ALCYW / Alchemy Investments Acquisition Corp 1 - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

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Filed by Alchemy Investment Acquisition Corp. 1 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Alchemy Investment Acquisition Corp. 1 Commission File No. 001-41699 On Monday, August 25, 2025, Alchemy Investment Acquisition Corp. 1 (the “Company”) published the following post on Linkedin: On M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITIO

TAX RECEIVABLE AGREEMENT CARTIGA HOLDINGS, INC. THE PERSONS NAMED HEREIN Dated as of [●], 2025 TAX RECEIVABLE AGREEMENT

Exhibit 10.5 TAX RECEIVABLE AGREEMENT among CARTIGA HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2025 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2025, is hereby entered into by and among Cartiga Holdings, Inc., a Delaware corporation (“PubCo”), Cartiga, LLC, a Delaware limited liability company (the “Company”), each Person identified

DATED AS OF [●], 2025 CARTIGA, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.1 DATED AS OF [●], 2025 CARTIGA, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT THE INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THEY BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

EXCHANGE AGREEMENT

Exhibit 10.6 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2025, by and among Cartiga Holdings, Inc., a Delaware corporation (the “Corporation”), Cartiga, LLC, a Delaware limited liability company (together with any successor thereto, “OpCo”), and the Unitholders from time to time party hereto. WHEREAS, the parties hereto desire to provide for the exchange of Paired In

EXCHANGE AGREEMENT

Exhibit 10.6 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2025, by and among Cartiga Holdings, Inc., a Delaware corporation (the “Corporation”), Cartiga, LLC, a Delaware limited liability company (together with any successor thereto, “OpCo”), and the Unitholders from time to time party hereto. WHEREAS, the parties hereto desire to provide for the exchange of Paired In

SUPPORT AND NON-REDEMPTION AGREEMENT

Exhibit 10.1 SUPPORT AND NON-REDEMPTION AGREEMENT THIS SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings Inc., a Delaware corpor

AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August 22, 2025, by and between the undersigned stockholder (the “Holder”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation (“PubCo”), and Cartiga, LLC, a Delaware limited liability company (the “C

Cartiga to Go Public as a Leading Litigation Finance Asset Management Platform via Business Combination with Alchemy Investments Acquisition Corp 1 Transaction Positions Cartiga to Recognize Scale from Prior Technology Investments as well as to Bolst

Exhibit 99.1 Cartiga to Go Public as a Leading Litigation Finance Asset Management Platform via Business Combination with Alchemy Investments Acquisition Corp 1 Transaction Positions Cartiga to Recognize Scale from Prior Technology Investments as well as to Bolster Strategic Acquisition Opportunities New York, NY, August 25, 2025 – Alchemy Investments Acquisition Corp 1 (“Alchemy”; Nasdaq: ALCY),

AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation

BUSINESS COMBINATION AGREEMENT August 22, 2025 by and among ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company limited by shares, as the Parent, ALCHEMY ACQUISITION HOLDINGS, INC., a Delaware corporation, as the Buyer, ALCHEMY

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated August 22, 2025 by and among ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company limited by shares, as the Parent, ALCHEMY ACQUISITION HOLDINGS, INC., a Delaware corporation, as the Buyer, ALCHEMY MERGER SUB, LLC, a Delaware limited liability company, as Newco, CARTIGA, LLC, a Delaware limited liability company, as the Company,

  SHAREHOLDERS AGREEMENT

  Exhibit 10.7   SHAREHOLDERS AGREEMENT   THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], is made by and among Cartiga Holdings, Inc., a Delaware corporation (the “Company”), Cartiga, LLC, a Delaware limited liability company (“OpCo”), and the stockholders that are or become signatories hereto (each a “Sto

