Alchemy Investments I

The Nasdaq delisting materially impacts shareholder access to liquid trading venues and introduces compliance and reputational risk ahead of the proposed Cartiga merger. The company's persistent reliance on sponsor advances—now at $2,000,000 in outstanding notes—and continued monthly extension payments highlight severe internal liquidity constraints, underscored by a working capital deficit of $3,910,143 and explicit going concern doubts. While the transaction timeline extends to September 2026, these funding and listing developments increase execution risk and warrant close monitoring of S-4 filings and proxy voting timelines.

Beyond the reporting mechanic, Chief Executive Officer Mattia Tomba represented that no anticipated significant change in operating results exists relative to the last fiscal year. Because the filing contains no disclosures regarding customers, revenue streams, market sizing, strategic pivots, technology assets, partnership agreements, litigation exposure, or personnel changes, there is no new fundamental metric to reassess.

The confirmation that the 36-month merger window closed without a transaction removes the SPAC from Nasdaq’s listing roster, fundamentally altering the liquidity and trading venue for holders of ALCYU units, ALCY shares, and ALCYW warrants before May 14, 2026. By formally declining to contest Nasdaq’s listing determination, management indicated the extension process will not be pursued to maintain exchange status, a move that typically triggers the trust account liquidation and shareholder redemption mechanics detailed in the prospectus rather than deal continuation. The filing contains no updates on trust account balances, redemption submission deadlines, sponsor voting conduct, or target negotiation status. Secondary market participation will therefore shift to the over-the-counter market, changing execution costs, settlement norms, and regulatory oversight compared to The Nasdaq Stock Market, LLC.

This filing confirms the sponsor missed the contractual deadline to acquire a target business (May 4, 2026), effectively breaking active deal progress and triggering default/dissolution pathways. While the 8-K itself does not detail trust account valuations, specific per-share redemption mechanics, formal extension proposals, or litigation, the Nasdaq delisting and immediate liquidity migration to the over-the-counter market materially alter execution conditions for any pending shareholder redemptions, tender offers, or final liquidation distributions. Investors tracking the redemption calendar and payout mechanism must refer to the original IPO prospectus and amended charter for precise trust distribution rules, as those terms govern the termination event independently of this listing compliance notice.

The amendment itself is a dating correction, but the statements it re-files carry a hard going-concern opinion: the auditors state Alchemy has no approved plan to extend beyond the September 9, 2026 deadline and lacks the capital to fund operations or close a deal even if extended. Trust value per public share is $11.81, well above $10, yet only 737,543 public shares remain and $5,175,000 of deferred underwriting plus $1,710,000 of sponsor notes sit ahead of that value in any closing scenario.

The disclosures confirm the SPAC has secured a named acquisition target but faces a structural liquidity shortfall, as the remaining ~$8.6 million in the trust falls significantly short of the $40 million cash condition required for the Cartiga transaction. This dynamic forces public shareholders to choose between approving the merger without full redemption or facing potential cancellation risks if the cash threshold cannot be met before the September 9, 2026 deadline. The entity's reliance on sponsor debt ($1,710,000 pre-filing plus $290,000 drawn subsequently) and the explicit going concern warning highlight that the merger's consummation is now operationally mandatory rather than optional. Additionally, the newly disclosed material weakness in expense accrual controls introduces execution and compliance scrutiny ahead of the expected Q1 2026 regulatory filings.

This filing supplies the definitive valuation anchor ('$10.00' pro forma share price, '$633.8' million enterprise value) and precise capital stack mechanics before the S-4/proxy distribution. The hardcoded '$8.7' trust figure paired with the zero-redemption assumption demonstrates that shareholder opt-outs will immediately compress available transaction funding, potentially forcing PIPE utilization or deal renegotiation. The disclosed LTM unaudited earnings ('$16.7M' EBITDA/'$23.8M' adjusted) and asset base provide a baseline for redemption holders to stress-test against the fixed public equity cost and the stated risks of integration, regulatory delay, and sponsor alignment. Because every forward-looking metric, market size estimate ('~$400B'), and technology timeline ('FY 26') originates from the parties' management teams rather than independently verified audits, the substantive weight of the filing rests on whether redemption candidates can validate these projections against the explicit risk factors outlined by Cartiga and Alchemy executives.

