ALCYF SEC filings, in plain English
Everything Alchemy Investments I has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: On September 4, 2026, Alchemy Investments Acquisition Corp 1 reconvened its extraordinary general meeting and approved a further adjournment to September 8, 2026, at 12:00 p.m. Eastern Time, while continuing to accept requests from shareholders to reverse previously submitted redemption elections. Why it matters: Investors must note the specific new meeting date of September 8, 2026, as this is the immediate deadline for voting on the business combination or triggering redemptions before the final September 9, 2026 trust termination deadline.
What changed: On September 4, 2026, Alchemy Investments Acquisition Corp 1 reconvened its extraordinary general meeting and approved a further adjournment until Tuesday, September 8, 2026, at 12:00 p.m. Eastern Time; the Company is continuing to accept requests from shareholders to reverse previously submitted redemption elections. Why it matters: Investors must note the new meeting date of September 8, 2026, which is four days before the trust deadline of September 9, 2026, creating an imminent window for redemption reversals and potential liquidation or deal completion decisions.
What changed: Alchemy Investments Acquisition Corp 1 adjourned its extraordinary general meeting on September 1, 2026, with reconvening scheduled for September 4, 2026, at 10:00 a.m. Eastern Time, and is continuing to accept requests from shareholders to reverse previously submitted redemption elections. Why it matters: Investors tracking the SPAC's deadline of September 9, 2026, must note that the adjournment extends the window for shareholder votes and allows for the reversal of redemption elections up until the reconvened meeting.
What changed: The filing reports that Alchemy Investments Acquisition Corp 1 (ALCY) has been delisted from Nasdaq and is now trading on the over-the-counter market. Specifically, on April 7, 2026, Nasdaq notified ALCY that it did not comply with IM-5101-2 because it failed to complete a business combination by May 4, 2026; consequently, ALCY’s securities were suspended from trading on Nasdaq on May 14, 2026, and began trading on the OTC market on that date. The filing also discloses that on July 10, 2026, the Company filed Form 25-NSE to formally remove its listing and registration. Regarding the proposed business combination with Cartiga, LLC, the filing confirms the agreement remains in place but notes that the Business Combination Agreement may be terminated if closing does not occur by September 9, 2026. Financially, the Trust Account balance increased to $9,103,236 as of June 30, 2026, from $8,813,038 at December 31, 2025, driven by investment gains and extension deposits. The Sponsor’s promissory note balance rose to $2,186,000 as of June 30, 2026, from $1,710,000 at year-end 2025. Why it matters: The delisting from Nasdaq removes the company from major exchange liquidity and visibility, potentially impacting investor access and warrant valuation. The move to OTC trading coincides with the expiration of the original 18-month combination period, placing all remaining value on the successful completion of the Cartiga merger or liquidation by the extended deadline of September 9, 2026. The increase in the Trust Account reflects ongoing extension payments ($132,756 deposited in H1 2026) and interest accruals, which directly determines the per-share redemption value for public shareholders if the deal fails. The rising related-party debt ($2,186,000) indicates continued sponsor funding to cover operational costs and extension fees, highlighting the company's reliance on sponsor capital to maintain going concern status while facing substantial doubt about its ability to continue operations without a completed business combination.
What changed vs 2026-05-21trust $8.8M → $9.1M +3%going concern APPEAREDtrust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $8.8M$9.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-09-09
- Sponsor loans outstanding
- not previously extracted$2.2M
- Redeemable shares
- not previously extracted738K
SpacBrain reads this as $290,198 was added to the trust between the two filings.
The clause …“ 65,852 24,252 Total current assets 84,847 79,272 Investments held in Trust Account 9,103,236 8,813,038 Total Assets $ 9,188,083 $ 8,892,310 Liabilities, Redeemable Class A Ordinary Shares and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing”…
The clause …“basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per”…
The clause …“with the same loan terms as the June 24, 2024 promissory note. The outstanding balance under the Promissory Notes were $ 2,186,000 and $ 1,710,000 as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026”…
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 737,543 shares subject to possible redemption as of June 30, 2026 and December 31, 2025) as of June 30, 2026 and December 31, 2025 (1) 348 348 Class B”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-08-12deadline 2026-09-09 → 2027-09-09combination deadline1 moved
- Combination deadline
- 2026-09-092027-09-09
SpacBrain reads this as 365 days later than the previous record.
The clause …“of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by September 9, 2027 by depositing the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-11-18trust $11.9M → $9.0M -24%sponsor loan $1.7M → $2.0Mtrust account, sponsor loans outstanding, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $11.9M$9.0M
- Sponsor loans outstanding
- $1.7M$2.0M
- Combination deadline
- 2026-09-09 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 738K · unchanged
SpacBrain reads this as $2,894,576 left the trust between the two filings.
The clause …“ 88,430 24,252 Total current assets 174,673 79,272 Investments held in Trust Account 8,957,232 8,813,038 Total Assets $ 9,131,905 $ 8,892,310 Liabilities, Redeemable Class A Ordinary Shares and”…
SpacBrain reads this as the sponsor has advanced $290,000 more.