TAX RECEIVABLE AGREEMENT CARTIGA HOLDINGS, INC. THE PERSONS NAMED HEREIN Dated as of [●], 2025 TAX RECEIVABLE AGREEMENT

Exhibit 10.5 TAX RECEIVABLE AGREEMENT among CARTIGA HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2025 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2025, is hereby entered into by and among Cartiga Holdings, Inc., a Delaware corporation (“PubCo”), Cartiga, LLC, a Delaware limited liability company (the “Company”), each Person identified

BUSINESS COMBINATION AGREEMENT August 22, 2025 by and among ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company limited by shares, as the Parent, ALCHEMY ACQUISITION HOLDINGS, INC., a Delaware corporation, as the Buyer, ALCHEMY

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated August 22, 2025 by and among ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company limited by shares, as the Parent, ALCHEMY ACQUISITION HOLDINGS, INC., a Delaware corporation, as the Buyer, ALCHEMY MERGER SUB, LLC, a Delaware limited liability company, as Newco, CARTIGA, LLC, a Delaware limited liability company, as the Company,

  SHAREHOLDERS AGREEMENT

  Exhibit 10.7   SHAREHOLDERS AGREEMENT   THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], is made by and among Cartiga Holdings, Inc., a Delaware corporation (the “Company”), Cartiga, LLC, a Delaware limited liability company (“OpCo”), and the stockholders that are or become signatories hereto (each a “Sto

  SUPPORT AGREEMENT

  Exhibit 10.2   SUPPORT AGREEMENT   THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidia

  SUPPORT AGREEMENT

  Exhibit 10.2   SUPPORT AGREEMENT   THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidia

SUPPORT AND NON-REDEMPTION AGREEMENT

Exhibit 10.1 SUPPORT AND NON-REDEMPTION AGREEMENT THIS SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings Inc., a Delaware corpor

Cartiga to Go Public as a Leading Litigation Finance Asset Management Platform via Business Combination with Alchemy Investments Acquisition Corp 1 Transaction Positions Cartiga to Recognize Scale from Prior Technology Investments as well as to Bolst

Exhibit 99.1 Cartiga to Go Public as a Leading Litigation Finance Asset Management Platform via Business Combination with Alchemy Investments Acquisition Corp 1 Transaction Positions Cartiga to Recognize Scale from Prior Technology Investments as well as to Bolster Strategic Acquisition Opportunities New York, NY, August 25, 2025 – Alchemy Investments Acquisition Corp 1 (“Alchemy”; Nasdaq: ALCY),

DATED AS OF [●], 2025 CARTIGA, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.1 DATED AS OF [●], 2025 CARTIGA, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT THE INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THEY BEEN REGISTERED WITH THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 (August 22, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 (August 22, 2025) ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdicti

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August 22, 2025, by and between the undersigned stockholder (the “Holder”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation (“PubCo”), and Cartiga, LLC, a Delaware limited liability company (the “C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 (August 22, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2025 (August 22, 2025) ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdicti

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITI

SEC FILE NUMBER

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

Investor Presentation May 2025 Alchemy Investments Acquisition Corp 1

Exhibit 99.2 Investor Presentation May 2025 Alchemy Investments Acquisition Corp 1 Important Information and Where To Find It • This presentation is provided for information purposes only and contains information with respect to a potential business combination (“Business Combination”) described herein. If Alchemy Investments Acquisition Corp 1 (“Alchemy”) and Cartiga, LLC (“Cartiga,” and together

Alchemy Investments Acquisition Corp 1 Signs Non-Binding LOI with Cartiga, LLC, a Leading Litigation Finance Asset Management Platform Business Combination Would Unlock Significant Value for Cartiga as a Nasdaq-Listed Tech-Forward Vertically-Integrat

Exhibit 99.1 Alchemy Investments Acquisition Corp 1 Signs Non-Binding LOI with Cartiga, LLC, a Leading Litigation Finance Asset Management Platform Business Combination Would Unlock Significant Value for Cartiga as a Nasdaq-Listed Tech-Forward Vertically-Integrated Alternative Asset Management Company New York, NY, May 12, 2025 – Alchemy Investments Acquisition Corp 1 (“Alchemy”; Nasdaq: ALCY), a