This Investor Presentation, prepared jointly by Alchemy and Cartiga, delivers the first comprehensive operational and financial baseline for the target prior to definitive proxy distribution. According to the parties, Cartiga operates as a litigation finance originator managing $520.8 million in revenue-earning assets, $229.9 million in member equity, $16.7 million last twelve months (“LTM”) EBITDA, and $23.8 million LTM adjusted EBITDA as of December 31, 2025. The presentation attributes $4.7 million LTM net income and $11.8 million LTM adjusted net income, while claiming a 20-percent-plus blended unlevered asset-level internal rate of return generated across $1.8B-plus of realized investments, $1.09B to $1.19B in estimated lifetime settlement values against over $2.0B-plus in lifetime originations, and historical net charge-offs remaining below 2 percent. Management positions the company within a $400B U.S. legal services market where total litigation finance assets stand at approximately $16B and compound annually at roughly 10 percent. The parties describe a consolidated, technology-driven platform featuring a proprietary database of 250,000-plus individual claim outcomes, an 8,000-plus attorney network subjected to proprietary scoring, and an AI underwriting engine expected to launch in fiscal year 2026. Revenue models cite 16-percent to 24-percent annual interest rates on law firm financing, approximately 30-percent-plus pricing on consumer advances, and strategic equity participation through a licensed Arizona law firm subsidiary. Consolidation objectives, MSO exploration, and compliance-heavy institutionalization are highlighted as core growth vectors. Leadership bios identify Sam Wathen as Chief Executive Officer, Halle Benett as Chairman, Greg Bleier as Chief Financial Officer, Steven Wasserman as Chairman, Mattia Tomba and Vittorio Savoia as Co-Chief Executive Officers, and confirm Mattia Tomba executed the accompanying 8-K.

A Form 12b-25 late-filing notice immediately severs the audited financial transparency investors rely on to model redemption triggers, calculate net trust value per share, and determine whether remaining capital suffices to fund a business combination before contractual termination.

The filing advances the procedural timeline toward an S-4 registration statement and preliminary proxy statement, noting that Alchemy will subsequently mail definitive proxy materials to shareholders entitled to vote at the planned Extraordinary Meeting. Strategically, according to the joint press release, the partners view the merger and prospective PIPE as positioning Cartiga to pursue consolidation and organic growth in the litigation finance and legal services sectors. Cartiga CEO Sam Wathen stated the combined company will drive growth through two engines: continued origination of differentiated assets across the recently closed LBS Income Fund and the company balance sheet, plus prospective fee revenue generation via synthetic equity participations in law firms and cases utilizing an Arizona alternative business structure and potential managed services organization structures. Supporting that pipeline, the press release reports Cartiga completed the first close of the LBS Income Fund on March 10, 2026, anchored by a leading global alternative asset manager targeting direct asset exposure across consumer pre-settlement advance and commercial attorney financing verticals. Attributed track record metrics in the filing note Cartiga holds over 20 years of investment experience, has deployed more than $1.9 billion in legal sector investments, and financially participated in matters generating in excess of $20 billion in estimated settlement values for affiliated law firms and clients. Governance and contact details list Co-Chief Executive Officer Mattia Tomba as the signing officer, with investor relations points of contact Steven Wasserman, Mattia Tomba, and Vittorio Savoia. None of these forward-looking projections or fund announcements guarantee capital availability or adjust current trust economics ahead of the September deadline.

A PIPE evaluation directly impacts redemption calculus and merger viability because external capital can offset cash outflows triggered by shareholder withdrawals, yet the absence of definitive terms keeps funding execution speculative prior to the September redemption window. On substantive business details, the press release discloses that Cartiga completed its first closing of the LBS Income Fund on March 10, 2026, anchored by a subscription from a leading global alternative asset manager. Cartiga’s CEO Sam Wathen states the combined entity will capitalize on 'organic growth and consolidation opportunities' in litigation finance and legal services through synthetic equity participations and managed services structures. The company’s own description attributes over 20 years of experience deploying 'more than $1.9 billion in legal sector investments' and financially participating in cases generating 'in excess of $20 billion in estimated settlement values.' While these metrics outline historical capital deployment and strategic positioning, they do not guarantee deal closure, address trust liquidity, or alter the mechanics of the upcoming redemption deadline.