The clause …“with the same loan terms as the June 24, 2024 promissory note. The outstanding balance under the Promissory Notes were $ 2,000,000 and $ 1,710,000 as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026”…
The clause …“basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per”…
The clause …“date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing”…
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 737,543 shares subject to possible redemption as of March 31, 2026 and December 31, 2025) as of March 31, 2026 and December 31, 2025 (1) 348 348 Class B”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed vs 2025-04-03trust $120.7M → $11.9M -90%deadline 2025-09-09 → 2026-09-09sponsor loan $530K → $1.7Mshares 1.06M → 738K -31%trust account, combination deadline, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $120.7M$11.9M
- Combination deadline
- 2025-09-092026-09-09
- Sponsor loans outstanding
- $530K$1.7M
- Redeemable shares
- 1.06M738K
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to target businesses that have historically demons… · unchanged
SpacBrain reads this as $108,812,757 left the trust between the two filings.
The clause …“using available market information. The Company had $ 8,813,038 and $ 11,851,808 in investments held in the Trust Account as of December 31, 2025 and December 31, 2024, respectively. Fair values of these investments are”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to September 9, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond”…
SpacBrain reads this as the sponsor has advanced $1,180,000 more.
The clause …“with the same loan terms as the June 24, 2024 promissory note. The outstanding balance under the Promissory Notes were $ 1,710,000 and $ 530,000 as of December 31, 2025 and December 31, 2024, respectively. As of December 31,”…
SpacBrain reads this as 324,420 shares are no longer redeemable.
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 737,543 and 1,061,963 shares subject to possible redemption as of December 31, 2025 and December 31, 2024, respectively) as of December 31, 2025 and December”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2025, we had $55,020 in cash and a working capital deficit of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K disclosure itemizing a Regulation FD Investor Presentation attached as Exhibit 99.1 regarding a proposed business combination between Alchemy Investments Acquisition Corp 1 and Cartiga, LLC. The filing publishes an illustrative transaction overview that assumes $8.7 million in cash held in trust, explicitly noting the figure assumes no redemptions of trust cash, and projects a post-transaction capital structure allocating 93 percent to Cartiga shareholders, 1 percent to Alchemy public shareholders, and 6 percent to the Alchemy sponsor and affiliates. The presentation outlines a $40.0 million pipeline investment structured as convertible securities with a conversion price of $7.00 per share, anchors a pro forma share price assumption of $10.00, and confirms that Alchemy Acquisition Holdings, Inc. intends to file a Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus. That forthcoming SEC filing will initiate the formal proxy solicitation, define the redemption window, and set the logistics for the Extraordinary Meeting related to the transaction ahead of the September 9, 2026 termination deadline. Why it matters: 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.
What changed: SEC Form 425 written communication containing an April 2026 Investor Presentation filed by Alchemy Investments Acquisition Corp 1 regarding a proposed business combination with Cartiga, LLC. First, this document is a Form 425 written communication accompanying an investor presentation used for shareholder solicitation ahead of an Extraordinary Meeting, pending Form S-4, preliminary proxy/prospectus, and definitive proxy materials. Mechanics, redemption timelines, trust value, and deal progress: The filing prepares investors for the upcoming proxy mailing and reiterates that 'the amount of redemption requests made by Alchemy’s shareholders' remains a material closing risk. The presentation tabulates '$8.7' in cash in trust, explicitly stating '(1) Assumes no redemptions of Cash in Trust.' It structures total sources at '$588.7', composed of '$540.0' equity consideration, '$8.7' cash in trust, and '$40.0' PIPE (a convertible security with a '$7.00' conversion price). Total uses equal '$588.7', allocated as '$540.0' to Cartiga members, '$13.3' transaction fees, and '$35.4' cash to balance sheet. Pro forma capitalization assumes a '$10.00' share price, '58.2' million shares outstanding, '$582.1' million equity value, '$120.0' million debt (including '$80mm' of unsecured notes on Cartiga's balance sheet as of 9/30/25), '$(68.3)' million cash (including '$33mm' of cash on Cartiga's balance sheet at 9/30/25), and '$633.8' million enterprise value. Post-combination ownership splits as '93%' Cartiga Shareholders, '1%' ALCY Public, and '6%' ALCY Sponsor & Affiliates. Other substance (claims attributed to Cartiga and Alchemy management): The presentation characterizes the target market as '~$400B' U.S. legal services and '~$16B' total litigation finance assets, expanding at '~10% CAGR'. Unaudited LTM results ending December 31, 2025, reported by management, show '$16.7M' EBITDA, '$23.8M' adjusted EBITDA, '$4.7M' net income, and '$11.8M' adjusted net income, supported by '$520.8M' revenue-earning assets, '$83M' originations, '$200M' fee revenue, and '$200M' realizations. Management claims a '20%+' blended unlevered asset-level IRR on '$1.8B+' of realized investments. Operational disclosures cite a proprietary database tracking '250k+' individual claim outcomes, scoring for '8k+' attorneys, '$500M+' advances/receivables on balance sheet (as of 9/30/25), commercial loans priced at '16%–24%', consumer advances capped near '10%' LTV with pricing of '~30%+', and an 'AI Underwriting Engine' slated for 'FY 26'. Key personnel identified include Halle Benett (Chairman), Greg Bleier (CFO), Sam Wathen (CEO), Steven Wasserman (Chairman), Mattia Tomba (Co-CEO), and Vittorio Savoia (Co-CEO). Why it matters: 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.
