[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents unaudited condensed financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and detailed notes on accounting policies [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheets (in USD) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------- | :------------------------ | :------------------ | | Total Assets | $12,503,259 | $12,098,428 | | Total Liabilities | $7,931,442 | $7,004,857 | | Shareholders' Deficit | $(7,580,432) | $(6,568,236) | | Investments held in Trust Account | $12,252,250 | $11,851,808 | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statements of Operations (in USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating and formation costs | $321,051 | $279,191 | $722,490 | $443,016 | | Gain on investments held in Trust Account | $126,034 | $1,591,454 | $250,442 | $3,165,435 | | Net (loss) income | $(220,257) | $1,313,741 | $(521,753) | $2,727,570 | | Basic and diluted net income per share (redeemable Class A) | $(0.05) | $0.09 | $(0.12) | $0.18 | [Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Condensed Statements of Changes in Shareholders' Deficit (in USD) | Metric | January 1, 2025 | June 30, 2025 | | :--------------------------------- | :---------------- | :-------------- | | Accumulated Deficit | $(6,568,584) | $(7,580,780) | | Total Shareholders' Deficit | $(6,568,236) | $(7,580,432) | | Metric | January 1, 2024 | June 30, 2024 | | :--------------------------------- | :---------------- | :-------------- | | Accumulated Deficit | $(5,361,185) | $(5,799,050) | | Total Shareholders' Deficit | $(5,360,837) | $(5,795,702) | - The accumulated deficit increased from **$(6,568,584)** at January 1, 2025, to **$(7,580,780)** at June 30, 2025, reflecting net losses and remeasurement of redeemable Class A ordinary shares[13](index=13&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statements of Cash Flows (in USD) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(619,969) | $(267,346) | | Proceeds from promissory note, related party | $600,000 | $530,000 | | Net Change in Cash and Cash Equivalents | $(19,969) | $262,654 | | Cash and Cash Equivalents - End of period | $161,205 | $572,396 | - Net cash used in operating activities increased significantly from **$(267,346)** in H1 2024 to **$(619,969)** in H1 2025[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) Alchemy Investments Acquisition Corp 1 is a blank check company formed to complete a business combination, facing going concern uncertainty due to insufficient working capital and a looming deadline - The Company is a blank check company (SPAC) incorporated on October 27, 2021, with the sole purpose of effecting a Business Combination[19](index=19&type=chunk) - As of June 30, 2025, the Company had **$161,205** in cash outside the Trust Account and a working capital deficit of **$2,505,433**, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - The deadline for consummating a Business Combination was extended from November 9, 2024, to September 9, 2025, through shareholder approval and monthly deposits into the Trust Account[39](index=39&type=chunk)[40](index=40&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's accounting policies, including GAAP conformity, EGC status, use of estimates, and classification of financial instruments like cash and redeemable Class A ordinary shares - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[43](index=43&type=chunk)[45](index=45&type=chunk) - Investments held in the Trust Account, primarily U.S. Treasury securities, are classified as trading securities and presented at fair value, with gains/losses recognized in the statement of operations[48](index=48&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified outside of permanent equity, with changes in redemption value recognized immediately and adjusted to equal the redemption value at each reporting period end[50](index=50&type=chunk)[52](index=52&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=21&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Company completed its Initial Public Offering on May 9, 2023, issuing **11,500,000** units and generating **$115,000,000** in gross proceeds - Initial Public Offering (IPO) was consummated on May 9, 2023, issuing **11,500,000** units, including the over-allotment option[21](index=21&type=chunk)[71](index=71&type=chunk) - The IPO generated gross proceeds of **$115,000,000**[21](index=21&type=chunk)[71](index=71&type=chunk) - Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant[71](index=71&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=23&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, the Company sold **595,500** private placement shares for **$10.00** per share, generating **$5,955,000** in gross proceeds - **595,500** Private Placement Shares were sold to the Sponsor and Underwriter at **$10.00** per share, generating gross proceeds of **$5,955,000**[22](index=22&type=chunk)[74](index=74&type=chunk) - Private Placement Shares are subject to transfer restrictions and holders waive redemption rights in connection with a Business Combination[75](index=75&type=chunk)[76](index=76&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=23&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) The Company engaged in related party transactions, including Founder Shares, promissory notes from the Sponsor totaling **$1,130,000**, and a **$10,000** monthly administrative support agreement - The Sponsor acquired **4,312,500** Founder Shares for **$50,000**, which have undergone surrenders and conversions, ultimately leading to Class A Ordinary Shares[77](index=77&type=chunk)[78](index=78&type=chunk)[82](index=82&type=chunk) Related Party Balances (in USD) | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :---------------- | | Promissory note - related party | $1,130,000 | $530,000 | | Accrued interest expenses - related party | $84,472 | $27,972 | | Accrued expenses - related party | $17,097 | $197,087 | - The Company pays Alchemy Investment Management LLC, an affiliate of the Sponsor, a monthly fee of **$10,000** for administrative services[85](index=85&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company has commitments including registration rights, a deferred underwriting fee of **$5,175,000** payable upon business combination, and restrictions on Underwriter Shares - A deferred underwriting fee of **$5,175,000** is payable to the Underwriter from the Trust Account upon completion of a Business Combination[90](index=90&type=chunk) - Underwriter Shares are subject to transfer restrictions and waiver of redemption rights in connection with a Business Combination[91](index=91&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=26&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note details authorized and outstanding shares for Preference, Class A, and Class B ordinary shares, highlighting the classification of Class A shares into redeemable and permanent equity Shareholders' Deficit Details | Share Type | Authorized Shares | Issued and Outstanding (June 30, 2025) | | :--------------------------------- | :---------------- | :------------------------------------- | | Preference shares | 1,000,000 | 0 | | Class A ordinary shares | 479,000,000 | 4,532,462 (1,061,963 redeemable, 3,470,499 permanent) | | Class B ordinary shares | 20,000,000 | 1 | [NOTE 8. WARRANTS](index=26&type=section&id=NOTE%208.%20WARRANTS) Public Warrants become exercisable after a business combination or 12 months from IPO, with an exercise price of **$11.50** per share, subject to adjustments and potential redemption - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, provided an effective registration statement is in place[95](index=95&type=chunk)[97](index=97&type=chunk) - The Public Warrants have an exercise price of **$11.50** per share, subject to adjustments based on future equity issuances or transfers below a Minimum Issue Price[98](index=98&type=chunk) - The Company may redeem outstanding warrants at **$0.01** per warrant if the Class A Ordinary Share price equals or exceeds **$18.00** for a specified period[99](index=99&type=chunk)[100](index=100&type=chunk) - If a Business Combination is not completed, warrants will not receive funds from the Trust Account and may expire worthless[101](index=101&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=29&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) The Company's financial assets measured at fair value, primarily U.S. Treasury Securities in the Trust Account, are categorized as Level 1 within the fair value hierarchy Fair Value Measurements (in USD) | Description | Amount at Fair Value (June 30, 2025) | Level 1 | | :--------------------------------- | :--------------------------------- | :------ | | Investments held in Trust Account: U.S. Treasury Securities | $12,252,250 | $12,252,250 | | Description | Amount at Fair Value (December 31, 2024) | Level 1 | | :--------------------------------- | :--------------------------------- | :------ | | Investments held in Trust Account: U.S. Treasury Securities | $11,851,808 | $11,851,808 | [NOTE 10. SEGMENT](index=30&type=section&id=NOTE%2010.%20SEGMENT) The Company operates as a single operating segment, with its Co-Chief Executive Officer reviewing 'Gain on investments held in Trust Account' and 'Operating and formation costs' to assess performance - The Company has determined it has only one operating segment, with the Co-Chief Executive Officer acting as the chief operating decision maker (CODM)[106](index=106&type=chunk)[107](index=107&type=chunk) - Key metrics reviewed by the CODM include 'Gain on investments held in Trust Account' and 'Operating and formation costs' to manage shareholder value, investment strategy, and capital for business combination[107](index=107&type=chunk) [NOTE 11. SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2011.%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the Company entered into a business combination agreement with Cartiga, LLC, converting ALCY shares and warrants into Pubco securities - On August 22, 2025, the Company entered into a business combination agreement with Cartiga, LLC[108](index=108&type=chunk) - The agreement stipulates that ALCY shares and warrants will convert into an equal number of Pubco Class A Common Stock, Pubco Class B Common Stock, Pubco Preferred Stock, Pubco Units, and Pubco Warrants[109](index=109&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its blank check status, net loss drivers, liquidity challenges, and key accounting policies [Overview](index=32&type=section&id=Overview) - Alchemy Investments Acquisition Corp 1 is a blank check company formed to pursue a business combination, with no operating revenues generated to date[112](index=112&type=chunk)[113](index=113&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Results of Operations (in USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(220,257) | $1,313,741 | $(521,753) | $2,727,570 | | Operating costs | $321,051 | $279,191 | $722,490 | $443,016 | | Gain on investments held in Trust Account | $126,034 | $1,591,454 | $250,442 | $3,165,435 | | Dividend income | $3,010 | $1,478 | $6,795 | $5,151 | | Interest expense - related party | $(28,250) | — | $(56,500) | — | - The Company reported a net loss of **$(220,257)** for the three months ended June 30, 2025, compared to net income of **$1,313,741** for the same period in 2024, primarily due to lower gains on investments held in the Trust Account and increased operating costs[114](index=114&type=chunk) [Liquidity, Capital Resources and Going Concern](index=34&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Liquidity and Capital Resources (in USD) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(619,969) | $(267,346) | | Net cash provided by financing activities | $600,000 | $530,000 | | Cash and cash equivalents (outside Trust Account) | $161,205 | $572,396 | | Working capital deficit | $(2,505,433) | N/A | - The Company's cash outside the Trust Account (**$161,205**) and working capital deficit (**$2,505,433**) as of June 30, 2025, raise substantial doubt about its ability to continue as a going concern[121](index=121&type=chunk)[122](index=122&type=chunk) - The deadline for completing a Business Combination was extended to September 9, 2025, with monthly deposits into the Trust Account to facilitate this