Alchemy Investments Acquisition Corp 1 10-Q for FY2025 Q3
Alchemy Investments Acquisition Corp 1 (ALCYF)
About this 10-Q
Alchemy Investments Acquisition Corp 1 filed this 10-Q on November 18, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $341.9K
- compared with net income of $1.46M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
Commission File Number
(Exact name of registrant as specified in its charter)
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Telephone: (
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 17, 2025, there were
Part I – Financial Information
Item 1. Condensed Consolidated Financial Statements
ALCHEMY INVESTMENTS ACQUISITION CORP 1
CONDENSED CONSOLIDATED BALANCE SHEETS
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| September 30, 2025 |
| December 31, 2024 | ||
| | (Unaudited) | | | | |
Assets: |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Prepaid expenses - current | | | | | | |
Total current assets | |
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Investments held in Trust Account(2) | | | | | | |
Organization costs | | | | | | — |
Total Assets | | $ | | | $ | |
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Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit: | |
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Current liabilities: | |
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Accounts payable | | $ | | | $ | |
Accrued expenses | | | | | | |
Accrued expenses - related party | | | | | | |
Accrued interest expenses - related party | | | | | | |
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Total current liabilities | | | | | | |
Deferred underwriting fee payable | | | | | | |
Total Liabilities | |
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Commitments and Contingencies (Note 6) | |
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Class A ordinary shares subject to possible redemption, $ | | | | | | |
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Shareholders’ Deficit: | |
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Preference shares, $ | |
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Class A ordinary shares, $ | |
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Class B ordinary shares, $ | |
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Common stock, $ | | | — | | | — |
Additional paid-in capital | |
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Stock subscription receivable | | | ( | | | — |
Accumulated deficit | |
| ( | |
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Total Shareholders’ Deficit | |
| ( | |
| ( |
Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit | | $ | | | $ | |
| (1) |
| (2) |
| (3) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
ALCHEMY INVESTMENTS ACQUISITION CORP 1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| Three Months |
| Three Months | | Nine Months | | Nine Months | ||||
| | Ended September 30, | | Ended September 30, | | Ended September 30, | | Ended September 30, | ||||
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| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Operating and formation costs | | $ | | | $ | | | $ | | | $ | |
Loss from operations | |
| ( | | | ( | | | ( | | | ( |
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Other income (expense): | | | | | | | | | | | | |
Gain on investments held in Trust Account | | | | | | | | | | | | |
Dividend income | | | | | | | | | | | | |
Interest expense - related party | | | ( | | | — | | | ( | | | — |
Total other income (expense) | | | | | | | | | | | | |
Net (loss) income | | $ | ( | | $ | | | $ | ( | | $ | |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares- redeemable(1) (2) (3) | | | | | | | | | | | | |
Basic and diluted net income per share, Class A ordinary shares-redeemable | | $ | ( | | $ | | | $ | ( | | $ | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares-non redeemable(1) | | | | | | | | | | | | |
Basic and diluted net income per share, Class A ordinary shares-non-redeemable | | $ | ( | | $ | | | $ | ( | | $ | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares-non-redeemable(1) | | | | | | | | | | | | |
Basic and diluted net income per share, Class B ordinary shares-non-redeemable | | $ | ( | | $ | | | $ | ( | | $ | |
| (1) | On October 22, 2024, the Company issued an aggregate of |
| (2) | On November 7, 2024, |
| (3) | On September 11, 2025, |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
ALCHEMY INVESTMENTS ACQUISITION CORP 1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
Three and Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | Additional | | | | | | | | Total | ||
| | Class A Ordinary Shares | | Class B Ordinary Shares | | Common Stock | | Paid-in | | Subscription | | Accumulated | | Shareholders | |||||||||||||
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| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Receivable |
| Deficit |
| Deficit | |||||||
Balance at January 1, 2025 |
| | | $ | | | | | $ | — | | — | | $ | — | | $ | — | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at March 31, 2025 | | | | $ | | | | | $ | — | | — | | $ | — | | $ | — | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at June 30, 2025 | | | | $ | | | | | $ | — | | — | | $ | — | | $ | — | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Common shares subscribed | | — | | | — | | — | | | — | | | | | — | | | | | | ( | | | — | | | — |
Net loss | | — | | | — | | — | | | — | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance at September 30, 2025 |
| | | $ | | | | | $ | — | | | | $ | — | | $ | | | $ | ( | | $ | ( | | $ | ( |
Three and Nine Months Ended September 30, 2024 | |||||||||||||||||||
| | | | | | | | | | | | Additional | | | | Total | |||
| | Class A Ordinary Shares | | Class B Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | |||||||||
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| Shares |
| Amount |
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| Capital |
| Deficit |
| Deficit | |||||
Balance at January 1, 2024 | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income |
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Balance at March 31, 2024 | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | — | | | — | | | — | | | | | | |
Balance at June 30, 2024 | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Remeasurement of redeemable Class A ordinary shares to redemption amount | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Net income | | — | | | — | | — | | | — | | | — | | | | | | |
Balance at September 30, 2024 |
| | | $ | | | | | $ | | | | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
ALCHEMY INVESTMENTS ACQUISITION CORP 1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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| Nine Months |
| Nine Months | ||
| | Ended September 30, | | Ended September 30, | ||
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| 2025 |
| 2024 | ||
Cash Flows from Operating Activities: |
