Nasdaq to suspend Alchemy (NASDAQ: ALCY) trading; securities to move OTC

Rhea-AI Filing Summary

Alchemy Investments Acquisition Corp 1 received a Nasdaq notice that it failed to comply with IM-5101-2 because it did not complete a business combination within 36 months of its IPO registration statement effective May 4, 2023. The Company will not appeal Nasdaq's determination and its Nasdaq trading will be suspended at the opening of business on May 14, 2026; the Company expects its securities to commence trading on the over-the-counter market on May 14, 2026.

Insights

Corporate Governance Analyst

Delisting follows a common SPAC timeline miss and the issuer elected not to appeal.

The notice cites IM-5101-2, which requires SPACs to complete an initial business combination within 36 months of the IPO registration's effectiveness date of May 4, 2023. Failure to meet that deadline triggered Nasdaq delisting procedures.

Absent an appeal, the company will be suspended from Nasdaq on May 14, 2026 and expects OTC trading the same day. Subsequent filings will show the formal delisting steps, including the Form 25-NSE.

Market Structure Specialist

Securities moving from Nasdaq to OTC alters liquidity and disclosure dynamics.

Trading on the over-the-counter market typically has lower liquidity and different market-maker support than Nasdaq; quote quality and intraday execution may change for holders. The registrant's decision not to appeal fixes the timing: suspension at open on May 14, 2026.

Shareholders should expect differences in trading spreads and reporting cadence; future filings will clarify post-suspension listing status and any corporate actions.

Key Figures

IM-5101-2 deadline: 36 months IPO registration effective date: May 4, 2023 Noncompliance date noted: May 4, 2026 +1 more

4 metrics

IM-5101-2 deadline 36 months SPAC business combination window from IPO effectiveness

IPO registration effective date May 4, 2023 registration statement effectiveness date

Noncompliance date noted May 4, 2026 deadline for completing initial business combination

Nasdaq suspension date May 14, 2026 suspension of trading at opening of business

Key Terms

IM-5101-2, Form 25-NSE, over-the-counter market

3 terms

IM-5101-2 regulatory

"did not comply with IM-5101-2, and that its securities are now subject to delisting"

Form 25-NSE regulatory

"a Form 25-NSE will be filed with the Securities and Exchange Commission"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

over-the-counter market market

"the Company expects its securities will commence trading on the over-the-counter market"

A market where securities are bought and sold directly between dealers and brokers instead of on a centralized stock exchange. Think of it like a neighborhood bazaar compared with a big supermarket: prices and rules can vary, oversight is lighter, and some instruments are harder to trade or riskier. Investors care because OTC listings can offer access to small or specialized investments but often come with higher price volatility, lower liquidity, and greater information risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:20 PM Learn about SEC filing dates

FAQ

What does the Nasdaq notice mean for ALCY shareholders?

It means ALCY failed to complete a business combination within the required 36 months and Nasdaq determined to delist the securities. Trading on Nasdaq will be suspended at the opening of business on May 14, 2026, and the shares are expected to trade OTC that same day.

Why did Nasdaq cite IM-5101-2 for Alchemy (ALCY)?

Nasdaq cited IM-5101-2 because the SPAC's IPO registration became effective on May 4, 2023 and the issuer did not complete an initial business combination within the permitted 36 months, creating noncompliance under that interpretive material.

Will Alchemy appeal the delisting decision?

No. The Company stated it will not request a timely appeal of Nasdaq's determination. As a result, Nasdaq will suspend trading of the Company’s securities at the opening of business on May 14, 2026 and file a Form 25-NSE.

When will ALCY securities begin trading on the over-the-counter market?

The Company expects its securities to commence trading on the over-the-counter market on May 14, 2026, the same day Nasdaq suspension takes effect. Exact timing and the OTC quotation symbol will depend on market-makers and subsequent OTC procedures.

What filings will follow Nasdaq’s suspension of ALCY trading?

Nasdaq's suspension will be followed by the filing of a Form 25-NSE with the SEC to remove the securities from Nasdaq. Additional corporate disclosures may appear in subsequent SEC filings regarding listing status or corporate actions.

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): May 8, 2026 (May 7, 2026)

ALCHEMY INVESTMENTS ACQUISITION CORP 1

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41699		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(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:

	x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	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
Class A Ordinary Share, par value $0.0001 per share		ALCY		The Nasdaq Stock Market, LLC
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share		ALCYW		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.

On April 7, 2026, Alchemy Investments Acquisition Corp 1 (“Alchemy”) received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting. The Company’s registration statement, filed in connection with the Company’s IPO, became effective on May 4, 2023. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by May 4, 2026, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on May 14, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on The Nasdaq Stock Market.

The Company will not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on May 14, 2026. However, the Company expects its securities will commence trading on the over-the-counter market on May 14, 2026. 

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.

	ALCHEMY INVESTMENTS ACQUISITION CORP 1
Dated: May 8, 2026	By:	/s/ Mattia Tomba
		Name: Mattia Tomba
		Title: Co-Chief Executive Officer