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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
incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

850 Library Avenue, Suite 204-F Newark, DE 19711

(Address of principal executive offices, including zip code)

 

(212) 877-1588 Registrant’s telephone number, including area code:

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant   ALCYU   The Nasdaq Stock Market, LLC
         
Class A Ordinary Share, par value $0.0001 per share   ALCY   The Nasdaq Stock Market, LLC
         
Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share   ALCYW   The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On October 22, 2024, Alchemy Investments Acquisition Corp 1 (the “Company”) issued an aggregate of 2,874,999 shares of its Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) to Alchemy Deeptech Capital LLC, the sponsor of the Company (“Sponsor”), and the holder of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), upon the conversion of an equal number of Class B Shares (the “Conversion”). The 4,874,999 Class A Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the Conversion, there are 14,970,499 Class A Shares and one Class B Share issued and outstanding. The issuance of Class A Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALCHEMY INVESTMENTS ACQUISITION CORP 1
     
Dated: October 25, 2024 By: /s/ Mattia Tomba
    Name: Mattia Tomba
    Title: Co-Chief Executive Officer