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Net (loss) income | | $ | ( | | $ | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | |
Gain on investments held in trust account | | | ( | | | ( |
Changes in operating assets and liabilities: | |
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Organization costs | | | ( | | | — |
Security deposit held in trust account for extension | |
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Prepaid expenses - current | | | | | | |
Prepaid expenses - non-current | | | — | | | |
Accounts payable | | | | | | ( |
Accrued expenses | | | | | | ( |
Accrued interest expenses - related party | | | | | | — |
Accrued expenses - related party | | | ( | | | |
Net cash used in operating activities | |
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Cash Flows from Investing Activities: | | | | | | |
Cash redemption from Trust Account | | | | | | — |
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Cash Flows from Financing Activities: | | | | | | |
Redemption of Class A ordinary shares | | | ( | | | — |
Proceeds from promissory notes, related party | | | | | | |
Net cash used in financing activities | | | ( | | | |
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Net Change in Cash and Cash Equivalents | |
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Cash and cash equivalents - Beginning of period | |
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Cash and Cash Equivalents - End of period | | $ | | | $ | |
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Supplemental disclosure of noncash financing activities: | |
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Subsequent remeasurement of redeemable Class A ordinary shares subject to redemption amount | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Alchemy Investments Acquisition Corp 1 (the “Company”) is a blank check company incorporated in Cayman Islands on October 27, 2021. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with
The Company has two wholly owned subsidiaries, Alchemy Acquisition Holdings, Inc. (the “PubCo”), a Delaware corporation, formed on June 11, 2025, and Alchemy Merger Sub, LLC (the “NewCo”), a Delaware limited liability company, formed as a wholly owned subsidiary of PubCo on June 10, 2025. On July 1, 2025, the Company subscribed for
As of September 30, 2025, the Company had not commenced any operations. All activity from October 27, 2021 (inception) through September 30, 2025 relates to the Company’s formation and initial public offering (“Initial Public Offering”), and subsequent pursuit of a target company to affect a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2023. On May 9, 2023, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of and issued
The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Private Placement Shares held by them in connection with the completion of our initial Business Combination, (ii) waive their redemption rights with respect to any Private Placement Shares held by them in connection with a shareholder vote to approve an amendment to our Second Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”) (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to our Amended and Restated Memorandum and Articles of Association prior thereto or to redeem
Following the closing of the Initial Public Offering on May 9, 2023, an amount of $
5
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Transaction costs related to the issuances described above amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least
The Company provides the holders (the “Public Shareholders”) of the Company’s Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders are entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account, plus any investment income earned thereon (less taxes payable). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the Underwriter (as discussed in Note 6). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity. If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and Public Shares in connection with the completion of a Business Combination.
On May 4, 2023, and in connection with the IPO, the Company adopted an Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of
6
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem
If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”) and the Company’s shareholders have not further amended the Amended and Restated Memorandum and Articles of Association to extend such Combination Period (the “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including investment income earned on the funds held in the Trust Account (less taxes payable and up to $
The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Combination Period or during any Extension Period. However, the Sponsor is entitled to liquidating distributions from the Trust Account with respect to its Public Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The Underwriter has agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $
Proposed Business Combination
On August 22, 2025, Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“ALCY” or “Parent”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the ALCY (“Pubco”), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco
7
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
(“Newco”), Cartiga, LLC, a Delaware limited liability company (the “Company” or “Cartiga”), and Halle Benett, as the representative (the “Sellers’ Representative”) of holders of the Company’s securities (the “Sellers”, and collectively, with ALCY, Pubco, Newco and Cartiga, referred to as the “Parties”).
The Business Combination Agreement was unanimously approved by all of the Parent’s disinterested directors on August 19, 2025. Pursuant to the Business Combination Agreement, (a) the Parent will domesticate from the Cayman Islands to Delaware by merging with and into the Pubco with the Pubco surviving the merger and changing its name to Cartiga Holdings, Inc. (the “Domestication”), (b) after the Domestication, Newco will merge with and into the Company with the Company surviving the merger (hereinafter referred to as “OpCo”) and continue its existence under the Delaware Limited Liability Company Act, and OpCo becoming a wholly-owned subsidiary of Pubco (the “Merger”), and (c) the existing limited liability company agreement of OpCo will be amended and restated to, among other things, make Pubco the sole managing member of OpCo. The Merger and the other transactions contemplated by the Agreement are collectively referred to as the “Business Combination”, and as a result of the Business Combination, Pubco will be the publicly traded reporting company in an “Up-C” structure, with two classes of common stock, changing its name to “Cartiga Holdings, Inc.” and sometimes referred to herein as “New Cartiga.”
The proposed transaction is expected to close in the first quarter of 2026, following the receipt of the required approval by the Company’s shareholders and the fulfillment of customary closing conditions.
