Alchemy Investments Acquisition Corp 1

Alchemy Investments Acquisition Corp 1 (ALCY) is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on October 27, 2021, with the sole purpose of effecting a business combination with one or more businesses ¹. The company has not engaged in any operations or generated revenue to date, focusing instead on identifying and evaluating suitable target businesses ². ALCY intends to pursue opportunities in deep technology, specifically focusing on data analytics companies that acquire, process, analyze, and utilize data from various systems and sources ³. 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, including their adjacent industries ⁴.

ALCY's business model is centered on identifying and acquiring an operating business, offering an alternative to a traditional initial public offering for target companies ⁵. The company aims to provide target businesses with greater access to capital and enhanced management incentives aligned with shareholder interests, while also augmenting their profile among potential customers and vendors and attracting talent ⁶. Revenue generation is not expected until after the completion of an initial business combination, with non-operating income currently derived from interest on marketable securities held in the Trust Account ⁷. The company's management team, led by Steven M. Wasserman (Non-Executive Chairman), Mattia Tomba and Vittorio Savoia (Co-Chief Executive Officers), and Harshana Sidath Jayaweera (Chief Financial Officer), leverages their experience and networks in equity investments, finance, business operations, and deal negotiation to source attractive investment opportunities ⁸.

For the fiscal year ended December 31, 2025, ALCY reported a net loss of $1,098,247 ⁹. This loss was primarily driven by operating and formation costs of $1,429,215 ¹⁰, partially offset by a gain on investments held in the Trust Account of $454,060 ¹¹ and dividend income of $11,239 ¹². The company also incurred interest expense related to a related party promissory note of $134,331 ¹³. As of December 31, 2025, ALCY had cash and cash equivalents of $55,020 ¹⁴ outside of the Trust Account and investments held in the Trust Account totaling $8,813,038 ¹⁵. The company had a working capital deficit of $3,434,050 ¹⁶ (excluding the amount held in Trust). Total liabilities amounted to $8,688,322 ¹⁷, including a deferred underwriting fee payable of $5,175,000 ¹⁸ and a promissory note to a related party of $1,710,000 ¹⁹. The redemption value of Class A ordinary shares subject to possible redemption was $8,713,037 ²⁰, representing 737,543 shares at $11.81 per share ²¹.

Comparing to the prior year, for the year ended December 31, 2024, ALCY reported a net income of $4,247,564 ²², which contrasts with the net loss of $1,098,247 ⁹ in 2025. Operating and formation costs increased from $1,192,408 ²³ in 2024 to $1,429,215 ¹⁰ in 2025. The gain on investments held in the Trust Account significantly decreased from $5,454,963 ²⁴ in 2024 to $454,060 ¹¹ in 2025. Interest expense related to a related party promissory note increased from $27,972 ²⁵ in 2024 to $134,331 ¹³ in 2025. Cash and cash equivalents outside the Trust Account decreased from $181,174 ²⁶ in 2024 to $55,020 ¹⁴ in 2025. Investments held in the Trust Account also decreased from $11,851,808 ²⁷ in 2024 to $8,813,038 ¹⁵ in 2025, primarily due to redemptions. The number of Class A ordinary shares subject to possible redemption decreased from 1,061,963 ²⁸ in 2024 to 737,543 ²¹ in 2025, with corresponding redemption values of $11,661,807 ²⁹ and $8,713,037 ²⁰, respectively.

A significant operational development was the entry into a Business Combination Agreement with Cartiga, LLC on August 22, 2025 ³⁰. This agreement outlines a plan for ALCY to domesticate from the Cayman Islands to Delaware, merging with Alchemy Acquisition Holdings, Inc. (Pubco), which will then change its name to Cartiga Holdings, Inc. ³¹. Subsequently, Alchemy Merger Sub, LLC will merge with Cartiga, with Cartiga surviving as a wholly-owned subsidiary of Pubco ³². The proposed transaction is expected to close in the first quarter of 2026, subject to shareholder approval and customary closing conditions ³³. In connection with this, on September 11, 2025, 324,420 Class A ordinary shares were redeemed, resulting in $3,791,334 ³⁴ being removed from the trust account, leaving approximately $8,619,296 ³⁵ in the Trust Account after redemptions. The company also approved an extension of the date to complete a business combination 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 ³⁶.

ALCY's primary outlook is centered on the successful consummation of its proposed Business Combination with Cartiga, LLC, which is expected to close in the first quarter of 2026 ³³. This transaction involves ALCY domesticating to Delaware and merging with Cartiga, with the combined entity operating under the name Cartiga Holdings, Inc. ³¹. The company's ability to continue as a going concern is dependent on the successful closing of this Business Combination, as its current cash held outside the Trust Account, amounting to $55,020 ¹⁴ as of December 31, 2025, is not sufficient to operate for at least one year from the financial statement issuance date ³⁷.

A major growth area for ALCY, post-business combination, will be the deep technology sector, with a specific focus on data analytics ³. The company intends to target businesses involved in acquiring, processing, analyzing, and utilizing data from various systems and sources ⁴. This data is expected to enable and deliver applications across diverse fields 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, including their adjacent industries ⁴. The strategy is to capitalize on the strong growth potential within the space and data economy and related services, seeking companies with historically demonstrated revenue growth, favorable future growth characteristics, and durable business models resistant to macroeconomic volatility ³⁸. ALCY aims to provide strategic advice, access to sufficient capital, and effective operational expertise to grow these businesses ³⁸.