Alchemy Investments Acquisition Corp 1 Signs Non-Binding LOI with Cartiga, LLC, a Leading Litigation Finance Asset Management Platform Business Combination Would Unlock Significant Value for Cartiga as a Nasdaq-Listed Tech-Forward Vertically-Integrat

Exhibit 99.1 Alchemy Investments Acquisition Corp 1 Signs Non-Binding LOI with Cartiga, LLC, a Leading Litigation Finance Asset Management Platform Business Combination Would Unlock Significant Value for Cartiga as a Nasdaq-Listed Tech-Forward Vertically-Integrated Alternative Asset Management Company New York, NY, May 12, 2025 – Alchemy Investments Acquisition Corp 1 (“Alchemy”; Nasdaq: ALCY), a

Investor Presentation May 2025 Alchemy Investments Acquisition Corp 1

Exhibit 99.2 Investor Presentation May 2025 Alchemy Investments Acquisition Corp 1 Important Information and Where To Find It • This presentation is provided for information purposes only and contains information with respect to a potential business combination (“Business Combination”) described herein. If Alchemy Investments Acquisition Corp 1 (“Alchemy”) and Cartiga, LLC (“Cartiga,” and together

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): (May 12, 2025) ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): (May 12, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): (May 12, 2025) ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 (April 24, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 (April 24, 2025) ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction

Letter from Marcum LLP dated April 30, 2025

Exhibit 16.1 April 30, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Alchemy Investments Acquisition Corp 1 under Item 4.01 of its Form 8-K dated April 24, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Alchemy Investm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-416

Description of Securities.

Exhibit 4.5 ALCHEMY INVESTMENTS ACQUISITION CORP 1 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Alchemy Investments Acquisition Corp 1 (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of memo

SEC FILE NUMBER

NT 10-K 1 tm251229d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 FORM 12b-25 SEC FILE NUMBER 001-41139 CUSIP NUMBER NOTIFICATION OF LATE FILING 123013104 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

ALCY / Alchemy Investments Acquisition Corp 1 / Alchemy DeepTech Capital LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2429044d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A ordinary shares, par value, $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) October 31, 2024 (Date of Event Which Requires

ALCY / Alchemy Investments Acquisition Corp 1 / Vivaldi Asset Management, LLC - 13G ALCY Passive Investment

SC 13G 1 schedule13galcy111424.htm 13G ALCY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) September 30, 2024 (Date of Event which Requir

ALCY / Alchemy Investments Acquisition Corp 1 / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 alcy111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G0232F109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a

Power of Attorney

EX-99.B 3 d887824dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUI

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d887824dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

ALCY / Alchemy Investments Acquisition Corp 1 / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d887824dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Common Shares (Title of Class of Securities) G0232F109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

ALCY / Alchemy Investments Acquisition Corp 1 / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 alcy111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Share, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of thi

Amended and Restated Memorandum & Articles of Association dated October 31, 2024 (as filed on the Current Report on Form 8 - K as Exhibit 3.1 on November 5, 2024 and incorporated herein by reference)

Exhibit 3.1 THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS ALCHEMY INVESTMENTS ACQUISITION CORP 1 Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (Adopted pursuant to a special resolution dated October 31, 2024) THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS Exempted Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCI

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2024 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 ALCHEMY INVESTME

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2024 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy S

ALCY / Alchemy Investments Acquisition Corp 1 / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20037288sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITIO

ALCY / Alchemy Investments Acquisition Corp 1 / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d875284dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filin

JOINT FILING AGREEMENT

EX-99.1 2 d875284dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Alchemy Investments Acquisition Corp 1 (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-416

Clawback Policy.

