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Alchemy Investments Acquisition Corp 1

ALCY
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Business Summary

Alchemy Investments Acquisition Corp 1 (ALCY) is a blank check company, or Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on October 27, 2021, with the sole purpose of completing a business combination . The company has not engaged in any operations or generated any revenue to date, focusing instead on identifying and evaluating suitable target businesses . ALCY intends to pursue opportunities in deep technology, specifically focusing on data analytics, including companies involved in acquiring, processing, analyzing, and utilizing data from various systems and sources . This data is expected to be used for applications such as remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, and data science, along with their adjacent industries .

ALCY's core business model revolves around identifying and acquiring an operating business, offering an alternative to a traditional initial public offering for target companies . The company plans to generate non-operating income from interest on marketable securities held in its Trust Account . Revenue generation from operations is not expected until after the completion of an initial business combination . The primary customer segments are not explicitly defined, as ALCY is a SPAC seeking a target business, but the focus on deep technology and data analytics suggests a B2B or enterprise customer base for the eventual operating company.

On August 22, 2025, ALCY entered into a Business Combination Agreement with Cartiga, LLC, a Delaware limited liability company . The proposed transaction involves ALCY domesticating from the Cayman Islands to Delaware, merging with a wholly-owned subsidiary, Alchemy Acquisition Holdings, Inc. (Pubco), which will then merge with Cartiga, with Cartiga surviving as a wholly-owned subsidiary of Pubco . The combined entity will operate under an "Up-C" structure, with Pubco becoming the publicly traded reporting company named "Cartiga Holdings, Inc." . The Equity Value for Cartiga is set at $540,000,000 .

For the fiscal year ended December 31, 2025, ALCY reported a net loss of $1,098,247 . This consisted of operating and formation costs of $1,429,215 , offset by a gain on investments held in the Trust Account of $454,060 and dividend income of $11,239 , with related party interest expense of $134,331 . As of December 31, 2025, the company had cash and cash equivalents of $55,020 outside the Trust Account and investments held in the Trust Account totaling $8,813,038 . Total current assets were $78,905 , and total assets were $8,892,310 . Current liabilities amounted to $3,513,322 , including accounts payable of $777,895 , accrued expenses of $840,241 , accrued expenses - related party of $22,883 , accrued interest expenses - related party of $162,303 , and a promissory note - related party of $1,710,000 . Deferred underwriting fees payable were $5,175,000 . The company had a working capital deficit of $3,434,050 (excluding the amount held in Trust). The redemption value of Class A ordinary shares subject to possible redemption was $8,713,037 , representing 737,543 shares at $11.81 per share . The accumulated deficit was $(8,509,397) , resulting in a total shareholders' deficit of $(8,509,049) .

Comparing fiscal year 2025 to 2024, the net loss increased from a net income of $4,247,564 in 2024 to a net loss of $1,098,247 in 2025. Operating and formation costs rose from $1,192,408 in 2024 to $1,429,215 in 2025. The gain on investments held in the Trust Account significantly decreased from $5,454,963 in 2024 to $454,060 in 2025. Dividend income also saw a slight decrease from $12,981 in 2024 to $11,239 in 2025. Related party interest expense increased from $27,972 in 2024 to $134,331 in 2025. The number of Class A ordinary shares subject to possible redemption decreased from 1,061,963 shares at $10.98 per share in 2024 to 737,543 shares at $11.81 per share in 2025, following redemptions of 10,438,037 shares in 2024 and 324,420 shares in 2025 . The total funds in the Trust Account decreased from $11,851,808 in 2024 to $8,813,038 in 2025.

During the reported period, ALCY entered into a Business Combination Agreement with Cartiga, LLC on August 22, 2025 . Shareholders approved an amendment to the Company's Articles of Association on September 4, 2025, to extend the date for completing a business combination on a month-to-month basis until September 9, 2026 , by depositing the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share per month into the trust account . The amount deposited in September 2025 was $22,126.29 . In connection with this extension, 324,420 Class A ordinary shares were redeemed on September 11, 2025, resulting in $3,791,334 being removed from the trust account. After these redemptions, approximately $8,619,296 remained in the Trust Account. The company also obtained an additional $1,180,000 loan from its Sponsor to cover future costs and expenses.

Business Outlook

ALCY's primary objective is to complete its proposed business combination with Cartiga, LLC, which is expected to close in the first quarter of 2026, subject to shareholder approval and the fulfillment of customary closing conditions . The company has extended its deadline to complete a business combination until September 9, 2026, by making monthly deposits into the trust account, specifically the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share . As of September 2025, this monthly deposit amounted to $22,126.29 .

