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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): September 10, 2025 (September 4, 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:
| |
¨ |
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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 4, 2025, Alchemy
Investments Acquisition Corp 1 (the “Company”), held the annual general meeting (the “Annual Meeting”).
The shareholders of the Company approved the following proposals at the Annual Meeting: (a) as a special resolution, to amend the Company’s
Articles of Association as a special resolution, to provide the Company the right to extend the date by which it has to complete a business
combination on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2026, by placing into
the trust account held at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary
share per month (which amount came to $22,126.29), until September 9, 2026, (the “Charter Amendment Proposal”); and
(b) as an ordinary resolution, a proposal to consider and vote to ratify the appointment of CBIZ CPAs P.C as the independent registered
public accounting firm for the fiscal year December 31, 2025 (the “Ratification of Auditors Proposal”).
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On September 4, 2025, the
Company held the Annual Meeting. On August 5, 2025, the record date for the Annual Meeting, there were 4,532,463 ordinary shares entitled
to be voted at the Annual Meeting. This includes 4,532,462 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”),
and one Class B ordinary share, par value $0.0001 per share (“Class B Share”), after the one-for-one exchange of 2,874,999
Class B Shares for the same number of Class A Shares on October 22, 2024 (together being the issued and outstanding ordinary shares of
the Company, referred to as the “Shares”). At the Annual Meeting, 4,252,700 of such Shares or 93.83% were represented
in person or by proxy.
The final results for each
of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
1. Charter Amendment Proposal
Shareholders approved the
proposal to amend the Company’s Articles of Association as a special resolution, giving the Company the right to extend the date
by which it has to complete a business on a month-to-month basis, as determined by the Directors in their sole discretion, by depositing
into the Trust Account ,the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share per month, until September 9, 2026.
Approval of the Charter Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority
of not less than two-thirds (2/3) of such holders of the issued and outstanding Ordinary Shares voted in person or by proxy at the Annual
Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 3,893,533 | |
206,412 | |
0 | |
152,755 |
2. Ratification of Auditors Proposal
Shareholders approved as an
ordinary resolution, to consider and vote to ratify the appointment CBIZ CPAs P.C.as the independent registered public accounting firm
for the fiscal year December 31, 2025. Approval of the Ratification of Auditors Proposal required an ordinary resolution under Cayman
Islands law by the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares and Public Shares entitled
to vote, in person or by proxy, at the Annual Meeting or any adjournment thereof. The Ratification of Auditors Proposal received the following
votes:
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 4,252,700 | |
0 | |
0 | |
0 |
Item 8.01. Other Events.
Immediately after the Annual
Meeting, the Company extended the time to complete the business combination until October 9, 2025 and deposited $22,126.29 into the trust
account.
In connection with the shareholders’
vote at the Annual Meeting of shareholders held by the Company on September 4, 2025, 324,420 Class A Shares were tendered for redemption,
leaving 4,208,042 Class A Shares (which includes 737,543 Class A Shares held by public shareholders), and one Class B Share. As a result,
approximately $3,791,334.07 (or approximately $11.68 per share) will be removed from the Company’s trust account to pay such redeeming
shareholders, without taking into account additional allocation of payments to cover any tax obligation of the Company since that date.
After the redemptions, approximately $8,619,295.70 will remain in the Company’s trust account.
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: September 10, 2025 |
By: |
/s/
Mattia Tomba |
|
| |
|
Name: |
Mattia Tomba |
|
| |
|
Title: |
Co-Chief Executive Officer
|
|