Operationally, the company is focused on managing its liquidity to ensure it can continue operations until the Business Combination closes. It has extended the deadline to complete a business combination until September 9, 2026, by making monthly deposits into the trust account ³⁶. As of December 31, 2025, the company had deposited $388,504 ³⁹ for extensions, with an additional $298,504 ⁴⁰ deposited through December 2025. The monthly deposit amount is the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share ³⁶, which was $22,126.29 ³⁶ as of September 2025. 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 ⁴¹. Remediation measures are being implemented, including enhancing period-end closing procedures for accrued expenses, formalizing inquiries with significant vendors regarding unbilled amounts, and improving management review controls and documentation for accrual estimates ⁴².

In terms of capital allocation, the company has deferred underwriting fees of $5,175,000 ¹⁸ and promissory notes totaling $1,710,000 ¹⁹ due upon the completion of the business combination. The sponsor has agreed to loan the company additional funds, with two promissory notes signed in January 2026 for $40,000 ⁴³ and in February 2026 for $250,000 ⁴⁴. Up to $1,500,000 ⁴⁵ of such working capital loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share ⁴⁶. The company also pays Alchemy Investment Management LLC, an affiliate of its sponsor, $10,000 per month ⁴⁷ for secretarial and administrative support services until the 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 ³³. There is no assurance that the Business Combination will be consummated on the terms currently contemplated or at all ⁴⁸. If the Business Combination is not completed, ALCY may be unable to complete an alternative initial business combination before the September 9, 2026 ³⁶ deadline, which would require liquidation and render public warrants worthless ⁴⁹. A critical condition for the Cartiga Business Combination is that the Available Closing Buyer Cash must not be less than $40,000,000 ⁵⁰. If this condition is not met and Cartiga waives it, the Sponsor will be required to forfeit a portion of its shares in the combined company, with fewer shares retained as closing cash decreases ⁵¹. For example, if Available Closing Buyer Cash is less than $5,000,000 ⁵², the Sponsor will maintain 1,700,000 shares ⁵³.

ALCY faces material risks including adverse geopolitical and macroeconomic developments, such as armed conflicts, sanctions, tariffs, and related market volatility, which could impair its ability to complete an initial business combination by increasing volatility, reducing liquidity, raising financing costs, and creating valuation uncertainty ⁵⁴. The company has identified a material weakness in its internal control over financial reporting related to the identification, estimation, accrual, and review of vendor expenses and other accrued liabilities, which could lead to inaccurate and untimely financial reporting ⁴¹. A substantial doubt about ALCY's ability to continue as a going concern exists due to its working capital deficit of $3,434,050 ¹⁶ (excluding the amount held in Trust) as of December 31, 2025, and insufficient cash outside the Trust Account to operate for at least one year ³⁷. The requirement to complete a business combination by September 9, 2026 ³⁶ creates leverage for potential target businesses and limits due diligence time, potentially leading to unfavorable terms ⁵⁵. If the proposed Business Combination with Cartiga is not consummated, ALCY may be forced to liquidate, rendering warrants worthless ⁴⁹. The low initial price paid by the sponsor for founder shares ($50,000 ⁵⁶ for 4,312,500 shares, or approximately $0.0116 per share ⁵⁷) creates an incentive for the sponsor to complete a business combination even if it is unprofitable for public shareholders ⁵⁸. The issuance of additional ordinary shares, preference shares, or debt securities to complete a business combination could significantly dilute current shareholders' equity interest and potentially cause a change in control ⁵⁹. Third-party claims against ALCY could reduce the proceeds held in trust, leading to a per-share liquidation price less than $10.15 ⁶⁰. The company's sponsor, Alchemy DeepTech Capital LLC, is controlled by non-U.S. persons and owns approximately 22.8% ⁶¹ of ALCY's issued and outstanding Ordinary Shares, which could subject an initial business combination with a U.S. business to review by the Committee on Foreign Investment in the United States (CFIUS), potentially delaying or prohibiting the transaction ⁶².

Management's message to shareholders emphasizes the company's focus on completing its initial business combination with Cartiga, LLC, which is anticipated to close in the first quarter of 2026 ³³. They highlight the strategic intent to capitalize on the deep technology sector, particularly data analytics, leveraging their team's extensive experience and networks to source and execute value-creating transactions ³. A key strategic priority is to ensure the successful closing of the Cartiga Business Combination, which is critical for the company's going concern status, given the current working capital deficit of $3,434,050 ¹⁶ and limited cash outside the Trust Account ³⁷. Management has also prioritized addressing the identified material weakness in internal control over financial reporting by enhancing period-end closing procedures and improving review controls for accrued liabilities ⁴². Furthermore, they are committed to managing liquidity by making necessary monthly deposits into the trust account, with the latest extension allowing until September 9, 2026 ³⁶, to consummate a business combination, with a monthly deposit of the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share ³⁶, which was $22,126.29 ³⁶ as of September 2025.