The growth areas for the combined entity, "New Cartiga," are implicitly tied to Cartiga's business, which is described as focusing on deep technology with data analytics, including applications in remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, and data science . The business strategy emphasizes capitalizing on the management team's experience and networks to source attractive deals and unlock value globally by accessing international capital markets . The company intends to target businesses with strong growth potential, historically demonstrated revenue growth, favorable future growth characteristics, and a durable business model resistant to macroeconomic volatility . Additionally, ALCY seeks target businesses with a unique market position, leading competitive technology, unique brand equity, and/or product competences, particularly those at a point of achieving high growth requiring additional expertise or capital . A key strategic objective is to acquire a target with an experienced operating management team that can benefit from the improved liquidity and additional capital provided by a successful U.S. listing to accelerate growth and build capital profile .

Operationally, the company expects to incur significant costs in pursuit of its business combination plans . Management has identified a material weakness in internal control over financial reporting related to the identification, estimation, accrual, and review of vendor expenses and other accrued liabilities . Remediation measures include enhancing period-end closing procedures for accrued expenses, formalizing inquiries of significant vendors regarding unbilled amounts, improving management review controls, and enhancing documentation for accrual estimates . The company's cash held outside the Trust Account, which was $55,020 as of December 31, 2025, is not anticipated to be sufficient for operations for at least one year, indicating a going concern uncertainty that management plans to address with the successful closing of a Business Combination .

Regarding capital allocation, ALCY has deferred underwriting fees of $5,175,000 and promissory notes totaling up to $1,710,000 due upon the completion of the business combination. The sponsor has agreed to loan the company additional funds, with $40,000 borrowed in January 2026 and $250,000 in February 2026, to cover future costs and expenses . Up to $1,500,000 of these working capital loans may be convertible into shares of the post-business combination entity at $10.00 per share . The company also pays Alchemy Investment Management LLC, an affiliate of its sponsor, $10,000 per month for secretarial and administrative support services, which will cease upon completion of the business combination or liquidation .

Management has explicitly flagged several structural headwinds and execution risks. The consummation of the Business Combination is subject to numerous conditions, including the effectiveness of a registration statement on Form S-4 and shareholder approval . If the Business Combination is not completed, ALCY may be unable to complete an alternative initial business combination before the September 9, 2026 deadline , which would lead to liquidation and worthless warrants . A minimum Available Closing Buyer Cash of $40,000,000 is a closing condition for the Cartiga transaction, and if this is not met and Cartiga waives the condition, the Sponsor will forfeit a portion of its shares . Geopolitical and macroeconomic developments, including armed conflicts, sanctions, tariffs, and related market volatility, could impair ALCY's ability to complete an initial business combination by increasing volatility, reducing liquidity, raising financing costs, and creating valuation uncertainty . Changes in laws or regulations, or their interpretation, such as the SEC's 2024 SPAC Rules, may also adversely affect the ability to negotiate and complete the business combination and increase associated costs and time .

Risk Factors

The most material risks facing Alchemy Investments Acquisition Corp 1 include the substantial doubt about its ability to continue as a going concern, given a working capital deficit of $3,434,050 (excluding the Trust Account) as of December 31, 2025, and insufficient cash outside the Trust Account to operate for at least one year . The company has a deadline of September 9, 2026, to consummate a business combination, and failure to do so will result in liquidation and warrants expiring worthless . The proposed business combination with Cartiga, LLC, is subject to numerous conditions, including shareholder approval and a minimum Available Closing Buyer Cash of $40,000,000 , and there is no assurance it will be consummated . Geopolitical and macroeconomic developments, such as armed conflicts and sanctions, could impair the ability to complete a business combination by increasing volatility, reducing liquidity, and raising financing costs . The company has identified a material weakness in internal control over financial reporting related to the completeness and timely recording of accrued vendor expenses and other accrued liabilities . Furthermore, the low initial price paid by the sponsor for founder shares ($0.0116 per founder share ) creates an incentive for the sponsor to complete a transaction even if it is unprofitable for public shareholders, as the implied value per public share upon consummation of the initial business combination is estimated at approximately $0.86 , a 92.72% decrease from the redemption value of $11.81 as of December 31, 2025, assuming no further redemptions and payment of deferred underwriting discounts of $5,175,000 . The sponsor, Alchemy DeepTech Capital LLC, is controlled by non-U.S. persons and owns approximately 22.8% of the issued and outstanding Ordinary Shares, which could subject a business combination with a U.S. business to review by CFIUS, potentially delaying or prohibiting the transaction .