This combination of mechanics and financial posture confirms that despite a ~$3.8 million outflow from public redemptions, the sponsor has successfully funded the September 2026 extension mandate, keeping the combination timeline intact. The $540,000,000 Merger Consideration framework, alongside detailed TRA and shareholder agreement covenants, provides structural visibility on post-close control and cash flow allocations to institutional holders Melodeon and ASRS. However, the explicit going concern warning, combined with only $319,258 available for daily operations and a $1,710,000 maturing promissory obligation, underscores that near-term liquidity remains entirely dependent on consummating the Cartiga transaction before the September 2026 cutoff. The absence of insider trading plan changes suggests stable sponsorship positioning ahead of the proxy solicitation phase, while the deferred underwriting liability of $5,175,000 and taxable basis adjustments outlined in the TRA introduce measurable post-closing liquidity considerations that will directly impact public shareholder valuations once OpCo units begin converting.

This material dictates how shareholders evaluate the merger before redemption or voting. Under management's direction, the deck projects a $300bn+ addressable market for legal claims representing ~1.4% of US GDP, asserts $280MM in committed equity backing Cartiga, and cites a 20%+ blended asset-level internal rate of return on realized litigation investments. For the trailing nine months ended June 30, 2025, the company discloses $61,292,000 in year-to-date revenue, $14,986,000 in year-to-date EBITDA, $19,230,000 in year-to-date adjusted EBITDA, and $5,984,000 in year-to-date net income. The target also reports $1.6B+ in lifetime originations, 250,000+ fundings in its proprietary database, and ~95 employees across ~20 origination officers. While positioning litigation finance yields as highly uncorrelated to traditional asset classes and backed by creditworthy insurance counterparties, management emphasizes that these are forward-looking estimates subject to termination risks, failed regulatory approvals, or insufficient post-redemption cash balances. Performance calculations intentionally exclude Transvaginal Mesh (TVM) plaintiff advances, and no GAAP reconciliations are provided for non-GAAP measures due to unpredictable variable costs.

This submission delivers the first comprehensive unaudited operating and financial snapshot of Cartiga ahead of the formal proxy solicitation cycle. Cartiga’s presentation characterizes its addressable market as a '$300bn+ market representing ~1.4% GDP' for legal claims and law firm finance, citing the U.S. Bureau of Economic Analysis. Management attributes $280MM in committed equity and $250 M + contributed equity capital to the platform. Financial metrics for the nine months ended June 30, 2025, are reported as YTD Revenue of $61,292,000, YTD EBITDA of $14,986,000, YTD Adjusted EBITDA of $19,230,000, and YTD Net Income of $5,984,000. The presentation claims a 20%+ blended asset-level IRR on realized litigation investments, attributing this performance to a proprietary database tracking 250,000+ fundings and 10M+ data points, plus predictive analytics and AI deployment. Strategically, the company plans to scale a ~20-person organic origination team within ~95 total employees while de-emphasizing commoditized broker channels. The non-GAAP reconciliation explicitly lists $2,133 thousand in management fees and expenses paid to a private equity sponsor during the period. Forward-looking disclosures warn that actual outcomes may diverge materially from projections due to redemption volume impacting liquidity thresholds, pending litigation, regulatory evolution, and integration complexities. These figures and claims are unaudited, exclude Transvaginal Mesh (TVM) plaintiff originations (<0.1% of consumer advances), and carry no Section 18 liability under the Exchange Act per the filing’s express disclaimer.

The extension mechanically pushes the final redemption and liquidation deadline forward to September 9, 2026, granting the sponsor approximately twelve additional months to complete a merger without triggering automatic dissolution. The $22,126.29 monthly funding deposit satisfies the contractual extension requirement, but the concurrent $3,791,334.07 redemption payout shrinks the trust reserve to approximately $8,619,295.70. Because the extension cost is fixed monthly while the public share base contracted from 4,532,463 to 4,208,042 Class A Shares, remaining unitholders face a structurally higher per-share monthly funding burden going forward, and the absolute capital available to underwrite the business combination has decreased. The unanimous ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025 confirms ongoing regulatory compliance and financial reporting continuity through the extended search phase. Additionally, the disclosure references the entity's historical rebrand from VAM Acquisition Corp. on December 23, 2021, and reaffirms its Cayman Islands incorporation, Delaware executive office location, and emerging growth company status, all of which define the governing legal framework and reporting obligations throughout the remainder of the redemption calendar.

The secured September 9, 2025 termination date clarifies the liquidation timeline and pauses immediate dissolution risk, while the sustained monthly sponsorship deposits signal ongoing capital preservation efforts. The announced merger agreement with Cartiga marks the transition from a search phase to an active transaction, triggering imminent redemption windows or shareholder votes. This directly dictates whether public investors will receive cash at the stated $11.44 per share trust value or convert their holdings into operating company equity, fundamentally altering the investment thesis from speculation to executed deal settlement.

