Alchemy Investments Acquisition 1 Units (Proposed) Stock Price, News & Analysis

Alchemy Investments Acquisition Corp 1 (Nasdaq: ALCYU) is a special purpose acquisition company (SPAC), also described as a blank check company, in the Financial Services sector and classified among shell companies. According to its public disclosures, Alchemy was formed for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has stated a particular focus on businesses that acquire, process, analyze and utilize data from a variety of systems and sources.

The company’s units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, trade on the Nasdaq Stock Market under the symbol ALCYU. Its Class A ordinary shares trade under the symbol ALCY, and its warrants trade under the symbol ALCYW, with each whole warrant exercisable for one Class A ordinary share at a specified exercise price disclosed in its filings. Alchemy is incorporated in the Cayman Islands as an exempted company and is identified in SEC filings as an emerging growth company.

Business purpose and SPAC structure

As a SPAC, Alchemy Investments Acquisition Corp 1 raised capital in an initial public offering with the stated objective of identifying and completing a business combination. The company’s disclosures emphasize a focus on targets involved in data-centric activities, including acquiring, processing, analyzing and using data from multiple systems and sources. Until it completes a business combination, Alchemy’s primary activities relate to evaluating potential targets, managing its trust account and meeting its reporting and governance obligations as a public company.

The company’s units began trading on the Nasdaq Global Market under the ticker symbol ALCYU following its initial public offering. The IPO proceeds, net of applicable costs, were placed into a trust account, consistent with typical SPAC structures, and are subject to redemption by public shareholders in connection with certain shareholder votes, including votes on extensions of the deadline to complete a business combination.

Proposed business combination with Cartiga

Alchemy has entered into a Business Combination Agreement with Cartiga, LLC, a Delaware limited liability company. According to an 8-K filing describing the agreement, the transaction structure involves several steps. First, Alchemy will domesticate from the Cayman Islands to Delaware by merging with and into a Delaware corporation that is currently a wholly owned subsidiary of Alchemy, referred to in filings as Alchemy Acquisition Holdings, Inc. or Pubco. Pubco will survive that merger and change its name to Cartiga Holdings, Inc.

Following the domestication, a Delaware limited liability company wholly owned by Pubco (Newco) will merge with and into Cartiga, with Cartiga surviving as the operating company (referred to in the filing as OpCo) and becoming a wholly owned subsidiary of Pubco. The organizational structure after closing is described as an Up-C structure, in which substantially all of the combined company’s assets and business will be held by Cartiga and its subsidiaries, while public investors will hold equity in Pubco.

Under the Business Combination Agreement, Pubco has agreed to acquire all of the limited liability company equity interests of Cartiga for a stated equity value, to be paid in a combination of OpCo units and shares of voting, non-economic Class B common stock of Pubco, allocated among Cartiga’s existing equity holders according to the agreement’s terms. The agreement also describes how existing Alchemy securities will convert into Pubco securities in connection with the domestication, including the conversion of Alchemy Class A and Class B ordinary shares, preference shares, units and warrants into corresponding Pubco securities.

The closing of the business combination is subject to a number of conditions, including approvals by Alchemy’s shareholders and Cartiga’s members, satisfaction of a minimum available cash condition (unless waived under specified circumstances), regulatory clearances and Nasdaq listing requirements. The agreement also includes termination provisions that allow either side to terminate the transaction under certain specified conditions, including if the business combination has not closed by a stated outside date or if required approvals are not obtained.

Extensions and shareholder approvals

Alchemy has sought and obtained shareholder approval to extend the date by which it must complete a business combination. In an 8-K describing an annual general meeting, the company reported that shareholders approved an amendment to its Articles of Association to allow the company to extend its deadline to complete a business combination on a month-to-month basis, at the discretion of its directors, by depositing specified amounts into its trust account for each extension period, up to a final date in September 2026. Following that meeting, the company extended its deadline by one month and deposited funds into the trust account in accordance with the approved terms.

The same filing reports that shareholders also ratified the appointment of an independent registered public accounting firm for a specified fiscal year. The voting results, including the number of shares voted for, against and abstaining on each proposal, are detailed in the filing, reflecting high participation by eligible shareholders.

Regulatory reporting and emerging growth status

Alchemy files periodic and current reports with the U.S. Securities and Exchange Commission, including Forms 10-Q, 10-K and 8-K, as required for a company with securities registered under Section 12(b) of the Securities Exchange Act of 1934. In a Form 12b-25 (Notification of Late Filing), the company reported that it was unable to file a Quarterly Report on Form 10-Q for a specified period by the prescribed due date without unreasonable effort or expense. In that notification, Alchemy stated that it expected to file the report within the permitted extension period and indicated that it did not anticipate a significant change in results of operations compared with the corresponding period of the prior year.

Alchemy identifies itself in SEC filings as an emerging growth company, which is a status under U.S. securities laws that can allow for certain scaled disclosure and compliance accommodations for a limited period, subject to applicable criteria.

Capital structure and trading symbols

Alchemy’s capital structure, as described in its SEC filings, includes Class A ordinary shares, Class B ordinary shares, preference shares, units and warrants. The units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, are listed on the Nasdaq Stock Market under the symbol ALCYU. The Class A ordinary shares are listed under the symbol ALCY, and the warrants are listed under the symbol ALCYW. Each whole warrant is exercisable for one Class A ordinary share at an exercise price specified in the company’s registration statement and related offering documents.

In connection with shareholder votes on extensions, Alchemy’s filings describe the number of Class A ordinary shares that were tendered for redemption and the resulting number of shares remaining outstanding, as well as the amounts remaining in the trust account after redemptions and extension payments. These disclosures provide insight into the level of public share redemptions and the cash available to support a potential business combination, subject to any additional financing arrangements.

Status and forward-looking considerations

Based on the available filings and news, Alchemy Investments Acquisition Corp 1 remains a SPAC that has announced, but not yet completed, a proposed business combination with Cartiga, LLC. The transaction remains subject to shareholder and member approvals, regulatory reviews and other customary closing conditions, and the Business Combination Agreement includes provisions for termination under specified circumstances. Until the business combination closes, Alchemy continues to function as a SPAC focused on completing its initial business combination within the extended timeframe approved by its shareholders.

Frequently asked questions about Alchemy Investments Acquisition Corp 1

The following FAQs summarize key points drawn directly from the company’s public disclosures and regulatory filings.