Alchemy Acquisition Holdings, Inc.
Amendment No. 2 to the S-4 registers up to 3,659,056 Class A shares and 5,750,000 warrants for the business combination between SPAC Alchemy Investments Acquisition Corp 1 (ALCY) and Cartiga, LLC, forming Cartiga Holdings, Inc. in an Up-C structure. ALCY was suspended from Nasdaq on May 14, 2026 for missing the 36-month business combination deadline and now trades on 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.
- ALCY was suspended from Nasdaq on May 14, 2026 for failing to complete a business combination within 36 months of its May 4, 2023 IPO effectiveness.
- 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 hold 94.0% to 95.2% of Pubco shares depending on redemptions, leaving public shareholders 0% to 1.3%.
- Melodeon Arizona LBS Fund LLC is expected to control 78.5% to 79.5% of Pubco, making it a Nasdaq controlled company.
- The ALCY board obtained no third-party valuation or fairness opinion for the Cartiga combination.
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A late-stage SPAC forced off Nasdaq for missing its deadline, now seeking re-listing via a de-SPAC with no fairness opinion and a waived cash condition.
Nasdaq listing of Pubco shares is a closing condition that may be waived, leaving investors potentially holding unlisted securities. Sponsor promissory notes of $2,186,000 principal may be settled in shares at terms yet to be determined, adding dilution.