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Olayinka Oyebola & Co.\n(“Olayinka”), Lagos, Nigeria (PCAOB Firm ID: 5968), as the Company’s independent registered public accounting firm,\neffective April 3, 2025.\n\n \n\nOlayinka\nwas dismissed due to its designation as a Prohibited Service Provider by OTC Markets Group. Olayinka served as the Company’s independent\nregistered public accounting firm from July 2, 2024, to April 3, 2025, and audited the Company’s consolidated financial statements\nfor the fiscal years ended December 31, 2024 and December 31, 2023, and reviewed the Company’s quarterly reports on Form 10-Q filed\nduring that period.\n\n \n\nDuring\nthe fiscal years ended December 31, 2025 and December 31, 2024, and through the date of Olayinka’s dismissal on April 3, 2025:\n\n** **\n\n**(i)**there were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure, or\nauditing scope or procedure, which, if not resolved to the satisfaction of Olayinka, would have caused Olayinka to make reference to\nthe matter in its reports on the Company’s consolidated financial statements for such periods; and\n\n** **\n\n**(ii)**there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.\n\n \n\nThe\nCompany provided Olayinka with a copy of the foregoing disclosures and requested that Olayinka furnish the Company with a letter addressed\nto the Securities and Exchange Commission (the “SEC”) stating whether or not Olayinka agreed with such disclosures. Olayinka\nprovided a letter dated April 3, 2025, stating its agreement with such statements. A copy of Olayinka’s letter is filed as Exhibit\n16.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025, which is incorporated herein by reference.\n\n** **\n\n**(b)\nEngagement of a New Independent Registered Public Accounting Firm**\n\n \n\nOn\nApril 3, 2025, the Board of Directors approved the engagement of LAO Professionals (PCAOB Firm ID: 7057) as the Company’s new independent\nregistered public accounting firm, effective April 3, 2025. LAO Professionals is a member of the Public Company Accounting Oversight\nBoard (PCAOB) in the United States and has been engaged to audit the Company’s consolidated financial statements for the fiscal\nyear ended December 31, 2025, and to reaudit the Company’s consolidated financial statements for the fiscal year ended December\n31, 2024.\n\n \n\nDuring\nthe fiscal years ended December 31, 2025 and December 31, 2024, and through April 3, 2025, the date of the Board’s decision to\nengage LAO Professionals:\n\n** **\n\n(i)\nthe Company did not consult with LAO Professionals regarding the application of accounting principles to any specific transaction, either\ncompleted or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or\nany financial statements; and\n\n \n\n(ii)\nthere were no matters that were the subject of a disagreement or a reportable event as described in Items 304(a)(2)(i) and 304(a)(2)(ii)\nof Regulation S-K.\n\n** **\n\n**(c)\nReaudit of Fiscal Year 2024 Financial Statements**\n\n \n\nAs\na result of the change in independent registered public accounting firm described above, the Company’s consolidated financial statements\nfor the fiscal year ended December 31, 2024, which were previously audited by Olayinka and included in the Company’s Annual Report\non Form 10-K filed with the SEC on March 3, 2025, were reaudited by LAO Professionals in connection with the preparation of this Annual\nReport. The audit opinion of Olayinka on December 31, 2024, on the consolidated financial statements is no longer valid and should not\nbe relied upon. The reaudit by LAO Professionals resulted in certain reclassifications and adjustments to the previously reported December\n31, 2024, consolidated financial statements. The restated December 31, 2024, financial statements, as audited by LAO Professionals, are\nincluded in Item 8 of this Annual Report. Investors are directed to Note 4 — Restatement of Previously Issued Financial Statements\nfor a description of the nature and effect of the restatement adjustments.\n\n** **\n\n**(d)\nForm 8-K Disclosure**\n\n \n\nThe\nCompany disclosed the change in its certifying accountant on a Current Report on Form 8-K filed with the SEC on April 4, 2025, under"}