extension[122](index=122&type=chunk)[123](index=123&type=chunk) [Contractual Obligations](index=34&type=section&id=Contractual%20Obligations) - The Company has **$5,175,000** in deferred underwriting fees and **$1,130,000** in promissory notes, both due upon the completion of a business combination[125](index=125&type=chunk) [Off Balance Sheet Financing Arrangements](index=36&type=section&id=Off%20Balance%20Sheet%20Financing%20Arrangements) - As of June 30, 2025, the Company has no obligations, assets, or liabilities considered off-balance sheet arrangements[126](index=126&type=chunk)[127](index=127&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Management has not identified any critical accounting estimates[129](index=129&type=chunk) [Recent Accounting Standards](index=36&type=section&id=Recent%20Accounting%20Standards) - The Company does not believe that recently issued, but not yet effective, accounting standards (e.g., ASU 2024-03) would have a material effect on its financial statements if currently adopted[130](index=130&type=chunk)[131](index=131&type=chunk) [JOBS Act](index=36&type=section&id=JOBS%20Act) - As an 'emerging growth company' under the JOBS Act, the Company has elected to delay the adoption of new or revised accounting standards, which may impact comparability[132](index=132&type=chunk) - The Company is evaluating other reduced reporting requirements provided by the JOBS Act, such as exemptions from auditor's attestation reports on internal controls and certain executive compensation disclosures[134](index=134&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Alchemy Investments Acquisition Corp 1 is exempt from providing quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, management's report on internal controls, and any changes in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, with the participation of Certifying Officers, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[136](index=136&type=chunk) [Management's Report on Internal Controls Over Financial Reporting](index=37&type=section&id=Management's%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) - This report does not include a management's assessment or an independent registered public accounting firm's attestation report on internal control over financial reporting due to a transition period for newly public companies[137](index=137&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in the Company's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[138](index=138&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) Alchemy Investments Acquisition Corp 1 has no legal proceedings to report - There are no legal proceedings to report[139](index=139&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, noting no material changes except for a new risk related to potential default or failure of financial institutions providing banking services - No material changes to risk factors previously disclosed, except for a new risk concerning the default or failure of financial institutions the Company relies on[140](index=140&type=chunk)[141](index=141&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, including founder shares and private placement shares, and confirms the use of proceeds from the initial public offering and private placement [Unregistered Sales of Equity Securities](index=38&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) - Founder shares were acquired by the Sponsor for **$50,000**, with subsequent surrenders and conversions, including **2,874,999** Class B shares converted to Class A shares on October 22, 2024[142](index=142&type=chunk)[144](index=144&type=chunk) - **595,500** private placement shares were sold to the Sponsor and Underwriter for **$10.00** per share, generating **$5,955,000** in gross proceeds, under Section 4(a)(2) of the Securities Act[143](index=143&type=chunk) [Use of Proceeds](index=39&type=section&id=Use%20of%20Proceeds) - After deducting underwriting discounts and offering expenses, **$116,725,000** from the IPO and private placement was placed in the trust account[145](index=145&type=chunk) - There has been no material change in the planned use of proceeds from the initial public offering and the sale of placement shares[146](index=146&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Alchemy Investments Acquisition Corp 1 reports no defaults upon senior securities - There are no defaults upon senior securities[147](index=147&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine Safety Disclosures are not applicable to Alchemy Investments Acquisition Corp 1 - Mine Safety Disclosures are not applicable[148](index=148&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) During the reporting period, none of the Company's directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading agreements - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading agreements during the six months ended June 30, 2025[149](index=149&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including organizational documents, agreements, and certifications - The report includes a comprehensive list of exhibits, such as the Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Investment Management Trust Agreement, and various certifications[151](index=151&type=chunk)[152](index=152&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) The report is duly signed on behalf of Alchemy Investments Acquisition Corp 1 by its Co-Chief Executive Officer, Mattia Tomba, and Chief Financial Officer, Harshana Sidath Jayaweera, on August 27, 2025 - The report was signed by Mattia Tomba, Co-Chief Executive Officer, and Harshana Sidath Jayaweera, Chief Financial Officer, on August 27, 2025[157](index=157&type=chunk)

Company Overview - Alchemy Investments Acquisition Corp 1 ("Alchemy") is a publicly traded special purpose acquisition company (SPAC) focused on completing business combinations with companies that process, analyze, and utilize data [6] - Cartiga, LLC ("Cartiga") is a leading data-driven asset management platform specializing in investing in legal claims and law firms, leveraging proprietary data and advanced analytics [4] Transaction Details - Alchemy has entered into a definitive business combination agreement with Cartiga, which aims to enhance Cartiga's growth and strategic acquisition opportunities [1] - The proposed business combination is designed to leverage Cartiga's 20+ year investment track record and proprietary database of over 250,000 litigation-linked asset fundings [9] Market Opportunity - The legal services sector is valued at over $300 billion, representing approximately 1.4% of GDP, and has been historically underpenetrated by traditional capital sources [3] - Cartiga has deployed more than $1.6 billion in legal sector investments, participating in matters generating over $20 billion in estimated settlement values [4] Leadership Insights - Alchemy's Co-CEO, Mattia Tomba, emphasized the potential for Cartiga to capitalize on growing opportunities in the legal services sector [3] - Cartiga's CEO, Sam Wathen, noted that accessing public markets will allow the company to accelerate growth and expand its product offerings [3]

PART I - FINANCIAL INFORMATION [Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The company presents unaudited financial statements for Q1 2025, showing total assets of $12.5 million, a $7.1 million shareholders' deficit, and a net loss of $301,497 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2025, total assets were $12.5 million, with $12 million in the Trust Account, leading to a $7.1 million shareholders' deficit Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $351,999 | $181,174 | | Investments held in Trust Account | $12,036,215 | $11,851,808 | | **Total Assets** | **$12,495,260** | **$12,098,428** | | **Liabilities & Equity** | | | | Total current liabilities | $2,528,187 | $1,829,857 | | Deferred underwriting fee payable | $5,175,000 | $5,175,000 | | **Total Liabilities** | **$7,703,187** | **$7,004,857** | | Class A ordinary shares subject to possible redemption | $11,936,214 | $11,661,807 | | **Total Shareholders' Deficit** | **($7,144,141)** | **($6,568,236)** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $301,497 for Q1 2025, a reversal from $1.4 million net income in Q1 2024, due to lower investment gains Condensed Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Operating and formation costs | $401,439 | $163,825 | | Loss from operations | ($401,439) | ($163,825) | | Gain on investments held in Trust Account | $124,408 | $1,573,981 | | **Net (Loss) Income** | **($301,497)** | **$1,413,829** | | Basic and diluted net (loss) income per share | ($0.07) | $0.09 | [Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Shareholders' deficit increased to $7.1 million by March 31, 2025, driven by a net loss and remeasurement adjustments for redeemable shares - The total shareholders' deficit increased by **$575,875** during the first quarter of 2025, moving from **($6,568,236)** to **($7,144,141)**[14](index=14&type=chunk) - The increase in deficit was caused by a net loss of **$301,497** and a non-cash charge of **$274,408** for the remeasurement of redeemable Class A shares[14](index=14&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operations was $429,175 in Q1 2025, offset by $600,000 from financing, resulting in $351,999 cash at period-end Condensed Statement of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($429,175) | ($180,531) | | Net cash provided by financing activities | $600,000 | $0 | | **Net Change in Cash and Cash Equivalents** | **$170,825** | **($180,531)** | | **Cash and Cash Equivalents - End of period** | **$351,999** | **$129,211** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's blank check status, going concern doubt due to working capital deficit, extended business combination deadline, and related party transactions - The company is a blank check company formed to enter into a business combination and has not commenced any operations as of **March 31, 2025**[20](index=20&type=chunk)[21](index=21&type=chunk) - Management has identified a going concern issue due to a working capital deficit of **$2,069,142** and insufficient cash to operate for at least one year[37](index=37&type=chunk)[38](index=38&type=chunk) - The deadline to consummate a Business Combination was extended from **November 9, 2024**, to **September 9, 2025**, requiring monthly deposits into the trust account[41](index=41&type=chunk)[42](index=42&type=chunk) - The Sponsor has provided promissory notes totaling **$1,130,000** to cover expenses, which are payable upon the consummation of a Business Combination[87](index=87&type=chunk)[89](index=89&type=chunk) - The company has a commitment to pay **$5,175,000** in deferred underwriting commissions, which is contingent upon the completion of a Business Combination[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Q1 2025 net loss of $301,497, expresses going concern doubt due to a working capital deficit, and notes the extended business combination deadline [Results of Operations](index=31&type=section&id=Results%20of%20Operations) The company reported a Q1 2025 net loss of $301,497, a reversal from prior year's net income, primarily due to decreased investment gains and increased operating costs Comparison of Quarterly Results | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Operating Costs | $401,439 | $163,825 | | Gain on Investments in Trust Account | $124,408 | $1,573,981 | | **Net (Loss) / Income** | **($301,497)** | **$1,413,829** | [Liquidity, Capital Resources and Going Concern](index=32&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) The company faces substantial doubt about going concern due to a $2 million working capital deficit and limited cash, necessitating an extension for business combination - As of **March 31, 2025**, the company had **$351,999** in cash held outside the Trust Account and a working capital deficit of **$2,069,142**[129](index=129&type=chunk) - Management has substantial doubt about the Company's ability to continue as a going concern as current cash is insufficient to operate for at least one year[130](index=130&type=chunk) - The deadline to consummate a business combination was extended to **September 9, 2025**, requiring monthly deposits into the trust account to maintain the extension[130](index=130&type=chunk)[131](index=131&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) The