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)

PART I - FINANCIAL INFORMATION [Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The unaudited condensed financial statements for Alchemy Investments Acquisition Corp 1 as of March 31, 2023, reflect its pre-business combination status, minimal operations, and subsequent IPO details [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Summary | Metric | March 31, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $4,779 | $0 | | Total Assets | $1,465,855 | $1,215,951 | | **Liabilities** | | | | Total Liabilities | $1,424,826 | $1,174,701 | | **Shareholder's Equity** | | | | Total Shareholder's Equity | $41,029 | $41,250 | - As of March 31, 2023, the company had total assets of approximately **$1.47 million**, primarily consisting of deferred offering costs, and total liabilities of **$1.42 million**, resulting in a working capital deficit[5](index=5&type=chunk) [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statement of Operations Summary | Metric | Three months ended March 31, 2023 ($) | Three months ended March 31, 2022 ($) | | :--- | :--- | :--- | | Operating and formation costs | $(221) | $0 | | Net loss | $(221) | $0 | | Basic and diluted net loss per ordinary share | $(0.00) | $0 | - For the three months ended March 31, 2023, the company reported a net loss of **$221** from operating and formation costs, as it had not yet commenced any revenue-generating operations[10](index=10&type=chunk) [Condensed Statements of Changes in Shareholders' Equity](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) - Total Shareholder's Equity decreased slightly from **$41,250** at the beginning of the period to **$41,029** as of March 31, 2023, solely due to the net loss of **$221** for the quarter[12](index=12&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) - For the three months ended March 31, 2023, net cash provided by operating activities was **$4,779**. The company had no cash at the beginning of the period and no investing or financing activities[16](index=16&type=chunk) Noncash Financing Activities | Activity | Three Months Ended March 31, 2023 ($) | | :--- | :--- | | Deferred offering costs in accrued costs | $186,100 | | Deferred offering costs paid via related party note | $59,025 | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The company is a blank check company formed to effect a Business Combination and had not commenced operations as of March 31, 2023[19](index=19&type=chunk)[20](index=20&type=chunk) - Subsequent to the quarter end, on May 9, 2023, the company consummated its Initial Public Offering (IPO) of **11,500,000 units**, generating gross proceeds of **$115 million**, and simultaneously sold **595,500 Private Placement Shares** for gross proceeds of approximately **$5.96 million**[21](index=21&type=chunk)[22](index=22&type=chunk)[66](index=66&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern, as the cash held outside the Trust Account as of March 31, 2023, was insufficient to operate for at least one year, with a deadline of November 9, 2024, to consummate a Business Combination[36](index=36&type=chunk) - The Sponsor loaned the company up to **$500,000** via a non-interest-bearing promissory note to cover IPO expenses, with an outstanding balance of **$435,522** as of March 31, 2023, fully repaid on May 9, 2023[74](index=74&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's pre-IPO organizational activities, net loss, and liquidity, which was improved by subsequent IPO proceeds - The company's activities for the three months ended March 31, 2023, were solely organizational and preparatory for the IPO, resulting in a net loss of **$221**[102](index=102&type=chunk)[103](index=103&type=chunk) - As of March 31, 2023, the company had **$4,779** in cash and a working capital deficit of **$1,420,047**, raising substantial doubt about its ability to continue as a going concern[113](index=113&type=chunk)[114](index=114&type=chunk) - Post-quarter, the company completed its IPO on May 9, 2023, raising gross proceeds of **$115 million** from units and **$5.955 million** from private placement shares, with a total of **$116,725,000** placed in the Trust Account[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) - The company has until November 9, 2024 (18 months from the IPO closing) to consummate a Business Combination, or it will face mandatory liquidation[114](index=114&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - 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[127](index=127&type=chunk) [Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of March 31, 2023, with no material changes in internal control over financial reporting - Based on an evaluation as of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[129](index=129&type=chunk) - There were no changes in internal control over financial reporting during the most recently completed quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[130](index=130&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[131](index=131&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors, except for a new risk regarding dependence on financial institutions and potential adverse effects from their failure - No material changes have occurred to the risk factors disclosed in the IPO Prospectus, except for a new risk factor[132](index=132&type=chunk) - A new risk factor highlights the company's dependency on various financial institutions for banking services and the potential adverse impact if one of these institutions were to fail, potentially limiting access to funds[133](index=133&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details unregistered sales of Founder and Private Placement Shares, and confirms the use of IPO proceeds, with **$116,725,000** placed into the Trust Account - The Sponsor acquired Founder Shares, which were later adjusted through surrenders and cancellations, resulting in **2,875,000 shares** outstanding, issued pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act[135](index=135&type=chunk)[137](index=137&type=chunk) - On May 9, 2023, the company sold **538,000 Private Placement Shares** to the Sponsor and **57,500** to the Underwriter at **$10.00 per share**, generating gross proceeds of **$5,955,000**[136](index=136&type=chunk) - From the IPO and Private Placement, **$116,725,000** of the net proceeds were placed in the Trust Account after deducting underwriting discounts and offering expenses, with total offering costs of **$10,137,748**, including **$5,175,000** in deferred underwriting commissions[138](index=138&type=chunk) [Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[140](index=140&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[141](index=141&type=chunk) [Other Information](index=23&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[142](index=142&type=chunk) [Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including officer certifications and Inline XBRL documents - The report includes officer certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[145](index=145&type=chunk) - Inline XBRL data files are included as exhibits[145](index=145&type=chunk)