Alchemy Acquisition Holdings, Inc.
Alchemy Investments Acquisition Corp 1 (ALCY), a Cayman Islands SPAC, filed an S-4 registration statement on October 23, 2026, for its proposed business combination with Cartiga, LLC. ALCY was delisted from Nasdaq on May 14, 2026, after failing to complete a deal within 36 months of its IPO registration effectiveness, and its securities now trade on OTC Pink under ALCYF, ALCUF, and ALCWF. The Minimum Cash Condition was waived on October 22, 2026, so closing is not contingent on PIPE financing; the combined entity will pursue up to $40 million in debt post-closing.
- ALCY was delisted from Nasdaq on May 14, 2026, for failing to complete a business combination within 36 months of its May 4, 2023 IPO registration.
- The Minimum Cash Condition was waived on October 22, 2026, meaning the business combination closing is not contingent on any PIPE financing.
- Sponsor will forfeit 1,713,000 shares if Available Closing Buyer Cash is below $5,000,000, reducing its holdings to 1,700,000 shares.
- Melodeon Arizona LBS Fund LP is expected to control approximately 78.5% to 79.5% of Pubco Common Stock post-closing, making the combined company a Nasdaq 'controlled company.'
- The ALCY Board did not obtain a third-party valuation or fairness opinion in approving the Cartiga business combination.
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A delisted SPAC pushing forward with a merger without a minimum cash backstop or fairness opinion, while a single fund will control ~79% of the combined company, presents extraordinary governance and execution risk for public shareholders.
This is a de-SPAC transaction using an Up-C structure, a tax-efficient vehicle common in recent SPAC mergers where pre-IPO owners retain partnership units exchangeable into public shares. The deal follows a wave of SPACs that missed their 36-month deadline and moved to OTC markets.
Nasdaq listing approval for Pubco Class A Common Stock is not assured; if denied and the condition is not waived, the Business Combination will not close. The combined company will be a controlled company under Nasdaq rules, with Melodeon Arizona LBS Fund LP holding ~78.5%-79.5% voting control, potentially disadvantaging minority shareholders.
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