DEF 14A: Alchemy Investments Seeks SPAC Extension to Sept 2026

Alchemy Investments Acquisition Corp 1 is seeking shareholder approval to extend its deadline to complete a business combination from September 9, 2025, to September 9, 2026, to allow more time for negotiations with a potential target.

Summary

• An Annual General Meeting will be held on September 4, 2025, to vote on three proposals: an Extension Proposal, a Ratification of Auditors Proposal, and an Adjournment Proposal.
• The primary proposal is to amend the company's Articles of Association to extend the deadline for completing an initial business combination from September 9, 2025, to September 9, 2026, on a month-to-month basis.
• Alchemy DeepTech Capital LLC, the sponsor, will contribute the lesser of $30,000 or $0.03 per non-redeemed Public Share as a loan for each one-month extension period, to be deposited into the Trust Account.
• These sponsor contributions are repayable upon consummation of a business combination and will be forgiven if the combination fails (except for funds held outside the Trust Account).
• Shareholders have the opportunity to redeem their Class A shares at approximately $11.05 per share if the Extension Proposal is approved.
• The company is actively negotiating terms for a potential initial business combination, which it describes as a 'compelling opportunity'.
• Shareholders will also vote to ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• An Adjournment Proposal may be presented to allow for further proxy solicitation if there are insufficient votes for the Extension Proposal or Ratification of Auditors Proposal.
• As of the August 5, 2025, Record Date, there were 4,532,463 Ordinary Shares issued and outstanding (4,532,462 Class A Ordinary Shares and one Class B Ordinary Share).
• In connection with the October 31, 2024, Annual Meeting, 10,438,037 Class A Shares were tendered for redemption, resulting in approximately $114,357,720 being removed from the Trust Account, leaving approximately $11,634,723.
• The Trust Account balance was approximately $12,369,923.50 as of August 11, 2025.
• The per-share redemption price was approximately $11.05 as of August 11, 2025, while the closing price of the company's Public Shares on Nasdaq was $11.50 on August 8, 2025.

Sentiment

Score: 3

Explanation: The company is seeking an extension due to failure to complete a business combination, has experienced massive redemptions, and faces a high risk of Nasdaq delisting due to the proposed extension timeline. While a target is identified, the risks are substantial.

Positives

• The company has identified a potential business combination target that it believes is a 'compelling opportunity' and is currently negotiating terms.
• The sponsor is committed to providing monthly financial contributions (loans) to fund the extension period, demonstrating continued support for completing a business combination.
• Public shareholders retain redemption rights, allowing them to exit their investment at a price close to the Trust Account's net asset value if the extension is approved.
• The board of directors unanimously recommends the Extension Proposal, indicating their belief in the potential for a successful business combination.

Negatives

• The company has not yet secured a definitive business combination agreement, necessitating another extension.
• A significant portion of Class A shares (10,438,037) were redeemed in October 2024, removing approximately $114,357,720 from the Trust Account and substantially reducing its size.
• The proposed extension period, if approved, would extend beyond Nasdaq's 36-month rule (May 4, 2026), creating a high risk of immediate suspension and delisting of the company's securities.
• Delisting from Nasdaq would likely lead to reduced liquidity, potential classification as a 'penny stock,' and could make the company a less attractive merger partner.
• There is a risk that the company could be deemed an unregistered investment company if funds remain in the Trust Account for too long, which would force liquidation.
• Sponsor loans for extensions are forgiven if a business combination is not consummated (except for funds outside the Trust Account), indicating a potential loss for the sponsor.
• Public shareholders could potentially be liable for creditor claims if the company liquidates and distributions are later deemed unlawful payments.
• The removal of funds from the Trust Account due to redemptions will reduce the company's net asset value and increase the percentage interest of shares held by officers, directors, and their affiliates.

Risks

• The proposed extension of the business combination deadline beyond May 4, 2026, contravenes Nasdaq rules, which could lead to immediate suspension and delisting of the company's securities.
• Delisting from Nasdaq would result in a limited availability of market quotations, reduced liquidity, potential classification of Class A ordinary shares as 'penny stock' (subjecting brokers to more stringent rules), limited news and analyst coverage, and a decreased ability to issue additional securities or obtain financing.
• If delisted, the company may be deemed a less attractive merger partner, impacting its ability to complete a business combination.
• There is a risk of being deemed an unregistered investment company under the Investment Company Act of 1940, which would force the company to liquidate.
• A business combination with a U.S. target company may be subject to U.S. foreign investment regulations and review by the Committee on Foreign Investment in the United States (CFIUS), potentially blocking or delaying the transaction.
• In the event of liquidation, creditors take priority over public shareholders, and there is no assurance that all claims will be properly assessed or that vendors will waive rights to Trust Account monies, potentially leaving shareholders liable for unlawful payments.
• The company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price is higher than the redemption price, due to potential insufficient liquidity.
• If the Extension Proposal is not approved, the company will liquidate, and private warrants held by the sponsor and initial shareholders will expire worthless.

Future Outlook

The company intends to continue seeking and negotiating a business combination until the proposed extended date of September 9, 2026. The board believes this extension is in the best interest of shareholders to allow time to complete a 'compelling opportunity.' If the extension is approved, the company will remain a reporting company and its public shares will remain publicly traded during the extension period.