These terms establish the financial and governance architecture for the de-SPAC transaction, directly impacting shareholder economics and post-closing liquidity. The $12,300,000 trust balance and $40,000,000 minimum cash requirement define the floor for sponsor forfeiture and determine how much capital remains to fund operations after redemptions. The substantial Tax Receivable Agreement creates a long-term, potentially heavy future cash outflow obligation calculated from tax basis adjustments. Furthermore, the Shareholders Agreement grants ASRS and Melodeon ongoing board control and explicit consent rights over critical corporate actions—such as any acquisition or joint venture exceeding 9.9% of net asset value, the first registered public offering, material divestitures, or borrowings exceeding a 3.5:1 debt-to-equity ratio—which significantly curtails management autonomy. According to a press release issued by Mattia Tomba, Co-CEO of Alchemy, and Sam Wathen, CEO of Cartiga, the combined platform leverages Cartiga’s proprietary database of over 250,000 individual litigation-linked asset fundings across 8,000+ lawyers and law firms, alongside over $20 million of IT investments since 2020, targeting a legal services sector they characterize as a $300bn+ market representing approximately 1.4% of GDP, citing the Bureau of Economic Analysis. Cartiga reports having deployed more than $1.6 billion in legal sector investments and participated in matters generating in excess of $20 billion in estimated settlement values.

This filing triggers the formal regulatory and shareholder voting process, with the contract mandating the filing of a Proxy Statement/Registration Statement (Form S-4) within 75 days of execution, thereby setting the immediate redemption calendar and trust distribution timeline for ALCYF shareholders. The disclosed TRA establishes a mechanism for PubCo to pay TRA holders 85% of realized tax benefits, which could generate substantial future cash outflows competing with public shareholder liquidity. Furthermore, the Shareholders Agreement grants Melodeon and ASRS veto rights over critical capital allocation decisions (e.g., acquisitions, borrowings exceeding a 3.5:1 debt-to-equity ratio), signaling a heavily constrained post-combination governance environment that materially impacts how public shareholders' capital will be managed and protected.

Although the document does not modify liquidation deadlines, trigger redemption events, or disclose trust balance adjustments, late 10-Q notifications typically reflect internal accounting reviews, auditor coordination delays, or financial close bottlenecks that warrant tracking for administrative execution risk.

Public shareholders face a binary choice: redeem at ~$11.05 per share using the September 2, 2025 tender deadline, or retain equity in a SPAC whose extended timeline triggers multiple structural risks. The Board warns that prolonging the deal past the IPO's 36-month anniversary (May 4, 2026) contravenes Nasdaq IM-5101-2, which could cause immediate trading suspension or delisting and reclassify the shares as penny stocks under SEC Rule 419. The Company also cautions that longer fund retention in government securities heightens the risk of being deemed an unregistered investment company under the Investment Company Act of 1940, potentially forcing liquidation. While the Board characterizes the target as a 'compelling opportunity' currently under term negotiation, it discloses that a U.S. target with U.S. management may trigger mandatory CFIUS review under FIRRMA, creating potential delays or prohibitions. Sponsor financing relies on forgivable monthly loans, aligning management incentives to complete a transaction before September 9, 2026, while founder and warrant holders stand to lose their full $25,000 and $5,955,000 investments respectively if liquidation occurs. The proxy solicitation costs $8,500 plus disbursements, and the Board recommends voting 'FOR' all proposals without expressing an opinion on whether shareholders should redeem.

This filing fundamentally reconfigures the redemption calendar by establishing a September 2, 2025 tender cutoff and deferring forced liquidation to September 9, 2026, though the Board warns that operating past May 4, 2026 would violate Nasdaq IM-5101-2, which requires SPAC completion within 36 months of IPO effectiveness, and could trigger immediate suspension and delisting under Rule 5815. While the Company states it is 'currently in the process of negotiating terms' for a 'compelling opportunity,' it discloses no target entity, industry, revenue, market size, proprietary technology, customer contracts, or strategic alliances. Investor liquidity will depend on the remaining Trust balance—computed as aggregate deposits plus accrued interest, minus up to $100,000 in interest for dissolution expenses and unpaid income taxes—divided by the number of Public Shares then issued. Founders holding 3,413,000 shares, representing approximately 75% of total voting power, have contractually waived trust liquidation rights, shielding their initial insider capital of $25,000 but exposing their accompanying 595,500 private warrants (purchased for $5,955,000) to total forfeiture upon dissolution. The auditor transition proceeds without cited engagement disputes, while executive reimbursement entitlements and discretionary working capital lending capabilities persist until the extended deadline lapses.

