PART I - FINANCIAL INFORMATION Condensed Financial Statements 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 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 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 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 - 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 shares14 Condensed Statements of Cash Flows 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 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, 20252021 - 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 year3738 - The deadline to consummate a Business Combination was extended from November 9, 2024, to September 9, 2025, requiring monthly deposits into the trust account4142 - The Sponsor has provided promissory notes totaling $1,130,000 to cover expenses, which are payable upon the consummation of a Business Combination8789 - The company has a commitment to pay $5,175,000 in deferred underwriting commissions, which is contingent upon the completion of a Business Combination94 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 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 $2,069,142129 - 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 year130 - The deadline to consummate a business combination was extended to September 9, 2025, requiring monthly deposits into the trust account to maintain the extension130131 Contractual Obligations 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 combination133 Quantitative and Qualitative Disclosures About Market Risk 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 item141 Controls and Procedures 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 effective142 - 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 controls144 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - None145 Risk Factors 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 limits147 Unregistered Sales of Equity Securities and Use of Proceeds 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 $5,955,000149 - On October 22, 2024, 2,874,999 Class B ordinary shares were converted into an equal number of Class A ordinary shares150 - Net proceeds of $116,725,000 from the IPO and private placement were deposited into the trust account151 Defaults Upon Senior Securities The company reports no defaults upon senior securities - None153 Mine Safety Disclosures This item is not applicable to the company - Not applicable154 Other Information 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 quarter155 Exhibits 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 Act158 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 Officer160162
Alchemy Investments Acquisition 1(ALCY) - 2025 Q1 - Quarterly Report