Management Comments

• "The Company believes that the potential target business is a compelling opportunity for the Company’s initial business combination and is currently in the process of negotiating terms for an initial business combination."
• "Our board of directors currently believes that there will not be sufficient time before the Current Termination Date to complete the Proposed Business Combination and hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Proposed Business Combination."
• "The Board believes shareholders will benefit from the Company’s consummating the Proposed Business Combination and is proposing the Extension Proposal to extend the date by which the Company has to complete the Proposed Business Combination."
• "The Board unanimously recommends that you vote FOR the Extension Proposal, FOR the Ratification of Auditors Proposal and FOR the Adjournment Proposal. The Board expresses no opinion as to whether you should redeem your Public Shares."

Industry Context

This filing is typical for a Special Purpose Acquisition Company (SPAC) nearing its initial business combination deadline. SPACs often seek extensions to allow more time to identify and finalize a de-SPAC transaction, especially in volatile market conditions or when negotiations are complex. The significant redemptions in October 2024 reflect a common trend in the SPAC market where public shareholders redeem their shares rather than wait for a potentially uncertain business combination, especially if the trust value is close to or above the market price. The risk of Nasdaq delisting for exceeding the 36-month window is a specific regulatory challenge for SPACs.

Comparison to Industry Standards

• The redemption rate of approximately 90.7% (10,438,037 Class A Shares out of an initial 11,500,000) in October 2024 is significantly higher than historical SPAC redemption averages, indicating substantial shareholder skepticism or alternative investment opportunities.
• The proposed extension beyond Nasdaq's 36-month rule (May 4, 2026) is a critical deviation from standard SPAC timelines and poses a direct delisting risk, unlike many SPACs that complete combinations or liquidate within this timeframe.
• The sponsor's monthly contribution of the lesser of $0.03 per non-redeemed public share or $30,000 is a common mechanism for SPAC extensions, but the high redemption rate means the total contribution amount will be relatively small compared to the initial trust size.
• The per-share redemption price of $11.05 being below the market price of $11.50 suggests that some investors might prefer to sell in the open market rather than redeem, assuming sufficient liquidity, which is not guaranteed.

Corporate Governance

Legal Proceedings

• Potential claims by creditors against the company in the event of liquidation, which could lead to public shareholders being liable for distributions deemed unlawful payments.

Related Party Transactions

• Alchemy DeepTech Capital LLC (Sponsor) will provide monthly loans (contributions) to the company for extension periods, repayable upon business combination or forgiven otherwise.
• Initial Shareholders (including Sponsor, directors, and officers) hold 3,413,000 ordinary shares (Founder Shares) and 595,500 Private Warrants, which will become worthless if a business combination is not completed.
• The Sponsor and the company's officers and directors are entitled to reimbursement of out-of-pocket expenses incurred in connection with business combination activities, but will not have claims against the Trust Account for reimbursement if a business combination is not completed.
• The company's officers and directors (or their affiliates) may make loans to the company to fund capital requirements; these loans would be repaid from funds outside the Trust Account upon a business combination or forfeited otherwise.

Stakeholder Impact

• **Shareholders:** Public shareholders have redemption rights at approximately $11.05 per share if the extension is approved. Those who do not redeem will retain voting rights on a future business combination but face risks of delisting, reduced liquidity, and potential loss if the business combination fails or if the company liquidates. Initial shareholders and the sponsor risk their investments (founder shares and private warrants) becoming worthless if no business combination is completed.
• **Creditors:** Creditors take priority over public shareholders in the event of liquidation, and there's no guarantee that vendors will waive claims against the Trust Account, potentially impacting the final distribution to shareholders.
• **Management/Board:** Their interests are aligned with completing a business combination to avoid their founder shares and private warrants becoming worthless and to potentially realize value from the combined entity.

Next Steps

• Shareholders are to vote on the Extension Proposal, Ratification of Auditors Proposal, and Adjournment Proposal at the General Meeting on September 4, 2025.
• If the Extension Proposal is approved, the company will file the Extension Amendment with the Registrar of Companies of the Cayman Islands.
• If the Extension Proposal is approved, the company will continue to attempt to consummate the Proposed Business Combination until September 9, 2026.
• If the Extension Proposal is not approved, the company will cease operations, redeem public shares, and liquidate.
• The Audit Committee will reconsider the auditor appointment if shareholders fail to ratify CBIZ.

Key Dates

Recommendation

The company faces significant headwinds, including a very high prior redemption rate, the need for another extension, and a direct risk of Nasdaq delisting due to the proposed extension timeline. While a 'compelling opportunity' is mentioned, the lack of a definitive agreement and the severe regulatory and liquidity risks make the investment highly speculative. The current market price is slightly above the redemption value, offering a potential exit for public shareholders, but liquidity is not guaranteed. The substantial risks outweigh the speculative upside of a potential business combination.

Keywords

SPAC, business combination, extension, proxy statement, shareholder meeting, redemption rights, Nasdaq delisting, investment company risk, CFIUS, corporate governance, auditor ratification, Alchemy Investments Acquisition Corp 1