As detailed by SEC staff, the sponsor’s 40-month extension horizon structurally collides with the Nasdaq-imposed 36-month hard stop on May 9, 2026. The staff-stated consequences—including immediate exchange suspension, penny stock reclassification, contracted listed-market liquidity, and altered covered securities treatment—directly impact holder behavior during redemptions and restrict sponsor conduct around extension capital or merger pacing.

Investors monitoring redemption calendars face a hard September 2, 2025 tender deadline to exit at pro rata trust value or retain shares subject to a sponsor-financed timeline extending liquidation risk through September 9, 2026. The Trust balance reflects substantial historical dilution from prior redemptions, and the Sponsor’s commitment to inject up to $30,000 monthly explicitly bridges operating costs while maintaining exchange listing requirements, though the loans carry zero recourse to the Trust Account upon failure. Deal progress disclosures remain operational rather than transactional, with the Board asserting a 'compelling opportunity' involving a 'US company with US management' is under negotiation, providing no target revenue, margins, or valuation data, thereby forcing shareholders to vote purely on timeline flexibility versus immediate capital return. Governance updates highlight a clean auditor transition following an accounting firm acquisition, and disclose that co-CEOs Mattia Tomba and Vittorio Savoia, Chairman Steven M. Wasserman, and five additional directors collectively hold zero public shares while controlling 3,413,000 founder shares representing approximately 75% of voting equity, alongside 595,500 privately held warrants that will expire worthless upon liquidation.

The active funding of the extension calendar confirms management’s intent to pursue a merger through the September 9, 2025 termination date rather than liquidate. However, the dramatic reduction in public shares post-redemption shifts the capital structure significantly, concentrating equity among the sponsor and private placement investors while tying the remaining 1,061,963 public shares to a trust pool that has been heavily drawn down. The explicit going-concern warning tied to a $2,069,142 working capital deficit highlights reliance on either timely sponsor loans, successful business combination proceeds, or further trust withdrawals to remain operational without defaulting on the $5,175,000 deferred underwriting commission or other liabilities.

What changed: SEC Form 12b-25, a routine compliance exhibit functioning as a Notification of Late Filing for a Quarterly Report on Form 10-Q covering the period ended June 30, 2026. The registrant notified the SEC that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 by the prescribed due date and expects to submit it within five calendar days of that date. Why it matters: Beyond confirming an accounting or administrative lag, the document contains no substantive disclosures regarding customers, revenue, market positioning, technology, partnerships, litigation, or personnel changes. Because SPAC public companies must maintain continuous financial reporting to preserve Nasdaq listing status, satisfy proxy solicitation windows, and trigger mandatory redemption events, the reporting gap introduces execution friction ahead of the contractual termination window.

What changed: A Definitive Proxy Statement (Form DEF 14A) soliciting shareholder votes at the Company’s Annual General Meeting on September 1, 2026. Per the filing, the Company proposes amending its Articles to extend the business combination deadline from September 9, 2026 to September 9, 2027 on a month-to-month basis. This extension is contingent on the Sponsor depositing the lesser of $30,000 or $0.03 per non-redeemed Public Share each month. The proxy statement discloses the Trust Account contained $9,114,765.64 as of July 14, 2026, projecting a pro rata redemption price of approximately $12.41 per Public Share as of July 29, 2026 after taxes owed but not paid, while noting a closing market price of $12.00 on July 28, 2026. According to the Board, the Company lacks sufficient time to consummate the proposed business combination agreement with Cartiga, LLC dated August 22, 2025 and hold a separate shareholder vote before the original deadline, necessitating this extension. The filing further reports that Nasdaq suspended trading on May 14, 2026 due to failure to comply with IM-5101-2 regarding the 36-month completion window from the May 4, 2023 IPO effectiveness date, moving the securities to the Pink Open Market under symbols ALCYF, ALCUF, and ALCWF. The Initial Shareholders, holding 3,413,000 ordinary shares acquired for $25,000 and private warrants purchased for $5,955,000, have waived rights to liquidating distributions and forfeited their interests if the combination fails or is not completed by the Extended Date. Why it matters: This filing materially resets the redemption calendar, establishing September 9, 2027 as the final liquidation horizon provided the Sponsor continues monthly funding. It presents public shareholders with a concrete mechanism to exercise redemption rights two business days prior to the September 1 General Meeting, highlighting a notable premium between the projected Trust payout (~$12.41) and the OTC trading price ($12.00). The Nasdaq delisting and subsequent OTC status, explicitly noted by the company, introduces structural liquidity and regulatory shifts that could impact future trading and target accessibility. The heavy concentration of voting power in the Sponsor and founders (approximately 75%) ensures approval is likely, but their substantial financial exposure ($25,000 in founder shares and $5,955,000 in private warrants at risk of total loss without a successful extension or combination) directly ties sponsor conduct to the urgency of closing the Cartiga transaction. Shareholders weighing immediate redemption versus continued merger exposure now have precise timing, cost, and liquidity parameters to evaluate.