Following the time of the closing (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) of the Business Combination, the combined company will be organized in an umbrella partnership C corporation (“Up-C”) structure, in which substantially all of the assets and the business of the combined company will be held by Cartiga. The combined company’s business will continue to operate through Cartiga and its subsidiaries. In connection with the Closing, Pubco will change its name to “Cartiga Holdings, Inc”. This organizational structure will allow the holders of limited liability company equity interests of Cartiga to retain their equity ownership in Cartiga, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo Units. Those investors who, prior to the Business Combination, held ALCY Class A Ordinary Shares or ALCY Class B Ordinary Shares will, by contrast, hold their equity ownership in Pubco, which is a domestic corporation for U.S. federal income tax purposes.
In connection with the Domestication, (i) every outstanding ALCY Class A Ordinary Share, ALCY Class B Ordinary Share, ALCY Preference Share, ALCY Unit and ALCY Warrant shall convert to an equal number of shares of Pubco Class A Common Stock, shares of Pubco Class B Common Stock, shares of Pubco Preferred Stock, Pubco Units and Pubco Warrants, respectively, then, (ii) after giving effect to redemptions occurring in connection with the Business Combination, each ALCY Class A Ordinary Share will convert automatically, on a
Following the Domestication of ALCY to the State of Delaware, Newco will merge with and into Cartiga, with Cartiga surviving the Merger in accordance with the terms and subject to the conditions of the Business Combination Agreement. Following the Merger, the separate limited liability company existence of Newco shall cease, and Cartiga shall continue as the OpCo.
Under the Business Combination Agreement, Pubco has agreed to acquire all of the limited liability equity interests (the Company Equity Interests) of the Company for $
ALCY shall complete the Domestication prior to the effective time of the Merger (the “Effective Time”). At the Effective Time, by virtue of the Merger and without any further action on the part of any party to the Business Combination Agreement or otherwise, each Company Equity Interest issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted
8
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
into each Seller’s right to receive their respective Merger Consideration. As of the Effective Time, all Company Equity Interests shall thereafter cease to have any rights with respect thereto, except the right to receive the foregoing consideration. The units of equity interests of Newco that are issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of ALCY, be converted into an aggregate number of OpCo Units equal to the number of shares of Pubco Class A Common Stock and Pubco Class B Common Stock issued and outstanding immediately prior to the Effective Time. Each share of the Pubco Class B Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into
Immediately following the closing, New Cartiga’s board of directors will consist of no more than
ALCY will prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, that will include a preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final prospectus, and call an extraordinary general meeting of the holders of ALCY Ordinary Shares to vote at the meeting (the “Extraordinary Meeting”). The approval of the post-Closing organizational documents and the Domestication require a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds of the votes cast by the ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting. The affirmative vote of a simple majority of the votes cast by holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the Extraordinary Meeting is required to approve the Business Combination Agreement, the Business Combination and certain other actions related thereto as provided in the Companies Act, the Current Charter and applicable listing rules of The Nasdaq Stock Market LLC (“Nasdaq”).
ALCY, Pubco, Newco and the Company have made customary representations, warranties and covenants in the Business Combination Agreement, including, among other things, covenants with respect to the conduct of the business of ALCY and the Company prior to the closing of the Business Combination. The Parties have also agreed to customary “no shop” obligations. The representations and warranties of ALCY, Pubco, Newco and the Company will not survive the closing of the Merger.
The Closing of the Business Combination is subject to certain customary conditions of the respective parties, including, among other things, that: (a) the applicable ALCY shareholder and the Company’s member approvals shall have been obtained; (b) there shall have been no Company Material Adverse Effect or Buyer Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Business Combination Agreement; (c) the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or terminated; (d) the Available Closing Buyer Cash (as defined in the Business Combination Agreement) shall not be less than $
If, at closing, the Available Closing Buyer Cash is less than $
9
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
The Business Combination Agreement may be terminated by Pubco or the Company under certain circumstances, including, among others: (a) by mutual written consent of Pubco and the Company; (b) by either Pubco or the Company if the closing of the Business Combination has not occurred on or before May 1, 2026; (c) by either Pubco or the Company if any Governmental Authority (as defined in the Business Combination Agreement) in the United States shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions, the Merger; (d) by Pubco if the Company shall have failed to obtain the necessary member approvals; (e) by the Company if ALCY shall have failed to obtain the necessary shareholder approval within forty-five (45) days after the Registration Statement becomes effective; (f) by Pubco upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Business Combination Agreement, or if any representation or warranty of the Company shall have become untrue; provided that Pubco has not waived a Terminating Company Breach (as defined in the Business Combination Agreement) and ALCY, Pubco and Newco are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that if such Terminating Company Breach is curable by the Company, Pubco may not terminate the Business Combination Agreement so long as the Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within (30) days after notice of such breach is provided by Pubco to the Company; (g) by the Company upon a breach of any representation, warranty, covenant or agreement on the part of ALCY, Pubco or Newco set forth in the Business Combination Agreement, or if any representation or warranty of ALCY, Pubco or Newco shall have become untrue; provided that the Company has not waived a Terminating Buyer Breach (as defined in the Business Combination Agreement) and the Company are not then in material breach of their representations, warranties, covenants or agreements; provided, further, that, if such Terminating Buyer Breach is curable by ALCY, Pubco and Newco, the Company may not terminate the Business Combination Agreement for so long as ALCY, Pubco and Newco continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within (30) days after notice of such breach is provided by the Company to Pubco; (h) by the Company if the Closing has not occurred on or before the
Support and Non-Redemption Agreement
In connection with the Business Combination Agreement, ALCY, Pubco, certain shareholders of ALCY (“ALCY Securityholders”), the Company and the directors and officers of ALCY entered into a support and non-redemption agreement (the “Support and Non-Redemption Agreement”) providing that, among other things, (a) ALCY Securityholders and the respective directors and officers of each of ALCY and Pubco will vote their equity securities of ALCY in favor of the Parent Proposals (as defined in the Business Combination Agreement), (b) ALCY Securityholders will not exercise their Redemption Rights (as defined in the Business Combination Agreement) and (c) ALCY Securityholders will waive any adjustment to the conversion ratio set forth in the Parent Organizational Documents (as defined in the Business Combination Agreement).
