Alchemy Investments Acquisition Corp 1 Reports Material Event

Alchemy Investments Acquisition Corp 1, a special purpose acquisition company, reported that Nasdaq has determined its securities are subject to delisting for failing to comply with Nasdaq IM-5101-2.

Rhea-AI Filing Summary

Alchemy Investments Acquisition Corp 1, a special purpose acquisition company, reported that Nasdaq has determined its securities are subject to delisting for failing to comply with Nasdaq IM-5101-2. The rule requires a business combination within 36 months of the IPO registration statement, which became effective on May 4, 2023.

Because Alchemy did not complete an initial business combination by May 4, 2026, Nasdaq will suspend trading of its securities on May 14, 2026 and file Form 25-NSE to remove them from listing. The company will not appeal and expects its securities to begin trading on the over-the-counter market on May 14, 2026.

Insights

SPAC and listings analyst

Alchemy’s SPAC misses its deadline and moves from Nasdaq to OTC trading.

Alchemy Investments Acquisition Corp 1 is a SPAC that was required under Nasdaq IM-5101-2 to close a business combination within 36 months of its IPO registration statement effectiveness on May 4, 2023. It did not complete a transaction by May 4, 2026, triggering noncompliance.

Nasdaq has determined the securities are subject to delisting, with trading on Nasdaq suspended at the opening on May 14, 2026 and a Form 25-NSE to remove the listing. Alchemy will not appeal, and instead expects its units, shares, and warrants to trade on the over-the-counter market starting May 14, 2026.

This is a materially negative development because it marks the end of Alchemy’s ability to use its current Nasdaq listing while it remains a SPAC without a completed business combination. Future disclosures in company filings may clarify post-delisting trading liquidity and any potential liquidation or alternative plans.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

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

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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): 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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.9 KB