EXHIBIT 97.1 CLAWBACK POLICY ALCHEMY INVESTMENTS ACQUISITION CORP 1 PURPOSE Alchemy Investments Acquisition Corp 1 (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (

Description of Securities.

Exhibit 4.5 ALCHEMY INVESTMENTS ACQUISITION CORP 1 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Alchemy Investments Acquisition Corp 1 (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of memo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

JOINT FILING AGREEMENT

EX-99.1 2 d777738dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Ordinary Shares, par value $0.0001 per share, of Alchemy Investments Acquisition Corp 1 (this “A

ALCY / Alchemy Investments Acquisition Corp 1 / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243953d17sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, $0.0001 par valu

ALCY / Alchemy Investments Acquisition Corp 1 / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) February 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the

Joint Filing Agreement, dated as of February 9, 2024

EX-99.(A) 2 tm245656d1ex99-a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.0001 per share, of Alchemy Investments Acquisition Corp 1

ALCY / Alchemy Investments Acquisition Corp 1 / Alchemy DeepTech Capital LLC - SC 13G Passive Investment

SC 13G 1 tm245656d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A ordinary shares, par value, $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filin

Joint Filing Agreement, dated as of January 10, 2024 by and among Wealthspring Capital LLC and Matthew Simpson.

EX-99.1 2 ea191416ex99-1alchemy1.htm JOINT FILING AGREEMENT, DATED AS OF JANUARY 10, 2024 BY AND AMONG WEALTHSPRING CAPITAL LLC AND MATTHEW SIMPSON Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Sc

ALCY / Alchemy Investments Acquisition Corp 1 / Wealthspring Capital LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea191416-13gwealthalchemy1.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G0232F109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transit

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorp

Alchemy Investments Acquisition Corp 1 Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing June 26, 2023 and Announces Addition of Advisor to its Growing Team

Exhibit 99.1 Alchemy Investments Acquisition Corp 1 Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing June 26, 2023 and Announces Addition of Advisor to its Growing Team Separate Trading of its Class A Ordinary Shares and Warrants NEW YORK, June 26, 2023 – Alchemy Investments Acquisition Corp 1 (NASDAQ: ALCYU) (the “Company”) announced today that, commencing Jun

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41699 ALCHEMY INVESTMENTS ACQUISITION CORP 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41699 CUSIP NUMBER G0232F118 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi

ALCHEMY INVESTMENTS ACQUISITION CORP 1 INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 ALCHEMY INVESTMENTS ACQUISITION CORP 1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of May 9, 2023 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Alchemy Investments Acquisition Corp 1 (f/k/a VAM Acquisition Corp.) Opinion on the Fina

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands 001-41699 N/A (State or other jurisdiction of incorporation or organ

KYG0232F1173 / Alchemy Investments Acquisition Corp 1 / CITADEL ADVISORS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Alchemy Investments Acquisition Corp 1 (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Class

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on beh

Private Placement Shares Purchase Agreement between the Company, and the Sponsor (1)

Exhibit 10.3 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Purchaser”

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (1)

Exhibit 10.6 May 4, 2023 Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted co

Registration and Shareholder Rights Agreement among the Company, the Sponsor, and the Underwriter (1)

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2023, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor

Underwriting Agreement between the Company and Cantor Fitzgerald & Co.

Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: May 4, 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 UNDERWRITING AGREEMENT New York, New York May 4, 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (1)

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 4, 2023 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (1)

Exhibit 4.1 WARRANT AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 4, 2023, is by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

Private Placement Shares Purchase Agreement between the Company, and the Underwriter (1)

Exhibit 10.4 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”). WHEREAS,

Amended and Restated Memorandum and Articles of Association (1)

Exhibit 3.1 THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS ALCHEMY INVESTMENTS ACQUISITION CORP 1 Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (Adopted pursuant to a special resolution dated May 4, 2023) THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS Exempted Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSO

Administrative Services Agreement between the Company and Alchemy Investment Management LLC (1)

Exhibit 10.5 ALCHEMY INVESTMENTS ACQUISITION CORP 1 850 Library Avenue, Suite 204-F Newark, DE 19711 May 4, 2023 Alchemy Investment Management LLC 251 Little Falls Drive Wilmington, DE 19808 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Alchemy Investments Acquisition Corp 1 (the “Company”) and Alchemy Investment Management LLC

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 ALCHEMY INVESTMENTS ACQUISI

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-4

Alchemy Investments Acquisition Corp 1 $100,000,000 10,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-268659 PROSPECTUS Alchemy Investments Acquisition Corp 1 $100,000,000 10,000,000 Units Alchemy Investments Acquisition Corp 1 is a special purpose acquisition company incorporated under the laws of the Cayman Islands as an exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ALCHEMY INVESTMENTS ACQUISITION CORP 1 (Exact Name of Registrant As Specified In Its Charter) Cayman Islands N/A (State of incorporation or organization) (I.

Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 May 2, 2023

Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 May 2, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

* * * [Signature Page Follows]

May 2, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the U.S. Securities and Exchange Commission on April 28, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 28, 2023. Registration No. 333-268659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alchemy Investments Acquisition Corp 1 (Exact name of registrant as specified in its charter) Cayman Islands (State or ot

Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 April 28, 2023

Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 April 28, 2023 VIA EDGAR U.

Form of Underwriting Agreement.*

Exhibit 1.1 UNDERWRITING AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [•], 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 UNDERWRITING AGREEMENT New York, New York [•], 2023 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Ge

As filed with the U.S. Securities and Exchange Commission on April 17, 2023.

As filed with the U.S. Securities and Exchange Commission on April 17, 2023. Registration No. 333-268659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alchemy Investments Acquisition Corp 1 (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction o

As filed with the U.S. Securities and Exchange Commission on April 5, 2023.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on April 5, 2023. Registration No. 333-268659 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alchemy Investments Acquisition Corp 1 (Exact name of registrant as specified in its charter) Cayman Islands (State or oth

Form of Investment Management Trust Agreement.**

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

Form of Sponsor Private Placement Shares Purchase Agreement.**

Exhibit 10.6 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of              , 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Pu

Form of Registration Rights Agreement.**

Exhibit 10.5 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) an

Form of Second Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.3 THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS ALCHEMY INVESTMENTS ACQUISITION CORP 1 Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (Adopted pursuant to a special resolution dated [ ] 2023) THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS Exempted Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Amended and Restated Promissory Note, dated as of December 22, 2022, by and between the Registrant and Alchemy DeepTech Capital LLC.**

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.**

Exhibit 10.3 , 2023 Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 4.4 WARRANT AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2023, is by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capa

Consent of Carlo Tursi.**

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Alchemy Investments Acquisition Corp 1 of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of

Form of Cantor Private Placement Shares Purchase Agreement.**

Exhibit 10.7 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2022 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co., a New York general partnership (the ?Purchaser?). WHEREAS, the

Form of Registration Rights Agreement.

Exhibit 10.5 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2022, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) an

As filed with the U.S. Securities and Exchange Commission on December 2, 2022.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 2, 2022. Registration No. 333-?????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? Alchemy Investments Acquisition Corp 1 (Exact name of registrant as specified in its charter)? ? Cayman Islands (State or other juris

Form of Code of Ethics.**

EX-14 18 tm2136236d4ex14.htm EXHIBIT 14 Exhibit 14 ALCHEMY INVESTMENTS ACQUISITION CORP 1 CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Alchemy Investments Acquisition Corp 1 has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: · promote honest and ethical conduct, including the ethical handling of actual or appare

Specimen Class A Ordinary Share Certificate (2)

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G0232F 109 ALCHEMY INVESTMENTS ACQUISITION CORP 1 CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a ?Class A Ordinary Share?), of Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the ?Company?), transferable on the books of the Com

Form of Indemnity Agreement.**

EX-10.8 16 tm2136236d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, o

Form of Second Amended and Restated Memorandum and Articles of Association.

