Alchemy Acquisition Holdings, Inc.
Amendment No. 1 to the S-4 details ALCY's business combination with Cartiga LLC, forming "New Cartiga" via an Up-C structure. ALCY was suspended from Nasdaq on May 14, 2026 for missing the 36-month deadline and now trades OTC Pink. The Minimum Cash Condition was waived on October 22, 2026, so closing is not contingent on the up-to-$40 million PIPE debt financing. Cartiga unit holders would own roughly 94-95% of the combined company, with Melodeon Arizona LBF Fund LLC controlling 78.5-79.5%.
- ALCY was suspended from Nasdaq on May 14, 2026 for failing to complete a deal within 36 months of its May 4, 2023 IPO.
- The Minimum Cash Condition was waived on October 22, 2026, so closing is not contingent on the up-to-$40 million PIPE.
- Cartiga unit holders would own 94.0% to 95.2% of the combined company depending on redemptions.
- Melodeon Arizona LBF Fund LLC is expected to control 78.5% to 79.5% of PubCo, making it a controlled company.
- Sponsor promissory notes totaled $2,186,000 principal as of June 30, 2026, bearing 10% annual interest.
Price data unavailable.
A delisted SPAC is pushing through a deal where public shareholders hold under 1.5% and the sponsor forfeited half its shares, signaling a distressed, dilutive transaction.
This is a late-stage SPAC deal where the sponsor forfeited 1,713,000 shares and the target holders retain ~94% ownership, reflecting the distressed SPAC environment of 2026.
No third-party valuation or fairness opinion was obtained, leaving investors reliant solely on the board's judgment. Nasdaq listing approval is uncertain and may be waived, potentially leaving shares unlisted on any national exchange.