What changed: SEC Form 12b-25 Notification of Late Filing (routine compliance exhibit). In its own terms, this document is a routine compliance exhibit filing a Form 12b-25 notification to excuse a delayed annual report. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing contains no updates: it does not disclose trust account balance per share, shareholder redemption mechanics, merger extension voting parameters, target acquisition status, or sponsor governance changes. Why it matters: 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.
What changed: Form 8-K filing submitted under Item 7.01 Regulation FD Disclosure containing a joint press release regarding Alchemy Investments Acquisition Corp 1’s evaluation of a potential private investment in public equity (PIPE) financing for its proposed business combination with Cartiga, LLC. The filing updates that preliminary discussions with potential PIPE investors have commenced, while explicitly noting that 'no definitive agreements with respect to any PIPE financing have been entered into to date.' This advances deal progress toward securing supplementary capital but leaves the redemption deadline unchanged at September 9, 2026, provides no disclosure regarding trust account value, and announces no extensions or sponsor conduct modifications. Why it matters: 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.
What changed: Form 8-K filing submitted under Rule 425, attaching Exhibit 99.1, which is a joint press release dated March 24, 2026 from Alchemy Investments Acquisition Corp. 1 and Cartiga, LLC. Deal progress updates confirm that Alchemy and Cartiga have opened preliminary discussions with potential investors to evaluate a potential PIPE financing to support the proposed business combination and post-closing plan. No definitive PIPE agreements have been executed, and the parties expressly state there is no assurance any financing will be consummated on particular terms or at all. Redemption mechanics, trust valuation parameters, and the September 9, 2026 liquidation deadline remain unmodified by this submission; the text only references “the amount of redemption requests made by Alchemy’s shareholders” as a standing risk factor that could delay or prevent closing, without disclosing updated trust balances, extension voting records, or changes to tender procedures. Why it matters: 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.
What changed: A quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025. First, per Management’s Discussion and Analysis and Note 1 to the unaudited condensed consolidated financial statements, the Trust Account balance stands at $8,662,826 as of September 30, 2025, declining from $11,851,808 at December 31, 2024 after 324,420 Class A ordinary shares were redeemed on September 11, 2025 for $3,791,334 (approximately $11.68 per share). According to the same notes, shareholders approved a one-year extension on September 4, 2025, moving the liquidation deadline to September 9, 2026, with $322,126 accumulated in mandatory monthly extension deposits held within the trust. As disclosed in the proposed business combination section, the Business Combination Agreement executed on August 22, 2025 with Cartiga, LLC establishes an equity value of $540,000,000 and targets a first quarter 2026 closing via an Up-C structure. The filing confirms the execution of support and non-redemption agreements, a six-month lock-up period, and a Tax Receivable Agreement. Per Note 5, related-party promissory notes to the Sponsor (Alchemy DeepTech Capital LLC) rose to an outstanding balance of $1,710,000 accruing at 10% interest, while administrative fees remain fixed at $10,000 monthly. Item 5 confirms no directors or executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the nine months ended September 30, 2025. Second, regarding other substance, Management reports a net loss of $863,650 for the nine months ended September 30, 2025, holds $319,258 in cash outside the trust, carries a working capital deficit of $3,049,242, and explicitly states substantial doubt exists regarding the company’s ability to continue as a going concern without successful deal closure. Post-combination governance provisions allocated board nomination rights to Melodeon LBS GP, LLC (thresholds at 60%, 40%, and 15%) and the Arizona State Retirement System (thresholds at 50% and 25%), with joint independent director designation triggered at 75% collective ownership. Why it matters: 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.
What changed vs 2025-08-27deadline 2025-02-09 → 2026-09-09sponsor loan $1.1M → $1.7Mshares 1.06M → 738K -31%combination deadline, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Combination deadline
- 2025-02-092026-09-09
- Sponsor loans outstanding
- $1.1M$1.7M
- Redeemable shares
- 1.06M738K
- Trust account
- $11.9M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 577 days later than the previous record.
The clause …“basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $ 30,000 or $ 0.03 per”…
SpacBrain reads this as the sponsor has advanced $580,000 more.
The clause …“with the same loan terms as the June 24, 2024 promissory note. The outstanding balance under the Promissory Notes were $ 1,710,000 and $ 530,000 as of September 30, 2025 and December 31, 2024, respectively. As of September”…
SpacBrain reads this as 324,420 shares are no longer redeemable.