Management Priorities

Management's message to shareholders emphasizes their commitment to completing the initial business combination with Cartiga, LLC, which is expected to close in the first quarter of 2026 . They acknowledge the company's "going concern" uncertainty due to a working capital deficit of $3,434,050 and insufficient cash outside the Trust Account, stating that the successful closing of the Business Combination is their plan to address this . Management has secured an extension for the business combination deadline until September 9, 2026 , by making monthly deposits into the trust account, with the most recent amount being $22,126.29 in September 2025. They also highlight the additional $1,180,000 loan from the Sponsor to cover future costs. Strategic priorities include leveraging the management team's extensive networks and experience to source and execute a business combination in deep technology with a focus on data analytics , targeting businesses with strong growth potential and unique market positions , and facilitating access to capital markets for the target business . Management is also actively implementing measures to remediate a material weakness in internal control over financial reporting related to accrued vendor expenses .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 7, MD&A — Results of Operations
  3. [3] Item 1, Business — General
  4. [4] Item 1, Business — General
  5. [5] Item 1, Business — Effecting Our Initial Business Combination
  6. [6] Item 7, MD&A — Results of Operations
  7. [7] Item 7, MD&A — Results of Operations
  8. [8] Item 1, Business — Proposed Business Combination with Cartiga
  9. [9] Item 1, Business — Proposed Business Combination with Cartiga
  10. [10] Item 1, Business — Proposed Business Combination with Cartiga
  11. [11] Item 8, Note 1 — Proposed Business Combination
  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Liquidity and Going Concern
  18. [18] Item 7, MD&A — Liquidity and Going Concern
  19. [19] Item 8, Consolidated Balance Sheets
  20. [20] Item 8, Consolidated Balance Sheets
  21. [21] Item 8, Consolidated Balance Sheets
  22. [22] Item 8, Consolidated Balance Sheets
  23. [23] Item 8, Consolidated Balance Sheets
  24. [24] Item 8, Consolidated Balance Sheets
  25. [25] Item 8, Consolidated Balance Sheets
  26. [26] Item 8, Consolidated Balance Sheets
  27. [27] Item 8, Consolidated Balance Sheets
  28. [28] Item 7, MD&A — Liquidity and Going Concern
  29. [29] Item 8, Consolidated Balance Sheets
  30. [30] Item 8, Note 2 — Class A Ordinary Shares Subject to Possible Redemption
  31. [31] Item 8, Consolidated Balance Sheets
  32. [32] Item 8, Consolidated Balance Sheets
  33. [33] Item 7, MD&A — Results of Operations
  34. [34] Item 7, MD&A — Results of Operations
  35. [35] Item 7, MD&A — Results of Operations
  36. [36] Item 7, MD&A — Results of Operations
  37. [37] Item 7, MD&A — Results of Operations
  38. [38] Item 7, MD&A — Results of Operations
  39. [39] Item 7, MD&A — Results of Operations
  40. [40] Item 7, MD&A — Results of Operations
  41. [41] Item 7, MD&A — Results of Operations
  42. [42] Item 7, MD&A — Results of Operations
  43. [43] Item 8, Note 2 — Class A Ordinary Shares Subject to Possible Redemption
  44. [44] Item 8, Note 2 — Class A Ordinary Shares Subject to Possible Redemption
  45. [45] Item 8, Note 2 — Class A Ordinary Shares Subject to Possible Redemption
  46. [46] Item 8, Note 2 — Class A Ordinary Shares Subject to Possible Redemption
  47. [47] Item 7, MD&A — Liquidity and Going Concern
  48. [48] Item 7, MD&A — Liquidity and Going Concern
  49. [49] Item 1, Business — Proposed Business Combination with Cartiga
  50. [50] Item 1, Business — Proposed Business Combination with Cartiga
  51. [51] Item 1, Business — Proposed Business Combination with Cartiga
  52. [52] Item 1, Business — Proposed Business Combination with Cartiga
  53. [53] Item 1, Business — Proposed Business Combination with Cartiga
  54. [54] Item 1, Business — Proposed Business Combination with Cartiga
  55. [55] Item 1, Business — Redemption of Public Shares and Liquidation if no Initial Business Combination
  56. [56] Item 7, MD&A — Proposed Business Combination
  57. [57] Item 7, MD&A — Liquidity and Going Concern
  58. [58] Item 7, MD&A — Liquidity and Going Concern
  59. [59] Item 1, Business — General
  60. [60] Item 1, Business — Business Strategy
  61. [61] Item 1, Business — Acquisition Criteria
  62. [62] Item 1, Business — Acquisition Criteria
  63. [63] Item 1, Business — Acquisition Criteria
