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 nor generated any revenue to date, with its activities focused on organizational efforts, its initial public offering (IPO), and the subsequent search for a target business ². ALCY intends to pursue an initial business combination opportunity in the deep technology sector, specifically focusing on data analytics companies that acquire, process, analyze, and utilize data from various systems and sources ³. This data is expected to enable and deliver applications in areas 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 core business model of ALCY is to identify and acquire an operating business, providing an alternative to a traditional IPO for the target company ⁵. The company generates non-operating income primarily from interest earned on marketable securities held in its Trust Account ⁶. Revenue generation from operations is not expected until after the completion of an initial business combination ⁷. ALCY aims to create shareholder value by leveraging its management team's experience to improve business efficiency and grow revenue and profits organically or through acquisitions ⁸. The company targets businesses with strong growth potential, unique market positions (leading competitive technology, unique brand equity, or product competences), and those that can benefit from access to capital markets for accelerated growth and capital profile building ⁹.

ALCY has a single reportable segment, as its Co-Chief Executive Officer, Mattia Tomba, reviews the operating results for the company as a whole to make decisions about resource allocation and financial performance ¹⁰. Key metrics reviewed by the CODM include "Gain on investments held in Trust Account" and "Operating and formation costs" ¹¹. The former is used to measure and monitor shareholder value and investment strategy for Trust Account funds, while the latter helps manage and forecast cash to ensure sufficient capital for a business combination and compliance with contractual agreements and budgets ¹².

For the fiscal year ended December 31, 2025, ALCY reported a net loss of $1,098,247 ¹³. This consisted of a loss of approximately $1,429,215 derived from general and administrative expenses, partially offset by interest and dividends earned on marketable securities and interest expense of approximately $330,968 ¹⁴. As of December 31, 2025, the company had cash and cash equivalents of $55,020 ¹⁵ and investments held in the Trust Account totaling $8,813,038 ¹⁶. Total assets were $8,892,310 ¹⁷. Current liabilities amounted to $3,513,322 ¹⁸, including accounts payable of $777,895 ¹⁹, accrued expenses of $840,241 ²⁰, accrued expenses - related party of $22,883 ²¹, accrued interest expenses - related party of $162,303 ²², and a promissory note - related party of $1,710,000 ²³. The company also had a deferred underwriting fee payable of $5,175,000 ²⁴, bringing total liabilities to $8,688,322 ²⁵. The company reported a working capital deficit of $3,434,050 (excluding the amount held in Trust) ²⁶. Basic and diluted net loss per share for Class A ordinary shares-redeemable, Class A ordinary shares-non-redeemable, and Class B ordinary shares-non-redeemable was $(0.25) ²⁷.

Comparing fiscal year 2025 to 2024, the net loss in 2025 of $1,098,247 ¹³ represents a significant shift from the net income of $4,247,564 in 2024 ²⁸. Operating and formation costs increased from $1,192,408 in 2024 ²⁹ to $1,429,215 in 2025 ¹⁴. The gain on investments held in the Trust Account decreased substantially from $5,454,963 in 2024 ³⁰ to $454,060 in 2025 ¹⁴. Dividend income also saw a slight decrease from $12,981 in 2024 ³¹ to $11,239 in 2025 ³². Interest expense - related party increased from $27,972 in 2024 ³³ to $134,331 in 2025 ³⁴. The promissory note - related party balance grew from $530,000 in 2024 ³⁵ to $1,710,000 in 2025 ²³. The number of Class A ordinary shares subject to possible redemption decreased from 1,061,963 shares at a redemption value of $10.98 per share as of December 31, 2024 ³⁶ to 737,543 shares at a redemption value of $11.81 per share as of December 31, 2025 ³⁷. This was due to redemptions of 10,438,037 Class A ordinary shares in November 2024, removing approximately $114,357,720 from the trust account ³⁸, and further redemptions of 324,420 Class A ordinary shares in September 2025, removing $3,791,334 from the trust account ³⁹.

A significant operational development during the period was the entry into a Business Combination Agreement with Cartiga, LLC on August 22, 2025 ⁴⁰. This agreement outlines a plan for ALCY to domesticate from the Cayman Islands to Delaware, merging with a wholly-owned subsidiary, Alchemy Acquisition Holdings, Inc. (Pubco), which will then change its name to Cartiga Holdings, Inc. ⁴¹. Subsequently, another wholly-owned subsidiary, Alchemy Merger Sub, LLC, will merge with Cartiga, with Cartiga surviving as OpCo and becoming a wholly-owned subsidiary of Pubco ⁴². The Business Combination Agreement was unanimously approved by ALCY's disinterested directors on August 19, 2025 ⁴³. Shareholders also approved an amendment to the company's Articles of Association on September 4, 2025, to extend the date to complete 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 ⁴⁴. The amount deposited in September 2025 was $22,126.29 ⁴⁵.

ALCY is actively pursuing the consummation of its Business Combination with Cartiga, LLC, which is expected to close in the first quarter of 2026, pending shareholder approval and fulfillment of customary closing conditions ⁴⁶. The company's ability to continue as a going concern is dependent on the successful closing of this Business Combination ⁴⁷. Management plans to address the current working capital deficit of $3,434,050 ²⁶ through this successful closing.

The primary growth area for ALCY is the completion of the Business Combination with Cartiga, which operates in the deep technology sector with a focus on data analytics ⁴. The combined company, to be named Cartiga Holdings, Inc., will operate through Cartiga and its subsidiaries, maintaining an "Up-C" structure ⁴⁸. The Equity Value for the acquisition of Cartiga's limited liability equity interests is $540,000,000 ⁴⁹. This transaction is designed to allow existing Cartiga equity interest holders to retain ownership in Cartiga (OpCo Units), while ALCY shareholders will hold equity in Pubco (Class A Common Stock) ⁵⁰. The business combination is expected to provide Cartiga with greater access to capital and additional means of creating management incentives aligned with shareholder interests, potentially augmenting its profile among new customers and vendors and attracting talented employees ⁵¹.

The operational outlook for the combined entity, New Cartiga, includes a new management team, with Samuel Wathen as President and Chief Executive Officer, Michael Bogansky as Executive Vice President and Chief Financial Officer, James Brady as Executive Vice President and Head of Commercial Funding, and Ryan Melcher as Executive Vice President, General Counsel & Corporate Secretary ⁵². The board of directors will consist of no more than seven directors, with ALCY having the right to designate six and Alchemy DeepTech Capital, LLC one ⁵³. 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 ⁵⁴. Management has initiated remediation measures, 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 ⁵⁵.

Regarding capital allocation, ALCY has a deferred underwriting fee payable of $5,175,000 ²⁴ and an aggregate of up to $1,710,000 in promissory notes due upon the completion of the business combination as of December 31, 2025 ⁵⁶. The sponsor has agreed to loan the company additional funds, with two promissory notes signed in January 2026 for $40,000 and in February 2026 for $250,000 ⁵⁷. Up to $1,500,000 of working capital loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the lender's option ⁵⁸. The company will also bear the expenses incurred in connection with the filing of registration statements for the resale of securities held by founders, private placement investors, and those issued upon conversion of working capital loans ⁵⁹.

A structural headwind is the condition that the Available Closing Buyer Cash must not be less than $40,000,000 for the Business Combination to close ⁶⁰. 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 the closing cash decreases ⁶¹. For instance, if Available Closing Buyer Cash is less than $5,000,000, the Sponsor will maintain 1,700,000 shares ⁶². The company also faces risks from adverse geopolitical and macroeconomic developments, including armed conflicts, sanctions, tariffs, and related market volatility, which could impair its ability to complete the initial business combination or affect the target business's operations and financial performance ⁶³.

ALCY faces several material risks, including the overarching risk that its independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a "going concern" due to a working capital deficit of $3,434,050 (excluding the amount held in Trust) ²⁶ and the need to complete a business combination by September 9, 2026 ⁴⁷. The company has identified a material weakness in its internal control over financial reporting related to the design and operation of controls over the identification, estimation, accrual, and review of vendor expenses and other accrued liabilities, specifically an underaccrual of vendor fees during the year ended December 31, 2025 ⁵⁴. Geopolitical and macroeconomic developments, such as armed conflicts, sanctions, tariffs, and trade barriers, could adversely affect capital markets, increase volatility, reduce liquidity, raise financing costs, and impair access to capital, making it difficult to consummate a transaction on acceptable terms ⁶³. The requirement to complete an initial business combination within a specific timeframe (by September 9, 2026, with monthly deposits of $22,126.29 ⁴⁵) may give potential target businesses leverage in negotiations and limit due diligence time ⁶⁴. If the Business Combination with Cartiga is not consummated, ALCY may be required to liquidate, and its warrants would expire worthless ⁶⁵. The company is exempt from certain SEC rules for blank check companies, such as Rule 419, meaning investors do not receive the protections of those rules, including restrictions on transferability of securities or use of interest earned on trust account funds ⁶⁶. The sponsor's low initial purchase price of $50,000 for founder shares, or approximately $0.0116 per founder share ⁶⁷, creates an incentive for them to complete a business combination even if it is unprofitable for public shareholders, as their implied value could be substantially higher than their initial investment, even if the trading price of Class A Ordinary Shares is significantly less than $10.00 per share ⁶⁸. The company may issue additional Ordinary Shares, preference shares, or debt securities to complete a business combination, which could significantly dilute current shareholders' equity interest and potentially cause a change in control ⁶⁹. If third parties bring claims against ALCY, the proceeds in the trust account could be reduced, potentially leading to a per-share liquidation price less than $10.15 ⁷⁰. The company's sponsor, Alchemy Deeptech Capital LLC, is controlled by non-U.S. persons and owns approximately 22.8% of ALCY's issued and outstanding Ordinary Shares ⁷¹, 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 ⁷².

Management's message to shareholders emphasizes the company's focus on completing its initial business combination with Cartiga, LLC, which is expected to close in the first quarter of 2026, contingent on shareholder approval and other customary closing conditions ⁴⁶. The overall tone indicates a commitment to leveraging the management team's extensive experience in equity investments, finance, business operations, and deal negotiation to identify and execute attractive deep technology investment opportunities, particularly in data analytics ⁷³. A key strategic priority is to successfully navigate the Business Combination with Cartiga, which involves domesticating to Delaware and establishing an "Up-C" structure ⁴¹. Management is also focused on addressing the identified material weakness in internal control over financial reporting by enhancing period-end closing procedures for accrued expenses, formalizing inquiries with significant vendors, and improving management review controls and documentation ⁵⁵. Another strategic priority is to manage the company's liquidity, given the current working capital deficit of $3,434,050 ²⁶, and secure additional financing as needed, including through promissory notes from the sponsor, to fund transaction costs and future operations ⁵⁷. Management has extended the deadline to complete a business combination until September 9, 2026, by making monthly deposits into the trust account, with the latest deposit being $22,126.29 in September 2025 ⁴⁵.