Support Agreement
ALCY, Pubco, the Company, and certain equity holders of the Company (the “Company Securityholders”) entered into a support agreement (the “Support Agreement”) providing that, among other things, such Company Securityholders will vote their equity securities of the Company in favor of the transactions contemplated by the Business Combination Agreement and the Merger.
Lock-Up Agreements
ALCY, Pubco, the Company, and the Sellers entered into Lock-up Agreements (the “Lock-up Agreements”) pursuant to which the Pubco Class B Common Stock and OpCo Units included in the Merger Consideration, as well as any Pubco Class A Common Stock exchanged therefor pursuant to the Exchange Agreement (as defined below) they may hold (together referred to as the “Lock-Up Shares”), shall be subject to a lock-up period commencing on the Closing Date and ending on the earlier of (a) the date that is (6)
10
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
months after the Closing Date and (b) the date following the Closing Date on which ALCY completes a liquidation, merger, share exchange or other similar transaction that results in all of ALCY’s shareholders having the right to exchange their shares of common stock for cash, securities or other property; provided, however, that the Lock-up Shares will be released from the lock-up if, subsequent to Closing Date, the closing price of Pubco Class A Common Stock equals or exceeds $
Amended and Restated Registration Rights Agreement
In connection with the Closing, ALCY, Pubco (and subsequent to the Business Combination, New Cartiga), the Company, certain shareholders of ALCY (“ALCY Holders”), and certain members of the Company (together with ALCY Holders, the “Holders”) will enter into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) pursuant to which, Pubco will agree to file, within (30) calendar days after the consummation of the Business Combination, a shelf registration statement registering the resale of New Cartiga equity held by the Holders, and will grant to the Holders certain registration rights, including customary piggyback registration rights and demand registration rights, which are subject to customary terms and conditions, including with respect to cooperation and reduction of underwritten shelf takedown provisions (subject to certain lock-up restrictions referenced therein, including those documented in the Lock-up Agreements (as defined above)).
Second Amended and Restated Limited Liability Company Agreement
In connection with the Business Combination, Cartiga will amend and restate its limited liability company agreement by adopting the Second A&R Operating Agreement (the “OpCo LLCA”). The OpCo LLCA will (i) permit the issuance and ownership of the post-Recapitalization equity of Cartiga as contemplated by the Business Combination Agreement and (ii) admit Pubco as the managing member of Cartiga. Melodeon and ASRS will control Pubco immediately after the Closing by virtue of their ownership of Pubco Class B Common Stock.
Tax Receivable Agreement
In connection with the Business Combination, Pubco will enter into a Tax Receivable Agreement (the TRA) with certain Cartiga Members (the “TRA Holders”). OpCo intends to have in effect an election under Section 754 of the Code for each taxable year in which sales and exchanges of OpCo Units in connection with or following the Business Combination (“TRA Exchanges”) occur, which is expected to result in adjustments to the tax basis of the assets of OpCo as a result of such TRA Exchanges. The TRA generally provides for the payment by Pubco to the TRA Holders of 85% of the cash tax benefits, if any, that Pubco realizes (or in certain cases is deemed to realize), calculated using certain simplifying assumptions as a result of (i) tax basis adjustments resulting from TRA Exchanges and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to making payments under the TRA. These current and potential future tax basis adjustments are expected to increase (for tax purposes) the depreciation and amortization deductions available to Pubco and, therefore, may reduce the amount of U.S. federal, state and local tax that Pubco would otherwise be required to pay in the future. The tax basis adjustments upon TRA Exchanges may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Actual tax benefits realized by Pubco may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of Pubco and not of OpCo. Pubco will generally retain the benefit of the remaining 15% of these cash tax benefits.
We expect that the payments Pubco will be required to make under the TRA could be substantial. Estimating the amount and timing of Pubco’s realization of tax benefits subject to the TRA is by its nature imprecise. The actual increases in tax basis covered by the TRA, as well as the amount and timing of Pubco’s ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon significant future events, including but not limited to the timing of the redemptions of OpCo Units, the price of the Pubco Class A Common Stock at the time of a TRA Exchange, the extent to which such redemptions are taxable transactions, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income Pubco generates in the future, the U.S. federal income tax rate then applicable, and the portion of Pubco’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis. Accordingly, estimating the amount and timing
11
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
of payments that may become due under the TRA is also by its nature imprecise. For purposes of the TRA, net cash savings in tax generally will be calculated by comparing Pubco’s actual tax liability (determined by using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) to the amount Pubco would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA. Thus, the amount and timing of any payments under the TRA are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of Pubco’s realization of tax benefits.