  64. [64] Item 7, MD&A — Liquidity and Going Concern
  65. [65] Item 9A, Controls and Procedures — Management's Report on Internal Control over Financial Reporting
  66. [66] Item 9A, Controls and Procedures — Management's Report on Internal Control over Financial Reporting
  67. [67] Item 7, MD&A — Liquidity and Going Concern
  68. [68] Item 7, MD&A — Liquidity and Going Concern
  69. [69] Item 7, MD&A — Contractual Obligations
  70. [70] Item 7, MD&A — Contractual Obligations
  71. [71] Item 8, Note 11 — Subsequent Events
  72. [72] Item 8, Note 11 — Subsequent Events
  73. [73] Item 8, Note 11 — Subsequent Events
  74. [74] Item 13, Certain Relationships and Related Transactions, and Director Independence
  75. [75] Item 13, Certain Relationships and Related Transactions, and Director Independence
  76. [76] Item 13, Certain Relationships and Related Transactions, and Director Independence
  77. [77] Item 13, Certain Relationships and Related Transactions, and Director Independence
  78. [78] Item 1A, Risk Factors — We have entered into a definitive agreement for an initial business combination, but the Business Combination may not be consummated, in which case we may be required to liquidate.
  79. [79] Item 1A, Risk Factors — We have entered into a definitive agreement for an initial business combination, but the Business Combination may not be consummated, in which case we may be required to liquidate.
  80. [80] Item 1A, Risk Factors — We have entered into a definitive agreement for an initial business combination, but the Business Combination may not be consummated, in which case we may be required to liquidate.
  81. [81] Item 8, Note 1 — Proposed Business Combination
  82. [82] Item 8, Note 1 — Proposed Business Combination
  83. [83] Item 1A, Risk Factors — Adverse geopolitical and macroeconomic developments, including armed conflicts, sanctions, tariffs and related market volatility, could impair our ability to complete an initial business combination.
  84. [84] Item 1A, Risk Factors — Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.
  85. [85] Item 1A, Risk Factors — Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  86. [86] Item 1A, Risk Factors — Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  87. [87] Item 1A, Risk Factors — If we do not complete an initial business combination within the required period, we will be required to liquidate and our warrants will expire worthless.
  88. [88] Item 8, Note 1 — Proposed Business Combination
  89. [89] Item 1A, Risk Factors — We have entered into a definitive agreement for an initial business combination, but the Business Combination may not be consummated, in which case we may be required to liquidate.
  90. [90] Item 1A, Risk Factors — Adverse geopolitical and macroeconomic developments, including armed conflicts, sanctions, tariffs and related market volatility, could impair our ability to complete an initial business combination.
  91. [91] Item 1A, Risk Factors — We have identified a material weakness in our internal control over financial reporting. If we fail to remediate this material weakness, or if we identify additional material weaknesses in the future, we may be unable to accurately and timely report our financial condition or results of operations.
  92. [92] Item 1A, Risk Factors — Our sponsor paid an aggregate of $50,000 for the founder shares, or approximately $0.0116 per founder share.
  93. [93] Item 1A, Risk Factors — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  94. [94] Item 1A, Risk Factors — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  95. [95] Item 1A, Risk Factors — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  96. [96] Item 1A, Risk Factors — We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
  97. [97] Item 1A, Risk Factors — We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.
  98. [98] Item 7, MD&A — Proposed Business Combination
  99. [99] Item 7, MD&A — Liquidity and Going Concern
  100. [100] Item 7, MD&A — Liquidity and Going Concern
  101. [101] Item 7, MD&A — Liquidity and Going Concern
  102. [102] Item 7, MD&A — Liquidity and Going Concern
  103. [103] Item 1, Business — Redemption of Public Shares and Liquidation if no Initial Business Combination
  104. [104] Item 1, Business — Business Strategy
  105. [105] Item 1, Business — Acquisition Criteria
  106. [106] Item 1, Business — Acquisition Criteria
  107. [107] Item 9A, Controls and Procedures — Management's Report on Internal Control over Financial Reporting

Analysis on 5/22/2026