What changed: PRELIMINARY PROXY STATEMENT (SCHEDULE 14A) convening an Annual General Meeting of Alchemy Investments Acquisition Corp 1 on September 1, 2026. The filing advances a charter extension altering the business combination termination date from September 9, 2026 to September 9, 2027 on a month-to-month basis. The record date for shareholder voting is locked at close of business on July 21, 2026, with a hard redemption tender deadline of August 28, 2026. The prospectus references a trust account balance of approximately $9,114,765.64 as of July 14, 2026. Sponsor Alchemy DeepTech Capital LLC committed to funding monthly extension loans equal to the lesser of $30,000 or $0.03 per non-redeemed public share, payable by the 9th day of each subsequent month. NASDAQ issued a formal delisting notice on April 7, 2026 citing non-compliance with IM-5101-2 (the 36-month post-effectiveness merger rule tied to the May 4, 2023 IPO date), resulting in Nasdaq trading suspension on May 14, 2026 and OTC listing under ALCYF. Concerning the target transaction, ALCY executed a business combination agreement on August 22, 2025 with Cartiga, LLC, which all directors unanimously approved on August 19, 2025. The ALCY Board asserts that Cartiga carries strong revenue growth potential, has been operating for some time, demonstrates a good return on investment capital for its client base, and maintains a business plan dedicated to both near term cash flow and long term growth. The same Board explicitly states it lacks sufficient time to finalize the Cartiga deal and hold a separate shareholder vote before the September 9, 2026 deadline. CBIZ CPAs P.C. is nominated as independent auditor for fiscal year 2026, having billed $181,738 for services related to the year ended December 31, 2025 ($134,312 for 2024). Founder equity consists of 3,412,999 Class A shares and 1 Class B share (75% of voting power); these insiders waived liquidation distribution rights and do not beneficially own public shares as of the record date. The merger envisions an Up-C structure where Pubco survives as Cartiga Holdings, Inc., allowing target owners to retain U.S. federal partnership tax treatment via OpCo Units. Why it matters: Public shareholders face an irrevocable redemption window closing August 28, 2026 to exchange shares for a pro-rata portion of the $9,114,765.64 trust balance (including accrued interest, minus up to $100,000 for dissolution expenses). The sponsor’s monthly contribution formula ($0.03 per share or capped at $30,000) directly offsets trust account erosion from ongoing regulatory, legal, and proxy solicitation costs during the extension runway. Denying the extension triggers automatic wind-down, full trust liquidation to public holders, and absolute forfeiture of the sponsor’s $25,000 founder share capital and $5,955,000 private warrant portfolio. The documented Nasdaq delisting confirms the SPAC exhausted its statutory merger timeline, leaving public investors exposed to diminished liquidity and elevated volatility on the Pink Open Market. Because the ALCY Board attributes the extension necessity to unavoidable delays in concluding the Cartiga acquisition, capital allocators must weigh the sponsor’s incremental cash infusions and operational assertions against the binary outcome of either continuing capital deployment through mid-2027 or triggering immediate trust redemption. Cayman Islands law requires a two-thirds special resolution for approval, meaning abstentions and broker non-votes effectively count as votes against the proposal, placing disproportionate influence over the outcome in the hands of the sponsor’s 75% insider voting block.