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 737,543 and 1,061,963 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively) as of September 30, 2025 and”…
The clause …“using available market information. The Company had $ 8,662,826 and $ 11,851,808 in investments held in the Trust Account which included $ 322,126 and $ 90,000 required deposit for extension as of September 30, 2025 and”…
The clause …“condensed consolidated financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This is an SEC Form 12b-25 routine compliance exhibit notifying the Commission of a delayed filing. Regarding mechanics, Chief Executive Officer Mattia Tomba states the registrant could not file its Quarterly Report on Form 10-Q for the period ended September 30, 2025, by the prescribed due date, and expects to submit it within five calendar days of that deadline. This filing reports no amendments to redemption schedules, trust account balances, business combination extensions, or target company integration progress. Mr. Why it matters: Beyond the administrative delay, the document contains no claims regarding customer concentrations, revenue streams, addressable market size, technology roadmaps, partnership structures, active litigation, or executive turnover. As a standalone compliance notice, it does not alter the announced deal trajectory or trigger mandatory trust redemption provisions, though continued monitoring of the subsequently filed 10-Q is necessary to confirm the delayed financials do not disclose material accounting qualifications or cash deployment shifts ahead of the September 2026 liquidation horizon.
What changed: An 8-K Current Report under Item 7.01 (Regulation FD Disclosure) attaching Exhibit 99.1, an Investor Presentation dated October 2025 regarding a proposed business combination between Alchemy Investments Acquisition Corp 1 and Cartiga, LLC. The filing announces the preparation and distribution of the October 2025 Investor Presentation to certain potential investors and maps out the near-term procedural roadmap for the transaction. Alchemy intends to file a Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus, which will subsequently be replaced by a definitive proxy statement and final prospectus. Following the definitive proxy filing, Alchemy will mail these materials along with a proxy card to shareholders entitled to vote at a Special/Extraordinary Meeting. The filing reiterates standard business combination closing conditions—including shareholder approval, regulatory clearances, Nasdaq listing maintenance, and the ability to satisfy minimum cash requirements despite potential shareholder redemptions—but makes no announcement altering the known September 9, 2026 dissolution deadline. No specific trust account balance or per-share trust value is disclosed in this submission. Why it matters: 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.
What changed: A Form 425 filing submitting a Rule 425 written communication—specifically, an 'Investor Presentation' dated October 2025—filed by Alchemy Investments Acquisition Corp 1 regarding its proposed business combination with Cartiga, LLC. Nothing has changed regarding the redemption deadline or trust value. The filing simply attaches the investor deck to the public record prior to the anticipated Form S-4 and preliminary proxy statement. The October 2025 presentation will be used in upcoming pitches to potential investors and proxy solicitation leading up to the Extraordinary Meeting. Why it matters: 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.
What changed: A Form 8-K current report detailing the results of an annual general meeting, specifically disclosing shareholder approval of a charter amendment to extend the business combination window, the ratification of an independent registered public accounting firm, reported public share redemptions, a mandatory monthly trust funding deposit, and the resulting adjusted trust account balance and share count. The filing states that at its September 4, 2025 annual meeting, shareholders approved a special resolution authorizing the Board to extend the business combination completion deadline on a month-to-month basis until September 9, 2026 by depositing into the trust account at Continental Stock & Transfer Company the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share each month. According to the report, the Company immediately exercised this provision, extending the deadline to October 9, 2025 and depositing $22,126.29. In connection with the shareholder vote, 324,420 Class A Shares were tendered for redemption, triggering a trust payout of approximately $3,791,334.07 (approximately $11.68 per share). Following the transaction, approximately $8,619,295.70 remained in the trust account, leaving 4,208,042 Class A Shares (which includes 737,543 Class A Shares held by public shareholders) and one Class B Share outstanding. Co-Chief Executive Officer Mattia Tomba signed the disclosure. The registrant reports that 4,252,700 shares voted (93.83% representation) on record date August 5, 2025, with 3,893,533 votes for the extension, 206,412 against, and 152,755 broker non-votes. The filing also notes that 4,532,463 shares were originally entitled to vote, reflecting the one-for-one exchange of 2,874,999 Class B Shares into Class A Shares on October 22, 2024. Warrants remain exercisable at $11.50 per share, with a $0.0001 par value. Why it matters: 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.
What changed: A Form 425 routine compliance exhibit registering a Rule 425 pre-merger communication—specifically, LinkedIn posts and associated static graphics uploaded by Alchemy Investment Acquisition Corp. 1 and Co-Chief Executive Officer Vittorio Savoia. Nothing has changed regarding the mechanics. The filing documents scheduled promotional outreach but introduces no amendments, waivers, or updates to the redemption deadline, trust account valuation, extension voting schedule, shareholder meeting logistics, or sponsor conduct disclosures. Why it matters: While mechanically inert, this submission confirms active investor-targeting efforts around the pending business combination. Because the substantive content resides exclusively in five unrendered graphic attachments (tm2524627d1_425img001.jpg through 004.jpg), any assertions regarding acquisition targets, projected revenue, market sizing, technology roadmaps, customer pipelines, or strategic partnerships originate solely from the Company and Co-CEO Vittorio Savoia as posted to LinkedIn; they are not independently verified by the SEC filing system nor bound by the final proxy/prospectus. Without visual access to those images, no numerical or operational claims can be extracted, leaving the September 9, 2026 expiration window and the unreported trust balance effectively unchanged for portfolio modeling purposes.
