Alchemy Investments Acquisition Corp 1 Enters Material Definitive Agreement

TL;DR

ALCY signs a big deal, filing shows. Could be an acquisition.

AI Summary

Alchemy Investments Acquisition Corp 1 announced on August 25, 2025, that it entered into a material definitive agreement on August 22, 2025. The filing also includes information regarding Regulation FD disclosure and financial statements and exhibits. The company, formerly known as VAM Acquisition Corp., changed its name on December 23, 2021.

Why It Matters

This filing indicates a significant development for Alchemy Investments Acquisition Corp 1, likely related to a business combination or acquisition, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Material definitive agreements can signal significant corporate actions like mergers or acquisitions, which carry inherent risks and uncertainties.

Key Players & Entities

• Alchemy Investments Acquisition Corp 1 (company) — Registrant
• August 25, 2025 (date) — Report Date
• August 22, 2025 (date) — Earliest Event Reported
• VAM Acquisition Corp. (company) — Former Company Name
• December 23, 2021 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.0001 — LLC Class A Ordinary Share, par value $0.0001 per share ALCY The Nasdaq Stock Mar
• $11.50 — able for one Class A Ordinary Share for $11.50 per share ALCYW The Nasdaq Stock Ma
• $540,000,000 — ny Equity Interests) of the Company for $540,000,000 (the " Equity Value "), comprised of th
• $10.00 m — by dividing (a) the Equity Value by (b) $10.00 multiplied by (i) the number of Company E
• $40,000,000 — ation Agreement) shall not be less than $40,000,000; (e) Pubco's initial listing applicatio
• $35,000,000 b — vailable Closing Buyer Cash is at least $35,000,000 but less than $40,000,000, the Sponsor wi
• $5,000,000 — maintain 3,198,875 shares; if less than $5,000,000, the Sponsor will maintain 1,700,000 sh
• $12.00 — Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits

Filing Documents

• tm2524102d1_8k.htm (8-K) — 95KB
• tm2524102d1_ex2-1.htm (EX-2.1) — 608KB
• tm2524102d1_ex3-1.htm (EX-3.1) — 328KB
• tm2524102d1_ex10-1.htm (EX-10.1) — 67KB
• tm2524102d1_ex10-2.htm (EX-10.2) — 87KB
• tm2524102d1_ex10-3.htm (EX-10.3) — 56KB
• tm2524102d1_ex10-4.htm (EX-10.4) — 165KB
• tm2524102d1_ex10-5.htm (EX-10.5) — 162KB
• tm2524102d1_ex10-6.htm (EX-10.6) — 105KB
• tm2524102d1_ex10-7.htm (EX-10.7) — 120KB
• tm2524102d1_ex99-1.htm (EX-99.1) — 26KB
• 0001104659-25-082575.txt ( ) — 2415KB
• alcy-20250822.xsd (EX-101.SCH) — 3KB
• alcy-20250822_def.xml (EX-101.DEF) — 26KB
• alcy-20250822_lab.xml (EX-101.LAB) — 36KB
• alcy-20250822_pre.xml (EX-101.PRE) — 25KB
• tm2524102d1_8k_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement On August 22, 2025, Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (" ALCY " or " Parent "), entered into a business combination agreement (as it may be amended and/or restated from time to time, the " Business Combination Agreement "), by and among Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the ALCY (" Pubco "), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco (" Newco "), Cartiga, LLC, a Delaware limited liability company (the " Company " or " Cartiga "), and Halle Benett, as the representative (the " Sellers' Representative ") of holders of the Company's securities (the " Sellers ", and collectively, with ALCY, Pubco, Newco and Cartiga, referred to as the " Parties "). The Business Combination Agreement was unanimously approved by all of the Parent's disinterested directors on August 19, 2025. Pursuant to the Business Combination Agreement, (a) the Parent will domesticate from the Cayman Islands to Delaware by merging with and into the Pubco with the Pubco surviving the merger and changing its name to Cartiga Holdings, Inc. (the " Domestication "), (b) after the Domestication, Newco will merge with and into the Company with the Company surviving the merger (hereinafter referred to as " OpCo ") and continue its existence under the Delaware Limited Liability Company Act, and OpCo becoming a wholly-owned subsidiary of Pubco (the " Merger "), and (c) the existing limited liability company agreement of OpCo will be amended and restated to, among other things, make Pubco the sole managing member of OpCo. The Merger and the other transactions contemplated by the Agreement are collectively referred to as the " Business Combination ", and as a result of the Business Combination, Pubco will be the publicly traded reporting company in an "Up-C" structure, with two classes of com

View Full Filing

View this 8-K filing on SEC EDGAR