Payments under the TRA will be based on the tax reporting positions Pubco determines, and the Internal Revenue Service (the “IRS”) or another tax authority may challenge all or a part of the existing tax basis, tax basis increases, or other tax attributes subject to the TRA, and a court could sustain such challenge. The parties to the TRA will not reimburse Pubco for any payments previously made if such tax basis or other tax benefits are subsequently disallowed, except that any excess payments made to a party under the TRA will be netted against future payments otherwise to be made under the TRA, if any, after the determination of such excess.
In addition, the TRA provides that if (1) Pubco breaches any of its material obligations under the TRA (including in the event that Pubco is more than three months late making a payment that is due under the TRA, subject to certain exceptions), (2) Pubco is subject to certain bankruptcy, insolvency or similar proceedings, or (3) at any time, Pubco elects an early termination of the TRA, Pubco’s obligations under the TRA (with respect to all OpCo Units, whether or not such OpCo Units have been the subject of a TRA Exchange before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that Pubco would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax attributes subject to the TRA.
The TRA also provides that, upon certain changes of control or other significant transactions, in the discretion of each TRA Party, Pubco’s obligations under the TRA may be accelerated and become payable in a lump sum as described above. Such acceleration would be based on certain assumptions, including that Pubco or its successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the TRA. As a result, upon any acceleration of Pubco’s obligations under the TRA (including upon a change of control), Pubco could be required to make payments under the TRA that are greater than 85% of its actual cash tax savings, which could negatively impact its liquidity. The change of control provisions in the TRA may also result in situations where the TRA Parties have interests that differ from or are in addition to those of other holders of Pubco Class A Common Stock.
Finally, because Pubco is a holding company with no operations of its own, its ability to make payments under the TRA depends on the ability of OpCo to make distributions to it. To the extent that Pubco is unable to make payments under the TRA for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact Pubco’s results of operations and could also affect its liquidity in periods in which such payments are made.
Exchange Agreement
In connection with the Business Combination, Pubco, OpCo and certain Cartiga Members will enter into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, such Cartiga Members will have the right from time to time, on the terms and conditions contained in the Exchange Agreement, to exchange their OpCo Units and Class B Shares for, at the option of Pubco, shares of Pubco Class A Common Stock or cash.
Shareholders Agreement
In connection with the Business Combination, Pubco, the Company, Melodeon LBS GP, LLC (“Melodeon”) and its affiliated funds, and the Arizona State Retirement System (“ASRS”) will enter into a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders Agreement sets forth the governance and consent rights of Melodeon and ASRS, as well as restrictions on share transfers and other shareholder obligations.
12
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Under the Shareholders Agreement, Melodeon and ASRS are granted rights to nominate directors to Pubco’s board based on their respective ownership levels. Melodeon may nominate up to
For so long as ASRS beneficially owns at least
Transfers of Pubco shares to affiliates are permitted only if the transferee agrees to be bound by the Shareholders Agreement and becomes a party thereto. The Shareholders Agreement also provides for indemnification by Pubco of the stockholders party thereto, and their affiliates, for liabilities arising from their control or influence over Pubco or actions of their board designees, subject to customary exceptions. The Shareholders Agreement will terminate when neither Melodeon nor ASRS retains board nomination rights under its terms.
Going Concern and Liquidity
As of September 30, 2025, the Company had $
An Annual Meeting was held on October 31, 2024, where the shareholders of the Company approved amending the Company’s Articles of Association as a special resolution, giving the Company the right to extend from November 9, 2024 for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025.
Under similar circumstances, on September 4, 2025, the Company held the Annual Meeting and the shareholders of the Company approved the amending the Company’s Articles of Association as a special resolution, giving the company the right to extend the date by which it has to complete a business combination on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $
There can be no assurance that the Company will be able to consummate any Business Combination by the Extended Date. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
On November 5, 2024, the Company made a deposit of $
13
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
September 9, 2026. As of September 30, 2025 and December 31, 2024, investments held in the Trust Account included $
Risks and Uncertainties
As a result of the military action by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the armed conflict in Israel and the Gaza Strip, and the international trade policies in the U.S. and elsewhere, including tariffs and other barriers, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy, the tariffs, and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected
14
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses and disclosure of contingent assets and liabilities during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2025 and December 31, 2024, cash equivalents included $
Investments Held in Trust Account
As of September 30, 2025, the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in Gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $
Prepaid Expenses - Current
As of September 30, 2025 and December 31, 2024, prepaid expenses - current of $
Class A Ordinary Shares Subject to Possible Redemption
The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Class A Ordinary Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Class A Ordinary Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each
15
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in capital, if any, and accumulated deficit.