What changed: Form 10-Q quarterly report for the period ended June 30, 2025. The Company reports that investments held in the Trust Account totaled $12,252,250 as of June 30, 2025, establishing a per-share redemption value of $11.44. Management confirms the business combination deadline was extended to September 9, 2025, with sponsors continuing monthly $30,000 deposits into the trust account to fund the extension. The filing also discloses a subsequent event: on August 22, 2025, the Company entered into a business combination agreement with Cartiga, LLC and Halle Benett as the representative of Cartiga's security holders. Why it matters: 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.
What changed vs 2025-05-20sponsor loan $600K → $1.1Msponsor loans outstanding, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Sponsor loans outstanding
- $600K$1.1M
- Trust account
- $11.9M · unchanged
- Combination deadline
- 2025-02-09 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 1.06M · unchanged
SpacBrain reads this as the sponsor has advanced $530,000 more.
The clause …“to capital, forfeited, eliminated, or otherwise forgiven or eliminated. The outstanding balance under the Promissory Notes were $ 1,130,000 and $ 530,000 as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and”…
The clause …“using available market information. The Company had $ 12,252,250 and $ 11,851,808 in investments held in the Trust Account which included $ 240,000 and $ 90,000 required deposit for extension as of June 30, 2025 and December”…
The clause …“9, 2024 (the “Current Termination Date”) for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025 (the “Extended”…
The clause …“date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing”…
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 1,061,963 shares subject to possible redemption as of June 30, 2025 and December 31, 2024) as of June 30, 2025 and December 31, 2024 (1) (2) 348 348 Class”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Business Combination Agreement and associated ancillary agreements (Support & Non-Redemption Agreement, Lock-up Agreements, Registration Rights Agreement, Tax Receivable Agreement, Exchange Agreement, Shareholders Agreement) alongside a press release, filed as an 8-K. Alchemy Investments Acquisition Corp 1 (ALCYF) announced a definitive agreement to combine with Cartiga, LLC. The agreement assigns a pre-money equity value of $540,000,000 to Cartiga, derived from a $10.00 reference price. The filing specifies a minimum closing cash condition of $40,000,000, with detailed sponsor share forfeiture tiers if available cash falls below that threshold. The trust account currently holds $12,300,000. Governance changes include appointing Samuel Wathen as CEO and establishing an Up-C structure. The agreement also incorporates extensive side letters granting key investors (Melodeon and ASRS) board nomination rights and veto power over specific corporate actions, alongside a Tax Receivable Agreement (TRA) creating ongoing PubCo payment obligations. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2026-05-01
SpacBrain reads this as the agreement may be terminated from 2026-05-01.
The clause …“Buyer or the Company if the Effective Time shall not have occurred prior to May 1, 2026 (the “ Outside Date ”); provided , however , that this Agreement may not be terminated under this Section 10.1(b) by or on behalf of any Party”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 425 written communication containing a Form 8-K current report, an August 22, 2025, Business Combination Agreement, and multiple ancillary contracts (Support and Non-Redemption Agreement, Support Agreement, Lock-Up Agreements, Registration Rights Agreement, Tax Receivable Agreement, Exchange Agreement, and Shareholders Agreement) detailing a proposed merger between Alchemy and Cartiga, LLC, alongside a joint press release. The filing announces a definitive Business Combination Agreement valuing Cartiga at an equity value of $540,000,000. On your requested mechanics: Section 6.13 of the agreement discloses the trust fund holds no less than $12,300,000. The outside date is May 1, 2026. The transaction requires $40,000,000 in available closing buyer cash, triggering a tiered sponsor forfeiture schedule if unmet (e.g., dropping to 3,198,875 shares retained if cash falls below $40,000,000 but stays above $35,000,000). Additional mechanics include a six-month lock-up period for sellers, an up to $2,500,000 termination fee payable by Cartiga, and a Tax Receivable Agreement obligating the surviving entity to pay 85% of certain cash tax benefits to TRA holders. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-05-01 · unchanged
The clause …“Buyer or the Company if the Effective Time shall not have occurred prior to May 1, 2026 (the “ Outside Date ”); provided , however , that this Agreement may not be terminated under this Section 10.1(b) by or on behalf of any Party”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 12b-25, Notification of Late Filing, submitted by Alchemy Investments Acquisition Corp to the Securities and Exchange Commission stating the registrant cannot timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The filing introduces a reporting delay without altering any existing business combination timeline, redemptions, trust account provisions, or extension mechanisms. Why it matters: 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.
