UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2026
| ALCHEMY INVESTMENTS ACQUISITION CORP 1 |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-41699 |
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N/A |
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(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(IRS Employer
Identification No.) |
850 Library Avenue, Suite 204-F
Newark, DE 19711
(Address of principal executive offices, including
zip code)
(212) 877-1588
Registrant’s
telephone number, including area code:
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
|
ALCYU |
|
The Nasdaq Stock Market, LLC |
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| Class A Ordinary Share, par value $0.0001 per share |
|
ALCY |
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The Nasdaq Stock Market, LLC |
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| Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share |
|
ALCYW |
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The Nasdaq Stock Market, LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 7.01 Regulation FD Disclosure.
On March 24, 2026, Alchemy Investments Acquisition
Corp 1 (“Alchemy”) and Cartiga, LLC, a Delaware limited liability company (“Cartiga”), issued a joint press release
announcing their intention to evaluate a potential private investment in public equity ("PIPE") to support their proposed business
combination transaction. No definitive agreements with respect to any PIPE financing have been entered into to date, and there can be
no assurance that Alchemy will enter into any such definitive agreements or consummate any PIPE financing on any particular terms, or
at all.
Furnished as Exhibit 99.1 hereto and incorporated
by reference herein is a press release issued in connection with the potential PIPE and related matters.
Important Information and Where to Find
It
This press release is provided for information
purposes only and contains information with respect to a potential business combination described herein. Alchemy Acquisition Holdings,
Inc. intends to file relevant materials with the SEC, including a Registration Statement on Form S-4 that includes a preliminary proxy
statement/prospectus, and when available, a definitive proxy statement and final prospectus. Promptly after filing any definitive proxy
statement with the SEC, Alchemy will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the
Extraordinary Meeting relating to the transaction. INVESTORS AND SHAREHOLDERS OF ALCHEMY ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT ALCHEMY FILES WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALCHEMY, CARTIGA AND THE BUSINESS COMBINATION.
Any definitive proxy statement, preliminary proxy statement and other relevant materials in connection with the transaction (if and when
they become available), and any other documents filed by Alchemy with the SEC, may be obtained free of charge at the SEC’s website
(www.sec.gov).
Participants in the Solicitation
Alchemy and its directors and executive officers
may be deemed participants in the solicitation of proxies from Alchemy’s shareholders with respect to the business combination.
A list of the names of those directors and executive officers and a description of their interests in Alchemy will be included in the
proxy statement for the proposed business combination and will be available at www.sec.gov. Information about Alchemy’s directors
and executive officers and their ownership of ordinary shares is set forth in Alchemy’s final prospectus, dated as of May 4, 2023,
and filed with the SEC (File No. 333-268659) on May 5, 2023, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of such filing (the “Prospectus”). Additional information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement for the proposed business combination when it becomes available. These documents
can be obtained free of charge at the SEC’s website (www.sec.gov).
Cartiga and its managers and executive officers
may also be deemed to be participants in the solicitation of proxies from the shareholders of Alchemy in connection with the proposed
business combination. A list of the names of such managers and executive officers and information regarding their interests in the proposed
business combination will be included in the proxy statement for the proposed business combination when it becomes available.
Forward-Looking Statements
This communication contains certain “forward-looking
statements”. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,”
“will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,”
“future,” “forecast,” “intend,” “plan,” “project,” “outlook” and
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples
of forward-looking statements include, among others, statements regarding the proposed transactions contemplated by the business combination
agreement (the “BCA”), including the benefits of the business combination, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management
and governance of the combined company, and the expected timing of the business combination. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on the Parties’ management teams’ current beliefs,
expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may
differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward- looking
statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking
statements include, among others: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination
of the BCA or could otherwise cause the transaction to fail to close; (b) the outcome of any legal proceedings that may be instituted
against the Parties following the announcement of the BCA and the transactions contemplated therein; (c) the inability to complete the
proposed business combination, including due to failure to obtain approval of the shareholders of Alchemy or members of Cartiga, certain
regulatory approvals, or satisfy other conditions to closing in the BCA; (d) the inability to obtain or maintain the listing of securities
on Nasdaq following the proposed business combination; (e) the risk that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the proposed business combination; (f) the ability to recognize the anticipated
benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Cartiga to grow
and manage growth profitably, and retain its key employees; (g) costs related to the proposed business combination; (h) changes in applicable
laws or regulations; (i) the possibility that Alchemy or Cartiga may be adversely affected by other economic, business, and/or competitive
factors; (j) risks relating to the uncertainty of the projected financial information with respect to Cartiga; (k) risks related to the
organic and inorganic growth of Cartiga’s business and the timing of expected business milestones; (l) the amount of redemption
requests made by Alchemy’s shareholders; and (m) other risks and uncertainties indicated from time to time in any Prospectus that
includes a preliminary proxy statement/prospectus, and if and when available, a definitive proxy statement and final prospectus relating
to the proposed business combination, including those under “Risk Factors” therein, and in Alchemy’s other filings with
the SEC. Alchemy cautions that the foregoing list of factors is not exclusive. The Parties caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Parties do not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change
in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither Alchemy nor Cartiga gives any assurance that either Cartiga or Alchemy,
or the combined company, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation
of any vote, consent or approval in any jurisdiction in respect of the proposed business combination, nor shall there be any sale, issuance
or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under
the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item 9.01 Financial
Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 24, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto
duly authorized.
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ALCHEMY INVESTMENTS ACQUISITION CORP 1 |
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| Dated: March 24, 2026 |
By: |
/s/ Mattia Tomba |
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|
Name: Mattia Tomba |
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|
Title: Co-Chief Executive Officer |