As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:
Gross proceeds |
| $ | |
Less: |
| | |
Proceeds allocated to Public Warrants |
| | ( |
Issuance costs allocated to Class A ordinary shares |
| | ( |
Redemption of Class A ordinary shares |
| | ( |
Plus: |
| | |
Remeasurement of carrying value to redemption value |
| | |
Class A ordinary shares subject to possible redemption | | $ | |
As of December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:
Gross proceeds |
| $ | |
Less: | |
|
|
Proceeds allocated to Public Warrants | |
| ( |
Issuance costs allocated to Class A ordinary shares | |
| ( |
Redemption of Class A ordinary shares | | | ( |
Plus: | |
|
|
Remeasurement of carrying value to redemption value | |
| |
Class A ordinary shares subject to possible redemption | | $ | |
Offering Costs associated with the Initial Public Offering and Sale of Private Placement Shares
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, Italy or the United States. As such, the
16
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
Company’s tax provision was
Net Income (loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is the same for redeemable Class A ordinary shares, non-redeemable Class A ordinary shares and Class B ordinary shares. The Company has not considered the effect of the Public Warrants to purchase an aggregate of
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
|
| Three Months Ended |
| Three Months Ended |
| Nine Months Ended |
| Nine Months Ended | ||||||||||||||||||||||||||||
| | September 30, 2025 | | September 30, 2024 | | September 30, 2025 | | September 30, 2024 | ||||||||||||||||||||||||||||
| | | | | Class A- | | Class B- | | | | | Class A- | | Class B- | | | | | Class A- | | Class B- | | | | | Class A- | | Class B- | ||||||||
| | Class A- | | non- | | non- | | Class A- | | non- | | non- | | Class A- | | non- | | non- | | Class A- | | non- | | non- | ||||||||||||
|
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable |
| redeemable | ||||||||||||
Basic and diluted net income per ordinary share: |
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Numerator: |
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Net (loss) income | | $ | ( | | $ | ( | | $ | — | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | — | | $ | | | $ | | | $ | |
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Denominator: | |
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Basic and diluted weighted average shares outstanding | |
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Basic and diluted net income per share | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the condensed balance sheet.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value |
17
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
| drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Public and Private Warrants are not precluded from equity classification and have been accounted for as such since the date of issuance, and each balance sheet date thereafter as long as they continue to meet the requirements for equity classification.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires detailed disclosure in the notes to the financial statements of specific categories underlying certain expense captions on the income statement. ASU 2024-03 may be adopted prospectively or retrospectively and is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted.
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on May 4, 2023. On May 9, 2023, the Company consummated the Initial Public Offering of
18
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Private Placement Shares are identical to the Class A Ordinary Shares included in the units sold in the Initial Public Offering, except that the Private Placement Shares: (i) are not transferable, assignable or salable until 30 days after the completion of our initial business combination and (ii) are entitled to registration rights.
The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Private Placement Shares held by them in connection with the completion of our initial Business Combination, (ii) waive their redemption rights with respect to any Private Placement Shares held by them in connection with a shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to our charter prior thereto or to redeem
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On December 6, 2021, the Sponsor acquired
On October 26, 2022,
The Founder Shares will automatically convert into shares of the Company’s Class A Ordinary Shares at any time at the option of the holders thereof or on the first business day following the completion of the initial Business Combination at a ratio such that the number
19
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
of shares of the Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
Promissory Notes - Related Party
On June 24, 2024 and November 20, 2024, the Sponsor agreed to loan the Company an aggregate of up to $
As of September 30, 2025 and December 31, 2024, we had $
Administrative Support Agreement
The Company entered into an agreement commencing on May 4, 2023 through the earlier of the consummation of a Business Combination or the Company’s liquidation, to pay Alchemy Investment Management LLC, an affiliate of the Sponsor, a monthly fee of $
Working Capital Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $
20
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of Founder Shares, Private Placement Shares and shares issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement executed upon May 4, 2023. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Simultaneously with the Initial Public Offering, the Underwriter fully exercised the over-allotment option to purchase an additional
The Underwriter was paid a cash underwriting discount of $
Underwriter Shares
Upon closing of the Initial Public Offering, the underwriters purchased
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference shares — The Company is authorized to issue
Class A ordinary shares — The Company is authorized to issue
Class B ordinary shares — The Company is authorized to issue
NOTE 8. WARRANTS
Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a)
21
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
each case that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the th business day after the closing of the initial Business Combination). The Company has agreed that as soon as practicable after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants and will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act by the th business day following the closing of its initial Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.
(b) The Public Warrants have an exercise price of $
Redemption of warrants when the price per share of Class A Ordinary Shares equals or exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
22
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
| ● | if, and only if the last reported sale price of Class A Ordinary Shares on each day of the Measurement Period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $ |
The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A Ordinary Shares is available throughout the Measurement Period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.