What changed: Definitive Proxy Statement (DEF 14A) and Notice of Annual General Meeting soliciting shareholder approval for three proposals: an amendment to extend the initial business combination deadline to September 9, 2026 on a month-to-month basis, the ratification of CBIZ CPAs P.C. as independent registered public accounting firm, and an adjournment proposal to permit further proxy solicitation. The Company proposes amending its Articles to shift the mandatory liquidation trigger from September 9, 2025 to September 9, 2026. According to the filing, if approved, Sponsor Alchemy DeepTech Capital LLC will deposit the lesser of $30,000 or $0.03 per non-redeemed Public Share into the Trust Account each month as an interest-free loan. The Board discloses that post-October 2024 redemptions removed approximately $114,357,720 (leaving approximately $11,634,723); the Company reports approximately $12,369,923.50 in the Trust as of August 11, 2025, calculating a redemption price of approximately $11.05 per Public Share. To demand redemption, holders must tender certificates or use the DTC DWAC system by September 2, 2025. The Board notes that holder of 3,413,000 founder shares waived liquidation rights, and Sponsor disclosed it purchased 595,500 private placement warrants for $5,955,000 and founder shares for an aggregate $25,000; both become worthless upon dissolution. The filing also states Marcum LLP resigned as auditor on April 24, 2025 due to CBIZ's acquisition of its attest business, with CBIZ CPAs P.C. engaged effective April 30, 2025 for the year ending December 31, 2025. Marcum billed $134,312 in audit fees for the year ended December 31, 2024 ($163,713 for the prior year). The Board confirms the extension requires a special resolution passed by at least two-thirds of votes cast. Why it matters: 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.
What changed vs 2024-10-09deadline 2025-09-09 → 2026-09-09combination deadline1 moved
- Combination deadline
- 2025-09-092026-09-09
SpacBrain reads this as 365 days later than the previous record.
The clause …“timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination by by September 9, 2026 by depositing the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Division of Corporation Finance correspondence confirming completion of staff review of the company’s preliminary proxy statement on Schedule 14A. No changes to deal mechanics are reported. The filing contains no amendments to the September 9, 2026 redemption deadline, trust value, extension provisions, target acquisition status, or sponsor conduct. The SEC staff simply confirms it has completed its review of the August 4, 2025 preliminary proxy filing without issuing further comments or demanding revisions. Why it matters: This acknowledgment typically signals that the SEC has cleared initial draft objections, clearing the path for the company to file a definitive proxy statement and schedule a shareholder vote on the proposed business combination.
What changed: Preliminary Proxy Statement (PRER14A) for an Annual General Meeting scheduled for September 4, 2025, soliciting shareholder votes on a charter amendment to extend the business combination deadline, auditor ratification, and a meeting adjournment motion. The Company’s Board proposes amending the Articles to shift the termination date from September 9, 2025 to September 9, 2026 on a month-to-month basis, contingent on the Sponsor, Alchemy DeepTech Capital LLC, contributing the lesser of $30,000 or $0.03 per non-redeemed Public Share for each extension period. Public shareholders may exercise redemption rights by physically tendering certificates or electronically using the DTC’s DWAC system no later than September 2, 2025. The Company reports that the Trust Account retained approximately $11,634,723 following the October 31, 2024 redemption of 10,438,037 Class A Shares, leaving 4,532,462 Class A Shares outstanding alongside one Class B Share. The Sponsor’s monthly extension contributions are structured as non-interest-bearing loans repayable upon business combination consummation or forgiven upon liquidation, except for funds held outside the Trust Account. Concurrently, the Audit Committee terminated Marcum LLP and appointed CBIZ CPAs P.C. as the independent registered public accounting firm effective April 30, 2025, following Marcum’s November 1, 2024 resignation due to CBIZ’s acquisition of its attest business. For fiscal years ended December 31, 2024 and December 31, 2023, the Company paid Marcum $134,312 and $163,713 respectively in audit fees, with zero audit-related, tax, or other fees recorded. Why it matters: 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.
What changed: SEC Division of Corporation Finance comment letter dated August 7, 2025, directed to Co-Chief Executive Officer Mattia Tomba regarding the Preliminary Proxy Statement on Schedule 14A filed on August 4, 2025 (File No. 001-41699). The SEC staff reported that Alchemy seeks to extend its termination date to September 9, 2026, a duration equating to 40 months from its IPO. Why it matters: 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.
What changed: A Preliminary Proxy Statement and Notice of Annual General Meeting soliciting shareholder votes on an extension amendment, auditor ratification, and adjournment authority for Alchemy Investments Acquisition Corp 1. The Board established an August 5, 2025 record date for the September 4, 2025 Annual General Meeting, proposing to amend the Articles to push the termination date from September 9, 2025 to September 9, 2026 on a month-to-month basis, contingent on a special resolution requiring not less than two-thirds of votes cast. Public shareholders may tender shares electronically or physically via Continental Stock Transfer & Trust Company by September 2, 2025 to redeem for their pro rata Trust Account balance. The filing states approximately $11,634,723 remained in the Trust Account following the October 31, 2024 redemption cycle. The Sponsor, Alchemy DeepTech Capital LLC, has indicated it will fund extensions by depositing the lesser of $30,000 or $0.03 per non-redeemed Class A Share as monthly loans beginning September 9, 2025; these interest-free advances are repayable upon consummation or forgiven if the Company dissolves. The proxy statement confirms Marcum LLP resigned on April 24, 2025, and the Audit Committee engaged CBIZ CPAs P.C. on April 30, 2025, noting Marcum billed $134,312 in audit fees for the year ended December 31, 2024. Why it matters: 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.