What changed: This is a Nasdaq Delisting Determination notice (Exhibit 99.25) issued by The Nasdaq Stock Market, LLC on July 10, 2026. Nasdaq Staff determined that Alchemy Investments Acquisition Corp 1 no longer qualified for listing under Listing Rule IM-5101-2; the Company confirmed it did not appeal the determination; securities were suspended on May 14, 2026; The Exchange finalized the removal effective at the opening of the trading session on July 20, 2026. Because this delisting occurs before the announced September 9, 2026 merger deadline, it typically activates charter provisions requiring shareholder approval for extensions or triggers direct redemptions against the trust account, effectively removing standard exchange liquidity ahead of the business combination window. Why it matters: Removal from Nasdaq trading suspends public pricing and settlement mechanisms before the September 9, 2026 deadline, complicating investor exit strategies and indicating sponsor failure to satisfy minimum bid price or shareholder equity maintenance requirements under Listing Rule IM-5101-2. Outside of the delisting procedure and company correspondence, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes.

What changed: Quarterly report (Form 10-Q). This filing is a routine periodic compliance report covering the quarter ended March 31, 2026. Mechanics-wise, it confirms the Trust Account holds $8,957,232, includes an additional $66,378 deposit for Q1 extensions, and maintains the September 9, 2026 liquidation deadline. Substantively, it discloses that Nasdaq issued a delisting notice on May 7, 2026 due to non-compliance with IM-5101-2, resulting in trading suspension on May 14, 2026, with management declining to appeal and shares transitioning to OTC markets. The deal progress section reiterates the August 22, 2025 agreement to merge with Cartiga, LLC for an equity value of $540,000,000, structured in an Up-C format. Furthermore, the sponsor executed two subsequent promissory notes totaling $160,000 in April and May 2026 to support working capital needs. Why it matters: The Nasdaq delisting materially impacts shareholder access to liquid trading venues and introduces compliance and reputational risk ahead of the proposed Cartiga merger. The company's persistent reliance on sponsor advances—now at $2,000,000 in outstanding notes—and continued monthly extension payments highlight severe internal liquidity constraints, underscored by a working capital deficit of $3,910,143 and explicit going concern doubts. While the transaction timeline extends to September 2026, these funding and listing developments increase execution risk and warrant close monitoring of S-4 filings and proxy voting timelines.

What changed: This document is an SEC Form 12b-25, a Notification of Late Filing. Chief Executive Officer Mattia Tomba stated the Company determined it is unable to file its Form 10-Q for the period ended March 31, 2026 by the prescribed due date. The registrant expects to deliver the report within five calendar days of that deadline. Why it matters: Beyond the reporting mechanic, Chief Executive Officer Mattia Tomba represented that no anticipated significant change in operating results exists relative to the last fiscal year. Because the filing contains no disclosures regarding customers, revenue streams, market sizing, strategic pivots, technology assets, partnership agreements, litigation exposure, or personnel changes, there is no new fundamental metric to reassess.

What changed: SEC Form 8-K Current Report filed under Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Per the filing, Nasdaq Stock Market LLC issued a notice on April 7, 2026, stating Alchemy Investments Acquisition Corp 1 violated Interpretive Material IM-5101-2 by failing to complete an initial business combination within 36 months of its IPO registration statement becoming effective on May 4, 2023. Because the Company did not consummate its initial business combination by May 4, 2026, Nasdaq declared the securities subject to delisting. The Registrant confirmed it will not appeal the determination, trading on Nasdaq will be suspended at the opening of business on May 14, 2026, a Form 25-NSE will be filed, and the company expects securities to commence over-the-counter trading on that same date. Co-Chief Executive Officer Mattia Tomba executed the notice. The cover page identifies registered instruments as Units (ALCYU), Class A Ordinary Shares with a $0.0001 par value (ALCY), and Warrants exercisable for one Class A Ordinary Share at $11.50 per share (ALCYW). The filing also notes the entity's former conformed name was VAM Acquisition Corp., changed on December 23, 2021. Why it matters: This filing confirms the sponsor missed the contractual deadline to acquire a target business (May 4, 2026), effectively breaking active deal progress and triggering default/dissolution pathways. While the 8-K itself does not detail trust account valuations, specific per-share redemption mechanics, formal extension proposals, or litigation, the Nasdaq delisting and immediate liquidity migration to the over-the-counter market materially alter execution conditions for any pending shareholder redemptions, tender offers, or final liquidation distributions. Investors tracking the redemption calendar and payout mechanism must refer to the original IPO prospectus and amended charter for precise trust distribution rules, as those terms govern the termination event independently of this listing compliance notice.