Exhibit 3.3 THE COMPANIES ACT (2022 REVISION) OF THE CAYMAN ISLANDS ALCHEMY INVESTMENTS ACQUISITION CORP 1 Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (Adopted pursuant to a special resolution dated [ ] 2022) THE COMPANIES ACT (2022 REVISION) OF THE CAYMAN ISLANDS Exempted Company Limited by Shares SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Form of Investment Management Trust Agreement.

Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil

Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS VAM ACQUISITION CORP. Exempted Company Limited By Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (Adopted pursuant to a special resolution dated December 3, 2021) THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS Exempted Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF VAM ACQU

Promissory Note, dated as of November 26, 2021, issued to Alchemy Investment Management LLC.

Exhibit 10.1 PROMISSORY NOTE $300,000.00 As of November 26, 2021 VAM Acquisition Corp. (?Maker?) promises to pay to the order of VAM Capital LLC (?Payee?) the principal sum of Three Hundred Thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on t

Subscription Agreement between the Registrant and Alchemy DeepTech Capital LLC, dated December 3, 2021.**

EX-10.2 10 tm2136236d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 3 December 2021 To the Board of Directors of VAM Acquisition Corp. Ladies and Gentlemen: The undersigned hereby offers to purchase an aggregate of 4,312,500 Class B Shares (“Shares”), up to 562,500 of which are subject to repurchase by VAM Acquisition Corp. (“Company”) if the underwriters of the Company’s initial public offering (the “IPO”

Filing Fee Table.**

EX-FILING FEES 20 tm2136236d4ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Alchemy Investments Acquisition Corp 1 (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities and Carry Forward Securities Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 8 tm2136236d4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2022, is by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York c

Specimen Unit Certificate (2)

EX-4.1 5 tm2136236d4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G0232F 117 ALCHEMY INVESTMENTS ACQUISITION CORP 1 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT   is the owner of Units of Alchemy Investments Acqui

Memorandum and Articles of Association.**

EX-3.1 2 tm2136236d4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS VAM ACQUISITION CORP. An Exempted Company Limited By Shares MEMORANDUM OF ASSOCIATION EXEMPTED Company Registered and filed as No. 382594 On 27-Oct-2021 Assistant Registrar Auth Code: J87698689486 www.verify.gov.ky 1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS MEMORANDUM OF ASSOCIATION OF

Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 December 2, 2022

CORRESP 1 filename1.htm Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 December 2, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ameen Hamady, Jennifer Monick, Benjamin Holt, Pam Howell Re: Alchemy Investments Acquisition Corp 1

Form of Administrative Services Agreement.**

EX-10.9 17 tm2136236d4ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 ALCHEMY INVESTMENTS ACQUISITION CORP 1 850 Library Avenue, Suite 204-F Newark, DE 19711 , 2022 Alchemy Investment Management LLC 251 Little Falls Drive Wilmington, De 19808 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Alchemy Investments Acquisition Corp 1 (the “Company

Form of Sponsor Private Placement Shares Purchase Agreement.

Exhibit 10.6 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of              , 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Pu

Specimen Warrant Certificate (2)

EX-4.3 7 tm2136236d4ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ALCHEMY INVESTMENTS ACQUISITION CORP 1 Incorporated Under the Laws of the Cayman Islands CUSIP G0232F 133 Warrant Certificate This Warrant Certifica

Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.

Exhibit 10.3 , 2022 Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company

As submitted confidentially with the U.S. Securities and Exchange Commission on December 29, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains stric

TABLE OF CONTENTS As submitted confidentially with the U.S. Securities and Exchange Commission on December 29, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-          UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 RE

EX-4.4

EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT between VAM ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between VAM Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warra