What changed: A quarterly report on Form 10-Q for Alchemy Investments Acquisition Corp 1 for the period ended March 31, 2025, filed May 20, 2025. Extension mechanics: The Company’s original combination deadline expired on November 9, 2024, prompting shareholders to approve a month-to-month extension series ending on September 9, 2025. To fund these extensions, the Company deposited $90,000 into the trust account in November 2024 and an additional $60,000 through March 2025, with a commitment to deposit $30,000 each month thereafter. As of March 31, 2025, the trust account contained $12,036,215, which included $150,000 specifically held for extension deposits. Redemption impact: Prior to this reporting period, on November 7, 2024, the Company redeemed 10,438,037 Class A ordinary shares, triggering a payout of $114,357,720 ($10.95 per share) from the trust account and leaving 1,061,963 redeemable public shares valued at $11,936,214 ($11.24 per share at quarter-end). Sponsor conduct & financing: Sponsor Alchemy DeepTech Capital LLC advanced up to $1,130,000 across two related-party promissory notes ($530,000 originating June 24, 2024, and $600,000 originating November 20, 2024), both bearing 10% interest per annum. Management accrued $17,097 for administrative services under a monthly $10,000 agreement with Alchemy Investment Management LLC. On October 22, 2024, the sponsor converted 2,874,999 Class B founder shares into 2,874,999 Class A ordinary shares. Why it matters: 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 vs 2024-11-14trust $125.4M → $11.9M -91%sponsor loan $530K → $600Kshares 11.5M → 1.06M -91%trust account, sponsor loans outstanding, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $125.4M$11.9M
- Sponsor loans outstanding
- $530K$600K
- Redeemable shares
- 11.5M1.06M
- Combination deadline
- 2025-02-09 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $113,588,127 left the trust between the two filings.
The clause …“using available market information. The Company had $ 12,036,215 and $ 11,851,808 in investments held in the Trust Account which included $ 150,000 and $ 90,000 required deposit for extension as of March 31, 2025 and December”…
SpacBrain reads this as the sponsor has advanced $70,000 more.
The clause …“were not deposited into the Company’s bank account until January 2025. The outstanding balance under the promissory note was $ 600,000 as of March 31, 2025 and $ 0 as of December 31, 2024, respectively. Administrative Support”…
SpacBrain reads this as 10,438,037 shares are no longer redeemable.
The clause “9,000,000 shares authorized; 3,470,499 shares issued and outstanding (excluding 1,061,963 shares subject to possible redemption as of March 31, 2025, and December 31, 2024, respectively) as of March 31, 2025, and December 31, 2024,”…
The clause …“9, 2024 (the “Current Termination Date”) for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025 (the “Extended”…
The clause …“date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 12b-25 Notification of Late Filing seeking regulatory relief for the delayed submission of the Quarterly Report on Form 10-Q for the period ended March 31, 2025. According to the registrant’s own Rule 12b-25(b) representation, the Company cannot meet the prescribed filing deadline without unreasonable effort or expense, asserting that the Quarterly Report will be filed on or before the fifth calendar day following the due date. Chief Executive Officer Mattia Tomba authenticated this statement upon signing on May 15, 2025. Why it matters: Delaying the Q1 2025 financials temporarily obscures the liquidity trail required to verify trust preservation, track transaction-specific expenditures, and confirm whether operating capital supports ongoing due diligence through the merger deadline. Investors relying on this notice must wait for the five-calendar-day cure window to close before accessing line-item data that typically informs redemption calculus or signals premature capital deployment.
What changed: This document is a Form 425 written communication furnishing a joint press release and investor presentation that announce a non-binding letter of intent between Alchemy Investments Acquisition Corp 1 and Cartiga, LLC for a potential business combination. Regarding mechanics and deal progress, the parties confirm discussions are preliminary; no definitive acquisition agreement exists, and no adjustments to Alchemy’s September 9, 2026 dissolution deadline or trust distribution procedures are disclosed. Closing remains contingent upon executing definitive documentation, obtaining shareholder and member approvals, securing regulatory clearances, and meeting other conditions precedent. The filing explicitly warns that the volume of shareholder redemptions remains an unresolved variable that could jeopardize the transaction’s completion. Concerning substantive disclosures attributed to Alchemy and Cartiga management, the target operates in a self-described $300 billion+ addressable market constituting roughly 1.4% of U.S. GDP and claiming limited traditional capital penetration. Cartiga reports $1.6 billion+ in historical originations, $250 million+ in institutional equity, a 20+ year operating history, a 20%+ blended asset-level internal rate of return on completed litigation matters, $20 billion+ in estimated aggregate lifetime settlements, and $185 million+ in fiscal year 2024 realization proceeds. Management attributes these results to a proprietary database tracking 250,000+ funded litigation assets across 8,000+ attorneys, augmented by a technology stack housing 10 million+ data points and over $20 million in IT/product development investments since 2020. The proposed combined entity intends to pursue an aggressive consolidation strategy targeting complementary litigation finance assets, launch dedicated investment funds, scale an Arizona asset-backed securities framework, and commercialize artificial intelligence tools alongside subscription-based law firm practice management software. Exclusive financial advisors identified are B. Riley Securities for Cartiga and Keefe, Bruyette and Woods for Alchemy. None reported; the transaction remains at the non-binding letter of intent stage with no changes to redemption mechanics, trust value parameters, or the September 9, 2026 termination deadline. Why it matters: It marks Alchemy’s transition from capital raise/search operations to active target integration, introducing litigation finance yield characteristics to the public market while establishing a framework for subsequent proxy solicitation and shareholder voting. Execution risk persists given the preliminary nature of the LOI, dependence on future financing structures, and potential redemption pressure against the fixed deadline.