company has significant contingent contractual obligations, including $5.175 million in deferred underwriting fees and up to $1.13 million in promissory notes - The company has **$5,175,000** of deferred underwriting fees and up to **$1,130,000** in promissory notes, both due upon the completion of a business combination[133](index=133&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[141](index=141&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls - The company's Certifying Officers concluded that as of **March 31, 2025**, disclosure controls and procedures were effective[142](index=142&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[144](index=144&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[145](index=145&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor highlights the company's dependence on financial institutions, whose failure could adversely affect its liquidity and business - A new risk factor has been added regarding the company's dependence on financial institutions. The failure of these institutions could adversely affect the company's liquidity and business, as deposits may exceed insured limits[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details unregistered equity sales, including private placement of 595,500 shares for $5.955 million and conversion of Class B to Class A shares, with $116.725 million in trust - Simultaneously with the IPO, the company sold **595,500** private placement shares at **$10.00** per share, generating gross proceeds of **$5,955,000**[149](index=149&type=chunk) - On **October 22, 2024**, **2,874,999** Class B ordinary shares were converted into an equal number of Class A ordinary shares[150](index=150&type=chunk) - Net proceeds of **$116,725,000** from the IPO and private placement were deposited into the trust account[151](index=151&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[153](index=153&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[154](index=154&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated any trading plans for company securities during the quarter - No directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of the company's securities during the quarter[155](index=155&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including governance documents, various agreements, and officer certifications - The report includes numerous exhibits, such as governance documents, agreements related to the IPO and trust, and certifications required by the Sarbanes-Oxley Act[158](index=158&type=chunk) Signatures - The report was duly signed and authorized on **May 20, 2025**, by **Mattia Tomba**, Co-Chief Executive Officer, and **Harshana Sidath Jayaweera**, Chief Financial Officer[160](index=160&type=chunk)[162](index=162&type=chunk)

Financial Performance - The company had a net income of $4,247,564 for the year ended December 31, 2024, despite incurring a loss of approximately $1,192,408 from general and administrative expenses[264]. - As of December 31, 2024, the company had $181,174 in cash and cash equivalents outside of the Trust Account and a working capital deficit of $1,583,237[267]. - The company anticipates that cash held outside the Trust Account will not be sufficient to operate for at least one year from the date of the financial statements, raising substantial doubt about its ability to continue as a going concern[268]. Initial Public Offering - The company completed its Initial Public Offering on May 9, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[265]. - An additional $5,955,000 was generated from the sale of 595,500 private placement shares at a price of $10.00 per share[266]. Business Combination - The company has until November 9, 2024, to consummate a Business Combination, with a proposal to extend this deadline to February 9, 2025, and potentially on a month-to-month basis until September 9, 2025[268]. - There are $5,175,000 of deferred underwriting fees due upon the completion of the company's business combination[271]. - The company is in the process of identifying a potential company for an initial Business Combination but requires additional time[268]. Operations and Revenue - The company has not engaged in any operations or generated operating revenues to date, with expectations to generate non-operating income from interest on marketable securities after the IPO[263]. - The company does not expect the adoption of new accounting standards to have a material impact on its financial statements and disclosures[276].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $1,456,069, an increase from $1,362,467 in the same period of 2023, reflecting a growth of approximately 6.9%[95] - For the nine months ended September 30, 2024, the company achieved a net income of $4,183,639, compared to $1,933,283 for the same period in 2023, indicating a significant increase of approximately 116.5%[96] - The company incurred operating costs of $158,154 for the three months ended September 30, 2024, down from $174,629 in the same period of 2023, representing a decrease of about 9.5%[95] - For the nine months ended September 30, 2024, net cash used in operating activities was $500,104, compared to $748,752 for the same period in 2023, showing a reduction of approximately 33.2%[97][98] Cash and Liquidity - As of September 30, 2024, the company had $339,638 in cash and cash equivalents held outside of the Trust Account, with a working capital deficit of $877,569[103] - The company anticipates that cash held outside the Trust Account will not be sufficient to operate for at least one year from the date of the financial statements, raising substantial doubt about its ability to continue as a going concern[104] - The company has no long-term debt or capital lease obligations as of September 30, 2024[105] Business Operations - The company has until November 9, 2024, to complete a Business Combination, with the possibility of extending this deadline to February 9, 2025, and potentially on a month-to-month basis until September 9, 2025[104] Capital Raising - The company generated gross proceeds of $115,000,000 from its Initial Public Offering on May 9, 2023, including proceeds from the underwriter's over-allotment option[101] - The company placed $116,725,000 from the net proceeds of the Initial Public Offering and Private Placement Shares into a Trust Account[103]

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,313,741, an increase from $571,037 in the same period of 2023, representing a 130% year-over-year growth[115] - For the six months ended June 30, 2024, the company achieved a net income of $2,727,570, compared to $570,816 for the same period in 2023, indicating a significant increase of 378%[116] - The company incurred operating costs of $279,191 for the three months ended June 30, 2024, which is a slight increase from $260,699 in the same period of 2023[115] Cash and Liquidity - As of June 30, 2024, the company had $572,396 in cash and cash equivalents held outside of the Trust Account, with a working capital deficit of $723,703[123] - The company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least one year from the date of the financial statements, raising substantial doubt about its ability to continue as a going concern[124] Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering on May 9, 2023, including 1,500,000 units from the underwriter's over-allotment option[121] - The company placed $116,725,000 from the net proceeds of the Initial Public Offering into a Trust Account[123] Business Combination and Liquidation - The company has until November 9, 2024, to consummate a Business Combination, failing which a mandatory liquidation will occur[124] Investment Activities - There were no cash flows from investing activities for the three months ended June 30, 2024, while net cash used in investment activities for the six months ended June 30, 2023, was $116,725,000[119] Debt Obligations - The company has no long-term debt or capital lease obligations as of June 30, 2024, but has deferred underwriting fees of $5,175,000 and a promissory note of up to $530,000 due upon completion of a business combination[125]

PART I - FINANCIAL INFORMATION [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for Alchemy Investments Acquisition Corp 1 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets increased due to growth in the Trust Account, while the total shareholders' deficit widened | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :-------------------------------- | :--------------------------- | :------------------ | | Cash and cash equivalents | $129,211 | $309,742 | | Investments held in Trust Account | $122,238,546 | $120,664,565 | | Total Assets | $122,623,558 | $121,215,705 | | Total Liabilities | $6,006,002 | $6,011,978 | | Total Shareholders' Deficit | $(5,520,989) | $(5,360,837) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a significant net income for Q1 2024, driven by gains on investments held in the Trust Account | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Operating costs | $163,825 | $221 | | Loss from operations | $(163,825) | $(221) | | Gain on investments held in Trust Account | $1,573,981 | — | | Dividend income | $3,673 | — | | Net income (loss) | $1,413,829 | $(221) | | Basic and diluted net income per share (Class A ordinary shares-redeemable) | $0.09 | — | [Condensed Statements of Changes in Shareholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) The shareholders' deficit widened in Q1 2024 due to the remeasurement of Class A ordinary shares to their redemption amount | Metric | January 1, 2024 | March 31, 2024 | | :------------------------------------ | :-------------- | :------------- | | Accumulated Deficit | $(5,361,185) | $(5,521,337) | | Total Shareholders' Deficit | $(5,360,837) | $(5,520,989) | **Changes for Three Months Ended March 31, 2024:** * Remeasurement of Class A ordinary shares to redemption amount: $(1,573,981) * Net income: $1,413,829 | Metric | January 1, 2023 | March 31, 2023 | | :------------------------------------ | :-------------- | :------------- | | Accumulated Deficit | $(8,750) | $(8,971) | | Total Shareholder's Equity | $41,250 | $41,029 | **Changes for Three Months Ended March 31, 2023:** * Net loss: $(221) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The company experienced net cash used in operating activities, resulting in a decrease in cash and cash equivalents | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) | $1,413,829 | $(221) | | Gain on investments held in trust account | $(1,573,981) | — | | Net cash (used in) provided by operating activities | $(180,531) | $4,779 | | Cash and cash equivalents - End of period | $129,211 | $4,779 | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide crucial context for the condensed financial statements, detailing accounting policies and transactions [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN](index=7&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%2C%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) The company is a blank check company facing a going concern uncertainty due to limited cash and a looming business combination deadline - The Company is a blank check company incorporated on October 27, 2021, for the purpose of entering into a business combination[18](index=18&type=chunk) - The Initial Public Offering (IPO) was consummated on May 9, 2023, generating **gross proceeds of $115,000,000** from 11,500,000 units[20](index=20&type=chunk) - An amount of **$116,725,000** from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds[23](index=23&type=chunk) - As of March 31, 2024, the Company had **$129,211 in cash** outside the Trust Account and a **working capital deficit of $461,692**, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk) - The Company has until **November 9, 2024**, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[38](index=38&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines key accounting principles, including GAAP conformity and policies for specific financial instruments - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[45](index=45&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value, with gains and losses recognized in the statements of operations[48](index=48&type=chunk) - Class A Ordinary Shares subject to possible redemption are classified outside of permanent equity and adjusted to redemption