In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company accounts for the
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| | Amount at Fair | | | | | | | | | | |
Description |
| Value |
| Level 1 |
| Level 2 |
| Level 3 | ||||
September 30, 2025 (Unaudited) | | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Investments held in Trust Account: | | | | | | | | | | | | |
U.S. Treasury Securities | | $ | | | $ | | | $ | — | | $ | — |
|
| Amount at Fair |
| | |
| | |
| | | |
Description | | Value | | Level 1 | | Level 2 | | Level 3 | ||||
December 31, 2024 |
| |
|
| |
|
| |
|
| |
|
Assets |
| |
|
| |
|
| |
|
| |
|
Investments held in Trust Account: |
| |
|
| |
|
| |
|
| |
|
U.S. Treasury Securities | | $ | | | $ | | | $ | — | | $ | — |
23
ALCHEMY INVESTMENTS ACQUISITION CORP 1
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
(UNAUDITED)
NOTE 10. SEGMENT
ASC Topic 280. “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Co-Chief Executive Officer, Mattia Tomba, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
|
| Three Months |
| Three Months |
| Nine Months |
| Nine Months | ||||
| | Ended | | Ended | | Ended | | Ended | ||||
| | September | | September | | September | | September | ||||
| | 30, 2025 | | 30, 2024 | | 30, 2025 | | 30, 2024 | ||||
Operating and formation costs | | $ | | | $ | | | $ | | | $ | |
Gain on investments held in Trust Account | | $ | | | $ | | | $ | | | $ | |
The key measures of segment profit or loss reviewed by our CODM are Gain on investments held in Trust Account and Operating and formation costs. The CODM reviews Gain on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews Operating and formation costs to manage, maintain, and enforce all contractual agreements to ensure costs are aligned with all agreements and budgets.
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Alchemy Investments Acquisition Corp 1. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Alchemy DeepTech Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on October 27, 2021 formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (the “Initial Public Offering”) and the sale of the private placement shares, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.
Proposed Business Combination
On August 22, 2025, Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“ALCY”), entered into a business combination agreement, by and among Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the ALCY (“Pubco”), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco, Cartiga, LLC, a Delaware limited liability company (“Cartiga”), and Halle Benett, as the representative of holders of Cartiga’s securities, as further described in Note 1 to the financial statement included in this Quarterly Report on Form 10-Q. The proposed transaction is expected to close in the first quarter of 2026, following the receipt of the required approval by the Company’s shareholders and the fulfillment of customary closing conditions.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities for the nine months ended September 30, 2025 were financing activities, organizational activities, those necessary to prepare for our Initial Public Offering, described below, and those related to the search for a potential business combination target. We do not expect to generate any operating revenues until after the completion of our initial business combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net loss of $341,897, which resulted from operating costs of $428,114, offset by a gain on investments held in the Trust Account $119,784, dividend income of $1,514 and related party interest expense of $35,081.
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For the three months ended September 30, 2024, we had net income of $1,456,069, which resulted from operating costs of $158,154, offset by a gain on investments held in the Trust Account of $1,609,935, and dividend income of $4,288.
For the nine months ended September 30, 2025, we had net loss of $863,650, which resulted from operating costs of $1,150,604, offset by a gain on investments held in the Trust Account of $370,226, dividend income of $8,309 and related party interest expense of $91,581.
For the nine months ended September 30, 2024, we had net income of $4,183,639, which resulted from operating costs of $601,170, offset by a gain on investments held in the Trust Account of $4,775,370, and dividend income of $9,439.
Liquidity, Capital Resources and Going Concern
For the nine months ended September 30, 2025, net cash used in operating activities was $1,041,916, which was due to our net loss of $863,650, offset by a gain on investments held in the Trust Account of $370,226 and changes in working capital of $191,960.
For the nine months ended September 30, 2024, net cash used in operating activities was $500,104, which was due to our net income of $4,183,639, offset by a gain on investments held in the Trust Account of $4,775,370 and changes in working capital of $91,627.
There were no cash flows from investing activities for the nine months ended September 30, 2025 and 2024.
For the nine months ended September 30, 2025, net cash provided by financing activities was $1,180,000, which was due to the proceeds from the promissory note, related party.
For the nine months ended September 30, 2024, net cash provided by financing activities was $530,000, which was due to the proceeds from the promissory note, related party.
On May 9, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over-allotment option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of and issued 538,000 and 57,500 private placement shares to Alchemy DeepTech Capital LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (the “Underwriter”), respectively (together, the “Private Placement Shares”) at a price of $10.00 per share, generating gross proceeds of $5,955,000.
Following the closing of the Initial Public Offering on May 9, 2023, an amount of $116,725,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”)
As of September 30, 2025, the Company had $319,258 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $3,049,242.
The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of September 30, 2025 will not be sufficient to allow the Company to operate for at least one year from the date these unaudited condensed consolidated financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company had until November 9, 2024 to consummate a Business Combination. If a Business Combination was not consummated by November 9, 2024, there would be a mandatory liquidation and subsequent dissolution of the Company. The Company was in the process of identifying a potential company for an initial Business Combination but required additional time. An Annual Meeting was held on October 31, 2024 and the shareholders of the Company approved amending the Company’s Articles of Association as a special resolution, giving the Company the right to extend from November 9, 2024 (the “Current Termination Date”) for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025.
Under similar circumstances, on September 4, 2025, the Company held the Annual Meeting and the shareholders of the Company approved the amending the Company’s Articles of Association as a special resolution, giving the company the right to extend the date by which it has to complete a business combination on a month-to-month basis, as determined by the Directors in their sole discretion,
26
until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share per month (which amount came to $22,126.29), until September 9, 2026 – the date by which, if the Company has not consummated its initial Business Combination, the Company must liquidate and dissolve.
There can be no assurance that the Company will be able to consummate any Business Combination by the Extended Date. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
On November 5, 2024, the Company made a deposit of $90,000 into the trust account as required for the three-month extension until February 9, 2025. The Company continued to deposit an additional $232,126 through September 2025, and will continue to deposit the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share each month until the expiration of the extension in September 9, 2026. As of September 30, 2025 and December 31, 2024, investments held in the Trust Account included $322,126 and $90,000, respectively, for amounts held for extension.