What changed: Form 8-K filing (Regulation FD Disclosure) furnishing a joint press release and investor presentation announcing a non-binding letter of intent for a potential business combination between Alchemy Investments Acquisition Corp 1 and Cartiga, LLC. Alchemy and Cartiga executed a non-binding letter of intent to explore a merger. The filing states that upon entering definitive documentation, a newly formed holding company will file a Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus, after which Alchemy will mail a definitive proxy statement and proxy card to shareholders for an Extraordinary Meeting. The document does not disclose any changes to the trust account balance, redemption procedures, the September 9, 2026 deadline, or extension mechanisms. It explicitly cautions that the letter of intent is non-binding, either party may cease discussions for any reason, and identifies 'the amount of redemption requests made by Alchemy’s shareholders' and failure to obtain shareholder or regulatory approval as conditions that could prevent closing. Why it matters: This filing advances the transaction from term sheet to regulatory disclosure, signaling that Alchemy shareholders will soon evaluate formal voting mechanics and prospective redemption terms in the upcoming S-4. Regarding substantive business details, the press release describes Cartiga as a litigation finance asset manager citing a '$300 billion+ addressable market representing approximately 1.4% of US GDP,' '$1.6 billion in lifetime originations and $1.6 billion in cash realizations since inception in 2000,' and a proprietary database containing 'over 250,000 individual litigation-linked asset fundings diversified across 8,000+ unique lawyers.' Management projects 'net realized yields of ~20%+' drawn from '~90%+ of cases that result in a settlement,' acknowledges 'FY 2024 Realizations from Litigation Investments' of '$185M+,' and notes the company operates with 'approximately 95 employees,' including a '20-person in-house sales and business development team,' and is backed by 'over $250 million in committed equity capital from blue chip investor base.' Alchemy Co-CEO Vittorio Savoia characterized Cartiga as an 'attractive alternative investment, offering a return profile that is uncorrelated with other asset classes,' while Co-CEO Mattia Tomba added that a Nasdaq listing would enhance 'transparency, reducing the cost of capital, and expanding access to flexible funding.' Cartiga CEO Sam Wathen remarked that combining with Alchemy would allow the company to 'utilize its public currency to drive growth and acquire complementary businesses' and 'lower funding costs.' Strategic plans outlined in the presentation include opportunistically consolidating the fragmented litigation finance market via M&A, launching funds, deploying AI tools for practice management, and leveraging an Arizona ABS structure. The filing attributes advisor roles to B. Riley Securities for Cartiga and Keefe, Bruyette and Woods for Alchemy, and warns that actual outcomes may differ materially from projections due to integration risks, competitive pressures, employee retention challenges, and the inability to recognize anticipated synergies.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, disclosing Changes in Registrant’s Certifying Accountant (Item 4.01) and listing Financial Statements and Exhibits (Item 9.01). According to the filing, on November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum LLP, leading Marcum to notify the company on April 24, 2025, of its resignation as independent auditor, which the Audit Committee approved. On April 30, 2025, the Audit Committee engaged CBIZ for the fiscal year ending December 31, 2025. As disclosed by the company, Marcum’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions or modifications, except for 'the addition of a paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.' The company attributes to itself the statement that there were no disagreements or reportable events between it and Marcum during the covered periods. Regarding CBIZ, the company states that neither it nor anyone on its behalf consulted CBIZ regarding accounting principles, audit opinions, disagreements, or reportable events prior to engagement. The report is signed by Mattia Tomba, identified as Co-Chief Executive Officer. Attached Exhibit 16.1 contains a letter from Marcum LLP dated April 30, 2025, stating it agrees with the statements concerning its firm. No mechanical changes are reported to the trust account, shareholder redemption triggers, warrant exercise pricing ($11.50 per share), class A ordinary share par values ($0.0001 per share), or the existing business combination timeline. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing indicates administrative continuity but highlights a significant financial reporting risk. As reported by the registrant, Marcum’s explicit going concern qualification regarding the company’s ability to continue operating suggests underlying liquidity or capitalization constraints that could impact target acquisition feasibility, pre-combination working capital management, or the necessity of future trust injections or extensions. Because CBIZ was newly engaged with no prior consultative history, shareholders should scrutinize CBIZ’s subsequent audit opinions and management discussion sections to assess whether the going concern language persists or is resolved ahead of the merger. The filing contains no allegations of sponsor misconduct, no updates to the target transaction, and no alterations to the securities registration framework. All assertions remain attributable solely to the company’s disclosures and the confirming auditor letter.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.