value at each reporting period[50](index=50&type=chunk)[53](index=53&type=chunk) - The Company accounts for Public and Private Warrants as equity-classified instruments, with no subsequent changes in fair value recognized[68](index=68&type=chunk)[105](index=105&type=chunk) - The Company is assessing the impact of ASU 2020-06 and ASU 2023-09 but does not believe any recently issued standards would have a material effect if currently adopted[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=22&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The Company completed its IPO in May 2023, issuing 11,500,000 units and generating gross proceeds of $115,000,000 - IPO consummated on May 9, 2023, with **11,500,000 units sold**[74](index=74&type=chunk) - Gross proceeds from IPO: **$115,000,000**[74](index=74&type=chunk) - Each unit comprised one Class A ordinary share and one-half of one redeemable warrant[74](index=74&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=22&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) The Company sold 595,500 Private Placement Shares to its Sponsor and Underwriter, generating $5,955,000 in proceeds - **595,500 Private Placement Shares** sold to Sponsor and Underwriter at **$10.00 per share**[75](index=75&type=chunk) - Gross proceeds from private placement: **$5,955,000**[75](index=75&type=chunk) - Private Placement Shares are subject to transfer restrictions and waivers of redemption/liquidation rights by holders in certain scenarios[76](index=76&type=chunk)[79](index=79&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=24&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including Founder Shares, promissory notes, and service agreements - Founder Shares: Initially 4,312,500 shares issued to the Sponsor for $50,000; subsequently reduced to **2,875,000 shares** through surrenders and cancellations[80](index=80&type=chunk)[81](index=81&type=chunk) - Promissory Note: Sponsor loaned up to **$500,000** to the Company, which was fully repaid on May 9, 2023[83](index=83&type=chunk)[86](index=86&type=chunk) - Administrative Support Agreement: Company pays an affiliate a monthly fee of **$10,000** for services; **$107,097 accrued** as of March 31, 2024[87](index=87&type=chunk) - Working Capital Loans: Sponsor or affiliates may provide loans for transaction costs, convertible into shares at **$10.00 per share**[88](index=88&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company has commitments for registration rights and a deferred underwriting fee of $5,175,000 - Holders of Founder Shares, Private Placement Shares, and Working Capital Loan shares are entitled to registration rights[89](index=89&type=chunk) - Deferred underwriting commissions: **$5,175,000** payable to the Underwriter upon completion of a Business Combination[91](index=91&type=chunk) - Underwriter Shares: **57,500 Class A ordinary shares** purchased by underwriters, subject to transfer restrictions and waivers of redemption/liquidation rights[92](index=92&type=chunk)[95](index=95&type=chunk) [NOTE 7. SHAREHOLDERS' EQUITY (DEFICIT)](index=28&type=section&id=NOTE%207.%20SHAREHOLDERS'%20EQUITY%20(DEFICIT)) This note details the Company's authorized and outstanding share capital, including preference and ordinary shares - Authorized Preference shares: **1,000,000**; none issued or outstanding[96](index=96&type=chunk) - Class A ordinary shares: **479,000,000 authorized**; 12,095,500 issued and outstanding, including **11,500,000 subject to possible redemption**[97](index=97&type=chunk) - Class B ordinary shares: **20,000,000 authorized**; 2,875,000 issued and outstanding as of March 31, 2024[98](index=98&type=chunk) [NOTE 8. WARRANTS](index=28&type=section&id=NOTE%208.%20WARRANTS) The Company's Public Warrants have an exercise price of $11.50 per share and may be redeemed under specific conditions - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing[99](index=99&type=chunk) - Exercise price: **$11.50 per share**, subject to adjustments[101](index=101&type=chunk) - Redemption: Warrants may be redeemed at **$0.01 per warrant** if Class A Ordinary Share price equals or exceeds **$18.00** for a specified period[102](index=102&type=chunk) - The **5,750,000 Public Warrants** are equity-classified and not subject to fair value changes after initial measurement[105](index=105&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=30&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) Investments held in the Trust Account, primarily U.S. Treasury Securities, are measured at fair value using Level 1 inputs | Description | Amount at Fair Value (March 31, 2024) | Level 1 | | :-------------------------- | :------------------------------------ | :-------- | | U.S. Treasury Securities | $122,238,546 | $122,238,546 | | Description | Amount at Fair Value (December 31, 2023) | Level 1 | | :-------------------------- | :------------------------------------ | :-------- | | U.S. Treasury Securities | $120,664,565 | $120,664,565 | [NOTE 10. SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The Company identified no subsequent events requiring adjustment or disclosure in the financial statements - No subsequent events requiring adjustment or disclosure were identified up to the date of financial statement issuance[108](index=108&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition, operational results, liquidity challenges, and going concern uncertainty [Special Note Regarding Forward-Looking Statements](index=31&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that the report contains forward-looking statements involving risks and uncertainties - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[111](index=111&type=chunk) - The Company disclaims any intention or obligation to update or revise forward-looking statements[111](index=111&type=chunk) [Overview](index=31&type=section&id=Overview) The Company is a blank check company formed to execute a business combination and has not yet identified a target - Alchemy Investments Acquisition Corp 1 is a blank check company formed on October 27, 2021, to pursue a business combination[112](index=112&type=chunk) - The Company has not yet selected a business combination target[112](index=112&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) The Company reported a net income of $1,413,829 for Q1 2024, driven by gains on investments in the Trust Account | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $1,413,829 | $(221) | | Operating costs | $163,825 | $221 | | Gain on investments held in Trust Account | $1,573,981 | — | [Liquidity, Capital Resources and Going Concern](index=32&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) A working capital deficit and limited cash raise substantial doubt about the Company's ability to continue as a going concern - Net cash used in operating activities was **$180,531** for the three months ended March 31, 2024[116](index=116&type=chunk) - As of March 31, 2024, the Company had **$129,211 in cash** outside the Trust Account and a **working capital deficit of $461,692**[120](index=120&type=chunk) - Substantial doubt exists about the Company's ability to continue as a going concern due to insufficient operating cash and the **November 9, 2024, deadline** for a business combination[121](index=121&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) The Company has no long-term debt but has a deferred underwriting fee of $5,175,000 contingent on a business combination - No long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 31, 2024[122](index=122&type=chunk) - Deferred underwriting fees of **$5,175,000** are payable upon the completion of a business combination[123](index=123&type=chunk) [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The Company has not identified any critical accounting estimates, though management makes estimates in preparing financial statements - Management makes estimates and assumptions in preparing financial statements[124](index=124&type=chunk)[125](index=125&type=chunk) - The Company has not identified any critical accounting estimates[126](index=126&type=chunk) [Recent Accounting Standards](index=34&type=section&id=Recent%20Accounting%20Standards) The Company is evaluating new accounting standards but does not anticipate a material effect on its financial statements - The Company is assessing ASU 2020-06 and ASU 2023-09[127](index=127&type=chunk)[128](index=128&type=chunk) - Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect if currently adopted[129](index=129&type=chunk) [JOBS Act](index=34&type=section&id=JOBS%20Act) As an "emerging growth company," the Company benefits from relaxed reporting and accounting adoption requirements - The Company qualifies as an **"emerging growth company"** under the JOBS Act[130](index=130&type=chunk) - The Company elects to delay the adoption of new or revised accounting standards, aligning with private company effective dates[130](index=130&type=chunk) - Exemptions include not requiring an auditor's attestation report on internal controls and reduced executive compensation disclosure[131](index=131&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The Company is not required to provide market risk disclosures as it is a smaller reporting company - The Company is a smaller reporting company and is not required to provide market risk disclosures[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls and procedures were effective as of March 31, 2024 - Disclosure controls and procedures were **effective** as of March 31, 2024[134](index=134&type=chunk) - This report does not include a management's assessment or auditor's attestation report on internal control over financial reporting due to a transition period for newly public companies[135](index=135&type=chunk) - **No material changes** in internal control over financial reporting occurred during the most recent fiscal quarter[136](index=136&type=chunk) PART II - OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=36&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Alchemy Investments Acquisition Corp 1 reports no legal proceedings - There are no legal proceedings[137](index=137&type=chunk) [ITEM 1A. RISK FACTORS](index=36&type=section&id=ITEM%201A.%20RISK%20FACTORS) The Company highlights a new risk concerning its dependence on financial institutions - No material changes to risk factors disclosed in the Prospectus, except for an additional risk[138](index=138&type=chunk) - **New risk factor**: Dependence on U.S. and multi-national financial institutions, with potential adverse effects on business and financial condition if these institutions default or fail[139](index=139&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details unregistered share sales and confirms the allocation of IPO proceeds to the trust account - Founder shares were acquired by the sponsor for **$50,000**, with subsequent cancellations reducing the total outstanding[140](index=140&type=chunk) - **595,500 Private Placement Shares** were sold to the sponsor and representative for **$10.00 per share**, generating **$5,955,000** in gross proceeds[141](index=141&type=chunk) - **$116,725,000** of net proceeds from the IPO and private placement were placed in the trust account[143](index=143&type=chunk) - No material change in the planned use of proceeds from the IPO and private placement[144](index=144&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=37&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The Company reports no defaults upon senior securities - There are no defaults upon senior securities[145](index=145&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=37&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company - Mine Safety Disclosures are not applicable[146](index=146&type=chunk) [ITEM 5. OTHER INFORMATION](index=37&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the quarter - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading agreements during the quarter[147](index=147&type=chunk) [ITEM 6. EXHIBITS](index=38&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q - The report includes various exhibits such as Amended and Restated Memorandum and Articles of Association, Warrant Agreement, Investment Management Trust Agreement, and certifications[149](index=149&type=chunk) [SIGNATURES](index=39&type=section&id=SIGNATURES) The report was duly signed by the Co-Chief Executive Officer and Chief Financial Officer on May 20, 2024 - Report signed by Mattia Tomba (Co-Chief Executive Officer) and Harshana Sidath Jayaweera (Chief Financial Officer) on **May 20, 2024**[154](index=154&type=chunk)

[Table of Contents (Introductory)](index=1&type=section&id=Table%20of%20Contents) [Certain Terms](index=3&type=section&id=CERTAIN%20TERMS) [Cautionary Statement Regarding Forward-Looking Statements](index=5&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Summary of Risk Factors](index=7&type=section&id=SUMMARY%20OF%20RISK%20FACTORS) [PART I](index=9&type=section&id=PART%20I) Part I outlines the company's business as a blank check company, its strategy for identifying and completing a business combination, and the associated risks and operational details. It emphasizes the focus on deep technology and data analytics, the role of its experienced management team, and the process for shareholder redemptions and potential liquidation if a business combination is not completed within the specified timeframe [Item 1. Business](index=9&type=section&id=Item%201.%20BUSINESS) Alchemy Investments Acquisition Corp 1 is a blank check company formed to complete a business combination, primarily targeting deep technology with a focus on data analytics. The company leverages its management team's experience and network to identify opportunities, offering a public listing alternative to target businesses. It details its acquisition criteria, the process for effecting a business combination, and its status as an emerging growth and smaller reporting company [General](index=9&type=section&id=General) Alchemy Investments Acquisition Corp 1 is a blank check company established in October 2021, with no current operations or revenue. Its sole purpose is to complete a business combination, focusing on deep technology and data analytics across various applications - The company was incorporated on October 27, 2021, as a **Cayman Islands exempted company** to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar **business combination**[22](index=22&type=chunk) - The company has not engaged in any operations or generated any **revenue** to date[22](index=22&type=chunk) - The company intends to focus on **deep technology**, with a particular emphasis on **data analytics**, including applications in remote sensing, telecommunications, financial trading, and environmental monitoring[23](index=23&type=chunk) [Our Management Team](index=9&type=section&id=Our%20Management%20Team) The company's management team consists of experienced professionals in equity investments, finance, business operations, and deal negotiation, led by Steven M. Wasserman (Non-Executive Chairman), Mattia Tomba, and Vittorio Savoia (Co-CEOs). They aim to leverage their networks and expertise to identify and execute attractive business combinations, particularly in deep technology and data analytics - The management team consists of seasoned professionals with experience in **equity investments**, finance, **business operations**, management, and deal negotiation[24](index=24&type=chunk) - Key members include Steven M. Wasserman (Non-Executive Chairman), Mattia Tomba and Vittorio Savoia (**Co-Chief Executive Officers**), and Harshana Sidath Jayaweera (**Chief Financial Officer**)[26](index=26&type=chunk) - The team's contacts and relationships across various industries are expected to generate attractive transaction opportunities for shareholders[28](index=28&type=chunk) [Business Strategy](index=11&type=section&id=Business%20Strategy) The company's business strategy is to pursue an initial business combination in deep technology, focusing on data analytics companies that acquire, process, and utilize data. It aims to unlock value by accessing international capital markets and providing growth capital, leveraging its management team's extensive networks and transactional experience - The company's strategy is to target **deep technology** companies with a focus on **data analytics**, which involve acquiring, processing, analyzing, and utilizing data from various sources[30](index=30&type=chunk) - The company believes its management team's extensive networks and experience are uniquely qualified to source and execute **business combinations** globally, potentially involving recapitalization or **growth capital**[31](index=31&type=chunk)[32](index=32&type=chunk) [Competitive Advantages](index=11&type=section&id=Competitive%20Advantages) The company highlights its experienced management team, led by Steven M. Wasserman, Mattia Tomba, and Vittorio Savoia, as a key competitive advantage. Its flexibility to explore both upstream (operational assets in space) and downstream (data-analytics) business combination opportunities, coupled with its status as a publicly listed acquisition company offering an alternative to traditional IPOs, and an established deal sourcing network, are also cited - The company's competitive advantages include its experienced management team, flexibility to explore upstream and downstream **business combination opportunities** (e.g., operational assets in space or **data-analytics** companies)[33](index=33&type=chunk)[34](index=34&type=chunk) - Its status as a publicly listed acquisition company offers target businesses a potentially less expensive and more certain alternative to a traditional **IPO**[35](index=35&type=chunk) - An established deal sourcing network through its management team's contacts in government, private and public companies, and investment firms provides access to quality acquisition opportunities[36](index=36&type=chunk) [Industry Opportunity](index=12&type=section&id=Industry%20Opportunity) The company identifies the deep tech industry, particularly data analytics, as a significant global economic opportunity. The data analytics market was valued at over $240 billion in 2021 and is projected to grow to over $650 billion by 2029, driven by advancements in artificial intelligence technologies - The **deep tech industry**, focusing on **data analytics**, is an emerging global industry with significant economic potential[38](index=38&type=chunk)[39](index=39&type=chunk) Data Analytics Market Value | Year | Market Value | | :--- | :--- | | 2021 | >$240 billion | | 2029 (projected) | >$650 billion | - **Data analytics** development relies on **AI technologies**, with the applied **AI sector** having the highest innovation score and attracting an estimated **$104 billion** in investments in 2022[39](index=39&type=chunk) [Acquisition Criteria](index=12&type=section&id=Acquisition%20Criteria) The company's acquisition criteria focus on target businesses with strong growth potential, a unique market position (e.g., competitive technology, brand equity), and the ability to benefit from access to capital markets. It intends to target middle-market businesses with a total enterprise value of at least $500 million - Target businesses should demonstrate strong **revenue growth**, favorable future **growth characteristics**, and a durable **business model**[40](index=40&type=chunk) - The company seeks businesses with leading competitive technology, unique brand equity, or product competences, particularly those at a high-growth stage requiring additional expertise or capital[41](index=41&type=chunk) - Target businesses should benefit from **capital markets access** to accelerate **growth** and build **capital profile**, especially those with experienced operating management teams lacking **capital market experience**[42](index=42&type=chunk) - The company intends to seek middle-market businesses with a **total enterprise value** of at least **$500 million**[43](index=43&type=chunk) [Initial Business Combination](index=14&type=section&id=Initial%20Business%20Combination) Nasdaq rules require the company to complete a business combination with an aggregate fair market value of at least 80% of its trust account assets. The board of directors will determine fair market value, potentially with an independent opinion. The company aims to acquire 100% of a target's equity or assets, or at least a controlling interest of 50% or more, and will conduct thorough due diligence - **Nasdaq rules** mandate that the aggregate **fair market value** of the **business combination** must be at least **80%** of the value of assets in the **trust account** (excluding **deferred underwriting commissions** and taxes)[45](index=45&type=chunk) - The company anticipates structuring its initial **business combination** to own or acquire **100%** of the target, or at least **50%** or more of voting securities to gain a controlling interest[46](index=46&type=chunk)[47](index=47&type=chunk) - A thorough due diligence review will be conducted, including meetings with management, document reviews, and inspection of facilities[49](index=49&type=chunk) [Sourcing of Potential Initial Business Combination Targets](index=16&type=section&id=Sourcing%20of%20Potential%20Initial%20Business%20Combination%20Targets) Potential target businesses are sourced through the management team's extensive network in deep technology industries and from unaffiliated sources like investment market participants and private equity groups. However, conflicts of interest may arise due to management's ownership of founder shares and other fiduciary obligations, which could incentivize them to pursue certain transactions - Target business candidates are sourced through the management team's network in remote sensing, telecommunications, financial trading, environmental monitoring, and **data science industries**[51](index=51&type=chunk) - Additional candidates are anticipated from unaffiliated sources such as investment market participants, **private equity groups**, and **investment banks**[52](index=52&type=chunk) - **Conflicts of interest** may exist for the management team due to their ownership of **founder shares** and **placement shares**, which could become **worthless** if a **business combination** is not consummated within **18 months**, potentially incentivizing them to complete a transaction that may not be profitable for **public shareholders**[53](index=53&type=chunk) [Status as a Public Company](index=16&type=section&id=Status%20as%20a%20Public%20Company) The company's public status is presented as an attractive feature for target businesses, offering a faster and potentially more cost-effective route to becoming public compared to a traditional IPO. This status can enhance capital access, management incentives, and company profile. As an 'emerging growth company' and 'smaller reporting company,' it benefits from reduced disclosure requirements - Being a **public company** offers target businesses an alternative to traditional **IPOs**, potentially providing greater access to capital and improved management incentives[56](index=56&type=chunk)[58](index=58&type=chunk) - The **business combination process** is generally more expeditious and cost-effective than a typical **initial public offering**[57](index=57&type=chunk) - The company qualifies as an '**emerging growth company**' and '**smaller reporting company**,' which allows for certain exemptions from reporting requirements and delayed adoption of new accounting standards[60](index=60&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Financial Position](index=18&type=section&id=Financial%20Position) As of December 31, 2023, the company had $115,489,565 available in its trust account, after accounting for deferred underwriting fees. This financial flexibility allows for various business combination options, including liquidity events for owners, growth capital, or balance sheet strengthening, though third-party financing may be required for larger acquisitions Funds Available for Business Combination (as of Dec 31, 2023) | Item | Amount | | :--- | :--- | | Funds in Trust Account | $115,489,565 | | Deferred Underwriting Fees | $5,175,000 | - The company has the flexibility to use cash, debt, equity, or a combination to complete a **business combination**, tailoring consideration to the target's needs[64](index=64&type=chunk) - No steps have been taken to secure third-party financing, and its availability is not assured[64](index=64&type=chunk) [Effecting Our Initial Business Combination](index=18&type=section&id=Effecting%20Our%20Initial%20Business%20Combination) The company is a non-operating blank check company that will use proceeds from its IPO and private placement, along with potential equity or debt, to effect a business combination. Shareholders will have redemption rights, either through a general meeting vote or a tender offer. The company has 18 months from its IPO to complete a business combination, with potential for extension, or it will liquidate - The company will utilize cash from its **IPO** and **private placement**, along with equity, debt, or a combination, to effect a **business combination**[65](index=65&type=chunk) - Shareholders will have the opportunity to redeem their shares for a pro rata portion of the **trust account**, either through a shareholder vote or a tender offer[66](index=66&type=chunk) - The company has **18 months** from the closing of its **IPO** to consummate an initial **business combination**; failure to do so will result in **redemption** of **public shares** and **liquidation**[67](index=67&type=chunk)[68](index=68&type=chunk) - Additional funds may be raised through private offerings of debt or **equity securities** to complete a **business combination**, which could dilute existing shareholders or impose restrictive covenants[70](index=70&type=chunk) [Sources of Target Businesses](index=19&type=section&id=Sources%20of%20Target%20Businesses) Target business candidates are identified through the management team's professional networks and unsolicited proposals from investment market participants. The company may engage professional firms for acquisitions, but its sponsor, officers, and directors will not receive finder's fees. Potential conflicts of interest exist due to management's ownership of founder shares and other fiduciary obligations, which are addressed by requiring independent opinions for affiliated transactions - Target business candidates are sourced from the management team's networks, **investment bankers**, **private equity groups**, and other unaffiliated sources[71](index=71&type=chunk) - The company may pay finder's fees to professional firms, but its **sponsor**, officers, or directors will not receive such fees for services rendered to effectuate a **business combination**[71](index=71&type=chunk) - **Conflicts of interest** may arise if a target is affiliated with the **sponsor**, officers, or directors, requiring an opinion from an **independent investment banking firm** that the **business combination** is fair to shareholders[74](index=74&type=chunk) - Officers and directors have pre-existing **fiduciary** or contractual obligations to other entities, which may require them to present **business opportunities** to those entities first[75](index=75&type=chunk) [Selection of a Target Business and Structuring of our Initial Business Combination](index=21&type=section&id=Selection%20of%20a%20Target%20Business%20and%20Structuring%20of%20our%20Initial%20Business%20Combination) The company must acquire a target business with a fair market value of at least 80% of its trust account assets, as determined by the board or an independent firm. It aims to acquire a controlling interest (50% or more voting securities) and will conduct extensive due diligence. The management has broad flexibility in selection, but costs incurred for uncompleted acquisitions will result in losses - The target business must have an aggregate **fair market value** of at least **80%** of the assets held in the **trust account**, determined by the **board of directors** or an **independent investment banking firm**[76](index=76&type=chunk) - The company will only complete a **business combination** where it owns or acquires **50%** or more of the target's voting securities or a controlling interest[77](index=77&type=chunk) - Due diligence will include meetings with management, document reviews, and facility inspections[79](index=79&type=chunk) - Costs incurred for uncompleted acquisitions will result in losses and reduce funds available for other **business combinations**[80](index=80&type=chunk) [Lack of Business Diversification](index=22&type=section&id=Lack%20of%20Business%20Diversification) The company's success will depend entirely on the future performance of a single business, as it is unlikely to have resources to diversify operations across multiple entities or industries. This lack of diversification exposes it to significant risks from economic, competitive, and regulatory developments within that single line of business - The company's success will depend entirely on the future performance of a single business due to limited resources for diversification[81](index=81&type=chunk) - Lack of diversification may subject the company to negative economic, competitive, and regulatory developments, and dependence on a single or limited number of products or services[84](index=84&type=chunk) [Limited Ability to Evaluate the Target's Management Team](index=22&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target%27s%20Management%20Team) The company's assessment of a target business's management may not be accurate, and future management may lack public company experience. The role of the company's current management in the combined entity is uncertain, and there's no guarantee that key personnel will remain or that additional qualified managers can be recruited - Assessment of a target business's management may not be correct, and future management may lack the necessary skills for managing a **public company**[82](index=82&type=chunk) - The future role of the company's management team in the target business is uncertain, and there is no assurance that key personnel will remain or that additional managers can be recruited[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) [Shareholders May Not Have the Ability to Approve Our Initial Business Combination](index=23&type=section&id=Shareholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20Our%20Initial%20Business%20Combination) While the company intends to seek shareholder approval for its initial business combination, it may conduct redemptions via a tender offer without a shareholder vote if not legally required. Shareholder approval is typically required for transactions involving significant share issuance (20% or more), substantial shareholder interest in the target, or a change of control - The company may conduct **redemptions** without a shareholder vote via a tender offer, unless required by law or stock exchange listing rules, or if it chooses to seek approval for business reasons[85](index=85&type=chunk) Shareholder Approval Requirements for Business Combinations | Type of Transaction | Shareholder Approval Required | | :--- | :--- | | Purchase of assets | No | | Purchase of stock of target not involving a merger with the company | No | | Merger of target into a subsidiary of the company | No | | Merger of the company with a target | Yes | - **Nasdaq rules** require shareholder approval if the company issues **Class A Ordinary Shares** equal to or exceeding **20%** of outstanding shares, if substantial shareholders have a **5%** or greater interest in the target, or if the transaction results in a **change in control**[86](index=86&type=chunk) [Permitted Purchases of our Securities](index=23&type=section&id=Permitted%20Purchases%20of%20our%20Securities) The sponsor, directors, officers, advisors, or their affiliates may purchase public shares or warrants in privately negotiated transactions or on the open market, either before or after the business combination, to reduce outstanding warrants, satisfy closing conditions, or prevent redemptions. Such purchases would comply with securities laws and be reported, but would not use funds from the trust account prior to the business combination - The **sponsor**, directors, officers, advisors, or their affiliates may purchase **public shares** or **warrants** in privately negotiated transactions or on the open market[86](index=86&type=chunk) - The purpose of such purchases could be to reduce outstanding **public warrants**, or to satisfy closing conditions requiring a minimum net worth or **cash amount**[87](index=87&type=chunk) - Any such purchases would comply with **Regulation M** and other federal securities laws, and would be reported, but would not use funds from the **trust account** prior to the **business combination**[89](index=89&type=chunk) [Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination](index=24&type=section&id=Redemption%20Rights%20for%20Public%20Shareholders%20upon%20Completion%20of%20our%20Initial%20Business%20Combination) Public shareholders have the right to redeem their Class A Ordinary Shares upon completion of the initial business combination for a cash price equal to their pro rata share of the trust account, including interest (less taxes payable). The per-share redemption amount is not reduced by deferred underwriting commissions. The sponsor, officers, and directors waive their redemption rights for founder and public shares they hold - **Public shareholders** can redeem their **Class A Ordinary Shares** for a **cash price** equal to their pro rata share of the **trust account**, including interest (less taxes payable)[90](index=90&type=chunk) - The per-share **redemption amount** will not be reduced by **deferred underwriting commissions**[90](index=90&type=chunk) - The **sponsor**, officers, and directors have waived their **redemption rights** for any **founder shares** and **public shares** they hold[90](index=90&type=chunk) [Manner of Conducting Redemptions](index=25&type=section&id=Manner%20of%20Conducting%20Redemptions) Redemptions can occur either in connection with a shareholder meeting to approve the business combination or via a tender offer, at the company's discretion, unless a shareholder vote is legally required. If a vote is held, the business combination requires approval by a majority of shares voted, and public shareholders can redeem regardless of their vote. If a tender offer is used, it will remain open for at least 20 business days - **Redemptions** can be conducted either through a shareholder meeting to approve the **business combination** or by means of a tender offer, at the company's discretion, unless a shareholder vote is legally required[92](index=92&type=chunk) - If shareholder approval is sought, the **business combination** requires an ordinary resolution (majority vote) under **Cayman Islands law**, and **public shareholders** can redeem their shares regardless of their vote[94](index=94&type=chunk) - If a tender offer is used, it will remain open for at least **20 business days**, and the **business combination** cannot be completed until the tender offer period expires[97](index=97&type=chunk) [Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval](index=27&type=section&id=Limitation%20on%20Redemption%20upon%20Completion%20of%20our%20Initial%20Business%20Combination%20if%20we%20Seek%20Shareholder%20Approval) If shareholder approval is sought, public shareholders are restricted from redeeming more than 15% of the public shares sold in the IPO without prior consent. This measure aims to prevent large shareholders from blocking a business combination or forcing share purchases at a premium, while still allowing them to vote all their shares - **Public shareholders** are restricted from redeeming more than **15%** of the **public shares** sold in the **IPO** without prior consent, if shareholder approval is sought for the **business combination**[98](index=98&type=chunk) - This restriction is intended to discourage large shareholders from using **redemption rights** to block a proposed **business combination** or force premium purchases[98](index=98&type=chunk) - Shareholders retain the ability to vote all their shares, including 'Excess Shares,' for or against the **business combination**[98](index=98&type=chunk) [Tendering Share Certificates in Connection with Redemption Rights](index=27&type=section&id=Tendering%20Share%20Certificates%20in%20Connection%20with%20Redemption%20Rights) Public shareholders exercising redemption rights may be required to tender their share certificates to the transfer agent, either physically or electronically, by a specified date. This requirement ensures that a redemption election is irrevocable once the business combination is approved, differing from past practices that allowed an 'option window' after approval - **Public shareholders** exercising **redemption rights** may be required to tender their certificates to the transfer agent (physically or electronically) prior to the date specified in the proxy material[99](index=99&type=chunk) - This delivery requirement ensures that a redeeming holder's election to redeem is irrevocable once the initial **business combination** is approved, unlike previous 'option window' practices[102](index=102&type=chunk) - If the **business combination** is not approved or completed, certificates delivered for **redemption** will be promptly returned to holders[104](index=104&type=chunk) [Redemption of Public Shares and Liquidation if no Initial Business Combination](index=29&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20if%20no%20Initial%20Business%20Combination) If a business combination is not completed within 18 months of the IPO, the company will cease operations, redeem all public shares for a pro rata portion of the trust account (approximately $10.15 per share, less taxes and dissolution expenses), and then liquidate. Warrants will expire worthless. The sponsor and management waive their rights to liquidating distributions for founder and placement shares, but not for any public shares they acquire - If a **business combination** is not completed within **18 months** of the **IPO**, the company will redeem **100%** of its **public shares** for a pro rata portion of the **trust account** and then liquidate[106](index=106&type=chunk) - The expected pro rata **redemption price** is approximately **$10.15 per Class A Ordinary Share**, without accounting for interest earned on funds[68](index=68&type=chunk)[110](index=110&type=chunk) - **Warrants** will expire **worthless** if a **business combination** is not completed within the **18-month** timeframe[106](index=106&type=chunk) - The **sponsor**, officers, and directors have waived their rights to **liquidating distributions** from the **trust account** for their **founder** and **placement shares**[107](index=107&type=chunk) - The **sponsor** has agreed to be liable for third-party claims that reduce the **trust account** below a certain threshold, provided the third party did not execute a waiver[112](index=112&type=chunk) [Competition](index=32&type=section&id=Competition) The company faces intense competition from other entities, including blank check companies, private equity groups, and operating businesses, for acquisition opportunities. Many competitors have greater resources and experience. The company's obligation to pay cash for redemptions and the potential dilution from warrants may put it at a competitive disadvantage, though its public entity status and access to public equity markets are considered advantages - The company faces intense competition from other entities with similar **business objectives**, including other **blank check companies**, **private equity groups**, and operating businesses[117](index=117&type=chunk) - Competitors often possess greater technical, human, and financial resources, giving them an advantage in pursuing target businesses[117](index=117&type=chunk) - The obligation to pay cash for **redemptions** and the potential **dilution** from outstanding **warrants** may place the company at a competitive disadvantage[117](index=117&type=chunk)[118](index=118&type=chunk) - The company believes its status as a public entity and potential access to U.S. public equity markets may provide a competitive advantage[119](index=119&type=chunk) [Facilities](index=34&type=section&id=Facilities) The company's principal executive office is located at 850 Library Avenue, Suite 204-F, Newark, DE 19711, and its current office space is considered adequate for its operations - The company's **principal executive office** is located at 850 Library Avenue, Suite 204-F, Newark, DE 19711[121](index=121&type=chunk) - The current office space is considered adequate for its current operations[121](index=121&type=chunk) [Employees](index=34&type=section&id=Employees) The company has three executive officers who are not obligated to devote full-time to its affairs and will allocate time as needed, particularly during the business combination process. The company does not intend to have full-time employees before completing a business combination - The company has three **executive officers** who are not obligated to devote a specific number of hours to its matters[122](index=122&type=chunk) - The amount of time devoted by officers will vary based on the stage of the **business combination** process[122](index=122&type=chunk) - The company does not intend to have any full-time employees prior to the consummation of a **business combination**[122](index=122&type=chunk) [Periodic Reporting and Financial Information](index=34&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) The company is subject to SEC reporting obligations, including filing annual, quarterly, and current reports. It must provide audited financial statements of target businesses, prepared in accordance with GAAP or IFRS, which may limit the pool of potential targets. As an 'emerging growth company,' it benefits from reduced disclosure requirements and an extended transition period for accounting standards - The company is registered under the **Exchange Act** and has reporting obligations, including filing annual, quarterly, and current reports with the **SEC**[123](index=123&type=chunk) - Audited **financial statements** of prospective target businesses, prepared in accordance with **GAAP** or **IFRS**, will be provided to shareholders, which may limit the pool of potential targets[124](index=124&type=chunk) - The company is an '**emerging growth company**' and can take advantage of certain exemptions from reporting requirements and an extended transition period for new accounting standards[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - The company is a **Cayman Islands exempted company** and has received a tax exemption undertaking from the Cayman Islands government for **20 years**[126](index=126&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20RISK%20FACTORS) This section details numerous risks associated with investing in the company, a blank check company with no operating history. Key risks include the uncertainty of completing a business combination within the 18-month timeframe, potential for sponsor profit despite poor public shareholder returns, dilution from future equity issuances, and the impact of regulatory changes, geopolitical events, and economic conditions. It also highlights risks related to warrants, management conflicts of interest, and the company's status as a Cayman Islands entity - The company is a **blank check company** with no operating history, providing no basis for evaluating its ability to achieve its **business objective**[132](index=132&type=chunk) - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a '**going concern**' due to a **working capital deficit** and the November 9, 2024, **business combination** deadline[133](index=133&type=chunk) - The **sponsor**, its affiliates, and management team stand to make a substantial **profit** from **founder shares** (purchased at **$0.0116 per share**) even if the **business combination** is unprofitable for **public shareholders**, creating a potential **conflict of interest**[137](index=137&type=chunk)[190](index=190&type=chunk) - Failure to consummate a **business combination** within **18 months** will result in the **founder shares** and **placement shares** expiring **worthless**, incentivizing management to complete a transaction[138](index=138&type=chunk) - Issuance of additional **ordinary shares**, **preference shares**, or **debt securities** to complete a **business combination** could significantly reduce current investors' **equity interest** and cause a **change in control**[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk) - Third-party claims against the company could reduce the funds in the **trust account**, leading to a per-share **liquidation price** less than **$10.15** for **public shareholders**[142](index=142&type=chunk)[143](index=143&type=chunk) - Recent **SEC rules (2024 SPAC Rules)** impose additional disclosure requirements and increase potential liability, which may adversely affect the company's ability to negotiate and complete a **business combination**[152](index=152&type=chunk) - Geopolitical events (e.g., Russia-Ukraine, Israel-Hamas conflicts) and economic conditions (inflation, interest rates) may materially adversely affect the search for a **business combination** and the target business[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - **Warrants** may expire **worthless** if a **business combination** is not completed, and holders may receive fewer shares if forced to exercise on a '**cashless basis**' due to lack of an effective prospectus[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[161](index=161&type=chunk) - The company's **sponsor** is controlled by non-U.S. persons, which may subject a **business combination** with a U.S. business to **CFIUS review**, potentially delaying or blocking the transaction[198](index=198&type=chunk) - As a **Cayman Islands exempted company**, shareholders may face difficulties in protecting their interests and enforcing rights through U.S. federal courts, as **Cayman Islands law** differs from U.S. statutes[210](index=210&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - A **1% U.S. federal excise tax** may be imposed on **redemptions** of **ordinary shares** if the company domesticates as a Delaware corporation in connection with a **business combination**, potentially reducing cash available for **redemptions**[222](index=222&type=chunk)[224](index=224&type=chunk) [Risks Associated with Our Business](index=36&type=section&id=Risks%20Associated%20with%20Our%20Business) The company, as a blank check entity, lacks an operating history, making it difficult for investors to assess its future performance. Its ability to continue as a 'going concern' is in substantial doubt due to its financial condition and the deadline for completing a business combination. Failure to meet this deadline could force liquidation, leaving public shareholders waiting over 18 months for distributions - The company is a **blank check company** with no operating history, providing no basis for evaluating its ability to achieve its **business objective**[132](index=132&type=chunk) - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a '**going concern**' due to a **working capital deficit** and the November 9, 2024, **business combination** deadline[133](index=133&type=chunk) - If a **business combination** is not consummated within **18 months**, **public shareholders** may wait more than **18 months** for **liquidation distributions**[134](index=134&type=chunk) - The time limit for completing a **business combination** may give target businesses leverage and limit due diligence time, potentially leading to less favorable terms[135](index=135&type=chunk) [Sponsor Profit and Worthless Shares](index=37&type=section&id=Sponsor%20Profit%20and%20Worthless%20Shares) The sponsor, its affiliates, and management team acquired founder shares at a nominal price ($0.0116 per share), creating a significant profit incentive even if the business combination is unprofitable for public shareholders. If a business combination is not completed within 18 months, these founder and placement shares will expire worthless, further incentivizing management to complete a transaction - The **sponsor** paid approximately **$0.0116 per founder share**, creating a substantial **profit potential** for the **sponsor**, its affiliates, and management, even if the **business combination** is unprofitable for **public shareholders**[137](index=137&type=chunk)[188](index=188&type=chunk) - If a **business combination** is not consummated within **18 months**, **founder shares** and **placement shares** will expire **worthless**, which could incentivize officers and directors to complete a transaction that may not be in **public shareholders' best interest**[138](index=138&type=chunk) [Issuance of Additional Securities](index=37&type=section&id=Issuance%20of%20Additional%20Securities) The company may issue additional ordinary shares, preference shares, or debt securities to complete a business combination, which could significantly dilute current shareholders' equity, subordinate their rights, or cause a change in control. Issuing debt securities could lead to default, acceleration of obligations, inability to pay dividends, and limitations on financial flexibility - The company may issue a substantial number of additional **Class A Ordinary Shares**, **Class B Ordinary Shares**, or **preference shares** to complete a **business combination**, potentially reducing current investors' **equity interest**[139](index=139&type=chunk)[140](index=140&type=chunk) - Issuing **preference shares** could subordinate the rights of **Ordinary Share** holders, and a substantial issuance of **Ordinary Shares** could cause a **change in control**[140](index=140&type=chunk) - Issuing **debt securities** could result in default, acceleration of obligations, inability to obtain additional financing, and limitations on the company's financial flexibility[141](index=141&type=chunk) [Third-Party Claims and Shareholder Liability](index=39&type=section&id=Third-Party%20Claims%20and%20Shareholder%20Liability) Funds in the trust account may not be protected from third-party claims, potentially reducing the per-share liquidation price below $10.15. While the company seeks waivers from vendors, there's no guarantee of enforceability. Shareholders could be held liable for claims to the extent of distributions received if the company enters insolvent liquidation, and directors could face fiduciary duty breach claims for distributions made prior to addressing creditor claims - Funds in the **trust account** may not be protected from third-party claims, potentially reducing the per-share **liquidation price** below **$10.15**[142](index=142&type=chunk)[143](index=143&type=chunk) - The **sponsor** has agreed to be liable for certain third-party claims that reduce the **trust account**, but there's no assurance of its ability to satisfy these obligations[143](index=143&type=chunk)[144](index=144&type=chunk) - Shareholders may be held liable for claims by third parties to the extent of distributions received if the company enters an insolvent liquidation[145](index=145&type=chunk)[146](index=146&type=chunk) [Directors and Officers Liability Insurance](index=40&type=section&id=Directors%20and%20Officers%20Liability%20Insurance) Changes in the market for directors and officers liability insurance, including increased premiums and less favorable terms, could make it more difficult and expensive to negotiate and complete a business combination. Failure to obtain adequate insurance could hinder the ability to attract and retain qualified officers and directors, and the need for 'run-off insurance' post-combination would add further expense - Increased costs and decreased availability of **directors and officers liability insurance** could make it more difficult and expensive to negotiate an initial **business combination**[147](index=147&type=chunk)[148](index=148&type=chunk) - Failure to obtain adequate insurance could adversely impact the ability to attract and retain qualified officers and directors[148](index=148&type=chunk) - The need for '**run-off insurance**' for pre-combination claims would be an added expense for the post-**business combination** entity[149](index=149&type=chunk) [Dependence on Financial Institutions](index=40&type=section&id=Dependence%20on%20Financial%20Institutions) The company relies on major U.S. and multi-national financial institutions for banking services, holding cash and cash equivalents that may exceed insured limits. The default or failure of these institutions could adversely affect the company's liquidity, business, and financial condition due to potential inability or delays in accessing uninsured funds - The company maintains the majority of its **cash and cash equivalents** with major U.S. and multi-national financial institutions, with deposits sometimes exceeding insured limits

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $1,362,467, resulting from a gain on investments held in the Trust Account of $1,531,302 and dividend income of $5,794, offset by operating and formation costs of $174,629[113]. - For the nine months ended September 30, 2023, the company had a net income of $1,933,283, with operating and formation costs of $435,549, a gain on investments of $2,355,489, and dividend income of $13,343[114]. Cash and Working Capital - As of September 30, 2023, the company had $424,173 in cash held outside of the Trust Account and a working capital deficit of $164,756[125]. - The company incurred net cash used in operating activities of $748,752 for the nine months ended September 30, 2023, due to changes in working capital of $326,546[117]. Initial Public Offering (IPO) - The company generated gross proceeds of $115,000,000 from the Initial Public Offering of 11,500,000 units on May 9, 2023[121]. - The company placed $116,725,000 from the net proceeds of the Initial Public Offering into the Trust Account, which will be invested in U.S. government treasury obligations or money market funds[123]. - Transaction costs related to the Initial Public Offering amounted to $9,088,588, including $2,300,000 in cash underwriting fees and $5,175,000 in deferred underwriting fees[124]. Going Concern and Business Operations - The company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least one year from the date of the financial statements, raising substantial doubt about its ability to continue as a going concern[126]. - The company has until November 9, 2024, to consummate a Business Combination, or it will face mandatory liquidation[126]. - The company has not engaged in any operations or generated any revenues to date, focusing solely on organizational activities and searching for a potential business combination target[112].

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for the periods ended June 30, 2023, covering balance sheets, operations, equity, and cash flows [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, total assets were $118.6 million, primarily trust investments, leading to a $5.0 million shareholders' deficit due to share reclassification | Balance Sheet Highlights | June 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Cash | $756,795 | $— | | Investments held in Trust Account | $117,549,187 | $— | | **Total Assets** | **$118,640,985** | **$1,215,951** | | Total Liabilities | $6,162,506 | $1,174,701 | | Class A ordinary shares subject to possible redemption | $117,449,187 | $— | | **Total Shareholders' (Deficit) Equity** | **($4,970,708)** | **$41,250** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the three and six months ended June 30, 2023, was $571,037 and $570,816 respectively, primarily from investment gains in the Trust Account | Statement of Operations | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Operating and formation costs | ($260,699) | ($260,920) | | Gain on investments held in Trust Account | $824,187 | $824,187 | | **Net income** | **$571,037** | **$570,816** | | Basic and diluted net income per share, Class A | $0.06 | $0.09 | [Condensed Statements of Changes in Shareholders' (Deficit) Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20%28Deficit%29%20Equity) Shareholders' equity shifted from a positive balance to a $4.97 million deficit by June 30, 2023, mainly due to an $11.1 million remeasurement charge for Class A ordinary shares - The company's shareholders' equity shifted from **$41,250** on January 1, 2023, to a deficit of **($4,970,708)** on June 30, 2023. The primary driver was the initial remeasurement of Class A ordinary shares to their redemption value, resulting in a charge of **$11,052,094**[11](index=11&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, financing activities provided $117.9 million, investing activities used $116.7 million, and operating activities used $416,130, resulting in $756,795 cash at period-end | Cash Flow Summary | Six Months Ended June 30, 2023 | | :--- | :--- | | Net cash used in operating activities | ($416,130) | | Net cash used in investing activities | ($116,725,000) | | Net cash provided by financing activities | $117,897,925 | | **Net Change in Cash** | **$756,795** | | Cash - End of period | $756,795 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's blank check status, IPO proceeds of $115 million, $116.7 million placed in trust, and a working capital deficit raising going concern doubts - The company is a **blank check company** formed for the purpose of entering into a business combination and has not commenced any operations as of June 30, 2023[17](index=17&type=chunk)[18](index=18&type=chunk) - On May 9, 2023, the company completed its Initial Public Offering of **11,500,000 units**, generating gross proceeds of **$115,000,000**[19](index=19&type=chunk) - Following the IPO, **$116,725,000** from the net proceeds of the IPO and private placement sales were placed in a trust account[22](index=22&type=chunk) - Management has identified **substantial doubt** about the company's ability to continue as a going concern, as the **$756,795** in cash held outside the Trust Account and a working capital deficit of **$38,407** are insufficient to fund operations for at least one year[34](index=34&type=chunk)[35](index=35&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, $570,816 net income from trust investments, and a liquidity challenge with a working capital deficit, raising going concern doubts - The company is a **blank check company** with no operations or revenue to date. Its activities have been limited to organizational matters, preparing for the IPO, and searching for a business combination target[108](index=108&type=chunk)[109](index=109&type=chunk) | Results of Operations | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net Income | $571,037 | $570,816 | | Source of Income | Gain on investments held in Trust Account and dividend income | Gain on investments held in Trust Account and dividend income | - As of June 30, 2023, the company had a working capital deficit of **$38,407** and cash of **$756,795** outside the Trust Account. Management states these funds are insufficient to operate for at least one year, raising **substantial doubt** about its ability to continue as a going concern[120](index=120&type=chunk)[121](index=121&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is a **smaller reporting company** as defined by Rule 12b-2 of the Exchange Act and is not required to provide quantitative and qualitative disclosures about market risk[131](index=131&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer evaluated the company's disclosure controls and procedures and concluded they were **effective** as of June 30, 2023[133](index=133&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control[134](index=134&type=chunk) [PART II - OTHER INFORMATION](index=37&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[135](index=135&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors, but a new risk highlights potential loss from cash deposits exceeding federally insured limits in financial institutions - There have been **no material changes** to the risk factors previously disclosed in the company's IPO Prospectus[136](index=136&type=chunk) - A new risk is disclosed regarding the company's dependency on financial institutions where it maintains cash, as deposits may **exceed insured limits**, posing a risk of loss in case of institutional failure[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of equity securities, including $5.955 million from private placement shares, and confirms $116.725 million from IPO and private placement proceeds were placed in the Trust Account - The company sold **595,500 Private Placement Shares** to its Sponsor and Underwriter at **$10.00 per share**, generating gross proceeds of **$5,955,000** in a sale exempt from registration[139](index=139&type=chunk) - Of the net proceeds from the IPO and private placement, **$116,725,000** was placed into the Trust Account, consistent with the planned use of proceeds[140](index=140&type=chunk) [Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has **no defaults** upon senior securities to report[142](index=142&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This section is **not applicable** to the company[143](index=143&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company has **no other information** to report[144](index=144&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - The report includes several exhibits, such as CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and various Inline XBRL files[146](index=146&type=chunk)