What changed: A Form 8-K current report filed as a Rule 425 written communication, reporting Item 3.01 regarding a Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard. Per the filing authored and signed by Co-Chief Executive Officer Mattia Tomba, Nasdaq issued a notice on April 7, 2026, stating the registrant failed to comply with Nasdaq Interpretive Material IM-5101-2. Because the IPO registration statement became effective on May 4, 2023, Nasdaq stated the company was required to complete a business combination within 36 months, establishing a compliance cutoff of May 4, 2026. The registrant acknowledged missing that deadline, causing Nasdaq to determine the securities are subject to delisting. The company stated it will not appeal the determination, Nasdaq will suspend trading at the opening of business on May 14, 2026, and the securities will commence over-the-counter trading on May 14, 2026. The document also lists Class A Ordinary Share par value at $0.0001 per share and whole warrant exercise price at $11.50 per share. Why it matters: The confirmation that the 36-month merger window closed without a transaction removes the SPAC from Nasdaq’s listing roster, fundamentally altering the liquidity and trading venue for holders of ALCYU units, ALCY shares, and ALCYW warrants before May 14, 2026. By formally declining to contest Nasdaq’s listing determination, management indicated the extension process will not be pursued to maintain exchange status, a move that typically triggers the trust account liquidation and shareholder redemption mechanics detailed in the prospectus rather than deal continuation. The filing contains no updates on trust account balances, redemption submission deadlines, sponsor voting conduct, or target negotiation status. Secondary market participation will therefore shift to the over-the-counter market, changing execution costs, settlement norms, and regulatory oversight compared to The Nasdaq Stock Market, LLC.

What changed: Amendment No. 1 to Alchemy Investments Acquisition Corp 1's FY2025 Form 10-K, originally filed April 9, 2026, filed solely to correct a scrivener's error in the date of the Marcum LLP audit report covering fiscal 2024 and to file the corrected report; financial statements are reproduced for convenience and nothing else changes. Those statements show 737,543 Class A shares subject to redemption at $11.81, versus 1,061,963 at $10.98 a year earlier, total liabilities of $8,688,322 including $5,175,000 of deferred underwriting, and $1,710,000 of sponsor promissory notes. Why it matters: The amendment itself is a dating correction, but the statements it re-files carry a hard going-concern opinion: the auditors state Alchemy has no approved plan to extend beyond the September 9, 2026 deadline and lacks the capital to fund operations or close a deal even if extended. Trust value per public share is $11.81, well above $10, yet only 737,543 public shares remain and $5,175,000 of deferred underwriting plus $1,710,000 of sponsor notes sit ahead of that value in any closing scenario.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. According to the filing, the trust account holds $8,813,038 as of December 31, 2025, with approximately $8,619,296 remaining after shareholder redemptions. The sponsor deposited $388,504 into the trust ($90,000 for a three-month extension ending February 9, 2025, and $298,504 through December 2025) to satisfy monthly continuation requirements, formally extending the mandatory liquidation deadline to September 9, 2026. Public share redemptions occurred on November 7, 2024 (10,438,037 shares tendered for $114,357,720 at $10.95 per share) and September 11, 2025 (324,420 shares tendered for $3,791,334 at approximately $11.68 per share), reducing the public float to 4,208,042 shares. On deal progress, the company states it entered a definitive business combination agreement on August 22, 2025 with Cartiga, LLC for an equity value of $540,000,000, targeting a first quarter 2026 closing contingent on securing an Available Closing Buyer Cash condition of at least $40,000,000. Sponsor conduct disclosures show the sponsor advanced loans bringing the related party promissory note balance to $1,710,000 as of year-end, followed by two subsequent notes of $40,000 in January 2026 and $250,000 in February 2026 to fund ongoing obligations. The filing also reports that the company has generated zero operating revenues, employs three executive officers and six directors focused on the deep technology and data analytics sector, and identifies a material weakness in internal controls regarding the timely accrual of vendor expenses alongside a working capital deficit of $3,434,050. Why it matters: The disclosures confirm the SPAC has secured a named acquisition target but faces a structural liquidity shortfall, as the remaining ~$8.6 million in the trust falls significantly short of the $40 million cash condition required for the Cartiga transaction. This dynamic forces public shareholders to choose between approving the merger without full redemption or facing potential cancellation risks if the cash threshold cannot be met before the September 9, 2026 deadline. The entity's reliance on sponsor debt ($1,710,000 pre-filing plus $290,000 drawn subsequently) and the explicit going concern warning highlight that the merger's consummation is now operationally mandatory rather than optional. Additionally, the newly disclosed material weakness in expense accrual controls introduces execution and compliance scrutiny ahead of the expected Q1 2026 regulatory filings.