Contractual Obligations
There are both $5,175,000 of deferred underwriting fees, as well as an aggregate of up to $1,710,000 in promissory notes due upon the completion of the Company’s business combination.
Off Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2025.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Critical Accounting Policies and Estimates
The preparation of unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
We have not identified critical accounting estimates.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires detailed disclosure in the notes to the financial statements of specific categories underlying certain expense captions on the income statement. ASU 2024-03 may be adopted prospectively or retrospectively and is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted.
Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
27
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404,(ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.
Management’s Report on Internal Controls Over Financial Reporting
This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarters that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Prospectus in connection with the Initial Public Offering filed with the SEC on May 5, 2023. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
We depend on a variety of U.S. and multi-national financial institutions to provide us with banking services. The default or failure of one or more of the financial institutions that we rely on may adversely affect our business and financial condition.
We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of the failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our liquidity, business and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
On December 6, 2021, the sponsor acquired 4,312,500 founder shares for an aggregate purchase price of $50,000 (or approximately $0.01 per share) which was settled by paying for certain expenses on behalf of the Company. On October 26, 2022, 287,500 founder shares were surrendered by our sponsor for no consideration. These shares were then cancelled by the Company resulting in a decrease in the total number of founder shares outstanding from 4,312,500 shares to 4,025,000 shares. On February 7, 2023, 1,150,000 founder shares were surrendered and thereupon cancelled by the company resulting in a decrease in the total number of founder shares outstanding from 4,025,000 shares to 2,875,000 shares. Upon cancellation, 375,000 founder shares were subjected to forfeiture if the over-allotment option was not exercised in full or in part by our underwriter. All share amounts and related information have been retroactively restated to reflect the surrenders and cancellations. On May 5, 2023, the full over-allotment option was exercised, and therefore, the 375,000 founder shares were no longer subject to forfeiture.
Simultaneously with the closing of the initial public offering, on May 9, 2023, we consummated the sale of and issued 538,000 and 57,500 placement shares to the sponsor and the representative, respectively, at a price of $10.00 per share, generating gross proceeds of $5,955,000.
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
On October 22, 2024, the Company issued an aggregate of 2,874,999 shares of its Class A ordinary shares, par value $0.0001 per share to Alchemy Deeptech Capital LLC, (the “Sponsor”), and the holder of the Company’s Class B ordinary shares, par value $0.0001 per share, upon the conversion of an equal number of Class B Shares. The Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the Conversion, there are 14,970,499 Class A Shares and one Class B Share issued and outstanding.
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Use of Proceeds
In connection with the initial public offering, we incurred offering costs of $9,088,588 (including deferred underwriting commissions of $5,175,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $116,725,000 of the net proceeds from our initial public offering and the sale of the placement shares were placed in the trust account.
There has been no material change in the planned use of the proceeds from the initial public offering and the sale of the placement shares as is described in the company’s final prospectus related to the initial public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the nine months ended September 30, 2025,
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. |
| Description |
3.1 | | Amended and Restated Memorandum and Articles of Association (1) |
3.2 | | |
4.1 | | |
4.2 | | |
4.3 | | |
4.4 | | Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1) |
4.5 | | |
10.1 | | |
10.2 | | |
10.3 | | Private Placement Shares Purchase Agreement between the Company, and the Sponsor (1) |
10.4 | | Private Placement Shares Purchase Agreement between the Company, and the Underwriter (1) |
10.5 | | Administrative Services Agreement between the Company and Alchemy Investment Management LLC (1) |
10.6 | | Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (1) |
31.1 | | |
31.2 | | |
32.1* | | |
32.2* | | |
101.INS | | Inline XBRL Instance Document. |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
(1) Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on May 9, 2023
(2) Incorporated by reference to our Registration Statement on Form S-1, as amended, initially filed with the SEC on December 2, 2022.
31
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALCHEMY INVESTMENTS ACQUISITION CORP 1 | ||
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November 18, 2025 | By: | /s/ Mattia Tomba |
| | Name: Mattia Tomba |
| | Title: Co-Chief Executive Officer |
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November 18, 2025 | By: | /s/ Harshana Sidath Jayaweera |
| | Name: Harshana Sidath Jayaweera |
| | Title: Chief Financial Officer |
32
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mattia Tomba, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of Alchemy Investments Acquisition Corp 1; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 18, 2025 | | |
| By: | /s/ Mattia Tomba |
| Mattia Tomba | |
| Co-Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harshana Sidath Jayaweera, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of Alchemy Investments Acquisition Corp 1; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 18, 2025 | | |
| By: | /s/ Harshana Sidath Jayaweera |
| Harshana Sidath Jayaweera | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Alchemy Investments Acquisition Corp 1 (the “Company”) on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mattia Tomba, Co-Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 18, 2025 | | |
| By: | /s/ Mattia Tomba |
| Mattia Tomba | |
| Co-Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Alchemy Investments Acquisition Corp 1 (the “Company”) on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harshana Sidath Jayaweera, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 18, 2025 | | |
| By: | /s/ Harshana Sidath Jayaweera |
| Harshana Sidath Jayaweera | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |