Alchemy Investments Acquisition Corp 1

ALCY

Overview

• Type: Blank-check special purpose acquisition company (SPAC), referenced as ALCY.
• Jurisdiction: Cayman Islands exempted company; planning to domesticate to Delaware in connection with a proposed business combination.
• Purpose: Formed to complete a merger, share exchange, asset acquisition, share purchase, reorganization or other similar transaction with one or more target businesses (an “initial business combination”).
• Recent activity: In August 2025, ALCY entered into a Business Combination Agreement with Cartiga, LLC and related parties. A Form S-4 filing is expected/has occurred in connection with that proposed combination.
• Transaction timeline: ALCY may extend the deadline to complete a business combination (Extended Date) to September 9, 2026 by making monthly cash deposits into the trust account.

Proposed Business Combination

• Target: Cartiga, LLC and related parties.
• Structure: Domesticate from the Cayman Islands to Delaware and effect a business combination with Cartiga.
• Financing & timing: Form S-4 filing anticipated to support shareholder approvals. Extension options exist via monthly deposits to the trust account to extend to September 9, 2026.
• Shareholder actions: Shareholders can vote on the business combination and may tender shares for redemption for a pro rata portion of the trust account, subject to applicable statutory and tax considerations.
• Conditions/uncertainties: There can be no assurance the business combination will be completed on the terms currently contemplated or at all.

Management and Governance

• Non-Executive Chairman: Steven M. Wasserman
• Co-CEOs: Mattia Tomba and Vittorio Savoia
• Chief Financial Officer: Harshana Sidath Jayaweera
• Directors: Debbie S. Zoldan, Pablo Terpollili, Carlo Tursi, Jinal Kumar Bipin Shah
• Management approach: Management intends to draw on its networks and experience in equity investments, finance, operations, and deal sourcing to identify and evaluate potential targets.

Business Focus and Strategy

• Core focus: Deep technology with emphasis on data analytics; targets that acquire, process, analyze, and utilize data from diverse systems and sources.
• Potential applications: Remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring/management, data science, and adjacent industries.
• Operating model: The SPAC may pursue a single, primary initial business combination (or multiple transactions if appropriate) and intends to structure the post-transaction company to own a majority or otherwise achieve controlling interest where feasible to avoid Investment Company Act implications.
• Acquisition criteria (guidelines):
  • Strong growth potential and durable business models.
  • Unique market position through technology, brand, or capabilities.
  • Potential to benefit from access to U.S. capital markets (liquidity, growth capital, management incentives).
• Target focus: The company expects to pursue opportunities concentrated in a single business or industry focus rather than a diversified set of unrelated targets.

Sourcing and Conflicts of Interest

• Deal sources: Management networks, unaffiliated institutions (investment banks, private equity, consultants), and sponsor/affiliate channels.
• Potential conflicts: Founders, the sponsor, officers, and directors hold founder/placement shares and may have other fiduciary or contractual obligations that could influence target selection. The company may obtain an independent valuation opinion if an affiliate is involved in a target.

Financial Position and Capital Structure

• Trust account: Cash held in trust for potential redemptions and closing-related purposes.
  • As of December 31, 2025: approximately $8,813,038 in the trust (with later references citing ranges near $8.6–$8.8 million depending on timing and redemptions).
  • Working capital outside the trust: $55,020 as of December 31, 2025 (with a provision to access up to $100,000 of accrued interest for dissolution costs if required).
• Post-redemption share counts (documented timepoints):
  • September 11, 2025: 4,208,042 Class A ordinary shares remaining; approximately $8.62 million withdrawn from the trust to pay redeeming holders (before tax-related allocations).
  • December 31, 2025: approximately 737,543 public Class A shares outstanding; $8,813,038 held in the trust.
• Sponsor/founder economics:
  • Sponsor paid an aggregate $50,000 for founder shares and approximately $5.38 million for placed shares; total sponsor investment around $5.43 million.
  • Sponsor held approximately 22.8% of issued and outstanding ordinary shares at the referenced time.
  • Founders’ shares convert on a one-for-one basis at closing, with potential dilution to public holders if additional shares or equity-linked securities are issued in connection with the initial business combination.
• Illustrative dilution example: The prospectus includes a numerical illustration comparing public-share redeemable value (e.g., $10.15 per public share) to an implied per-share value under specific financing and underwriting assumptions (an example figure shown was about $0.86 per public share); that illustration is not a forecast.

Liquidity and Going Concern

• Timeline: The SPAC has an 18-month period from IPO closing to complete an initial business combination, subject to possible extensions funded by monthly deposits to the trust and, if applicable, shareholder-approved charter amendments.
• Auditor disclosure: The company reported a going concern note from its independent auditor.

Securities, Warrants, and Rights

• Public securities: Class A ordinary shares and warrants to purchase Class A shares.
• Warrants: 5,750,000 warrants were originally issued. Terms permit adjustments, potential forced exercise or cashless exercise under certain conditions, and possible redemption by the company if specified conditions are met (including a triggering market price and registration requirements).
• Redemption mechanics: Public shareholders can redeem shares for a pro rata portion of the trust if they approve a proposed business combination or via tender offer, subject to timing and delivery mechanics (certificate, DWAC, or tendering procedures).
• 80% FMV test: Any initial business combination must have an aggregate fair market value of at least 80% of the trust assets at signing of the definitive agreement, subject to valuation procedures and potential opinions if the board requires additional support.

Risks and Regulatory Considerations

• Jurisdiction and structure: Cayman Islands law governs many structural aspects; the post-transaction entity may be governed by the jurisdiction of the target.
• Foreign ownership and national security: Sponsor includes non-U.S. ownership; Committee on Foreign Investment in the United States (CFIUS) considerations may affect potential targets with U.S. ties.
• Reporting status: The SPAC is an emerging growth company and a smaller reporting company, with related disclosure relief and extended transition periods for certain accounting standards.
• Other risks: Potential indemnity obligations, potential liabilities to creditors, and the risk that claims against the trust could affect redeeming shareholders; certain dispute remedies and forum provisions may limit available actions.

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