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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): October 30, 2025
| 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 7.01 Regulation FD Disclosure
Alchemy Investments Acquisition Corp. 1 and
Cartiga, LLC have prepared the Investor Presentation, dated October 2025, that will be used by the parties in making presentations
to certain potential investors. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the Investor
Presentation, October 2025.
The information in this Item 7.01 and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information and Where To Find
It
In connection with its
proposed Business Combination, Alchemy Investments Acquisition Corp. 1 (the “Parent”) 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 its definitive proxy statement with the SEC, the Parent will
mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the
transaction. INVESTORS AND SHAREHOLDERS OF THE PARENT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE PARENT WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARENT, THE COMPANY AND THE BUSINESS COMBINATION). The
definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when
they become available), and any other documents filed by the Parent with the SEC, may be obtained free of charge at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
The Parent and its directors
and executive officers may be deemed participants in the solicitation of proxies from the Parent’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 the Parent
will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information
regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available.
Information about the Parent’s directors and executive officers and their ownership of the Parent ordinary shares is set forth in
the Parent’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”).
Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to 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, LLC (the “Company”)
and its managers and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of the Parent 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.
Forward-Looking Statements
This Current Report on Form
8-K and the documents incorporated by reference herein (this “Current Report”)
contain 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 made in this Current Report
regarding the proposed transactions contemplated by the Business Combination Agreement, 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 Parent’s
and the Company’s managements’ 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, the following: (a) the occurrence of
any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement; (b) the outcome
of any legal proceedings that may be instituted against the Parent or the Company following the announcement of the Business Combination
Agreement 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 the Parent or members of the Company, certain regulatory approvals, or satisfy other
conditions to closing in the Business Combination Agreement; (d) the occurrence of any event, change, or other circumstance that could
give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (e) the
failure to meet the minimum cash requirement of the Business Combination Agreement due to the Parent shareholder redemptions and the failure
to obtain replacement financing; (f) the inability to obtain or maintain the listing of the Parent’s ordinary shares on Nasdaq following
the proposed Business Combination; (g) 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; (h) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage
growth profitably, and retain its key employees; (i) costs related to the proposed Business Combination; (j) changes in applicable laws
or regulations; (k) the possibility that the Parent or the Company may be adversely affected by other economic, business, and/or competitive
factors; (l) risks relating to the uncertainty of the projected financial information with respect to Pubco; (m) risks related to the
organic and inorganic growth of the Company’s business and the timing of expected business milestones; (n) the amount of redemption
requests made by the Parent’s shareholders; and (o) other risks and uncertainties indicated from time to time in the Prospectus
that includes a preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final prospectus relating
to the proposed Business Combination, including those under “Risk Factors” therein, and in the Parent’s other filings
with the SEC. The Parent cautions that the foregoing list of factors is not exclusive. The Parent and the Company caution readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Parent and the Company 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 the Company nor the Parent
gives any assurance that either the Company or the Parent, or the combined company, will achieve its expectations.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial
Statements and Exhibits
| Exhibit 99.1 |
|
Investor Presentation |
| Exhibit 104 |
|
Cover Page Interactive Data File |
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 hereunto duly authorized.
| |
Alchemy Investments Acquisition Corp 1 |
| |
|
|
| |
By: |
/s/ Mattia Tomba |
|
| |
Mattia Tomba |
| |
Chief Executive Officer |
October 30, 2025
