PART I - FINANCIAL INFORMATION Condensed Financial Statements 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 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 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 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 $11,052,09411 Condensed Statements of Cash Flows 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 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, 20231718 - On May 9, 2023, the company completed its Initial Public Offering of 11,500,000 units, generating gross proceeds of $115,000,00019 - Following the IPO, $116,725,000 from the net proceeds of the IPO and private placement sales were placed in a trust account22 - 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 year3435 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 target108109 | 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 concern120121 Quantitative and Qualitative Disclosures About Market Risk 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 risk131 Controls and Procedures 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, 2023133 - 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 control134 PART II - OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report135 Risk Factors 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 Prospectus136 - 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 failure137 Unregistered Sales of Equity Securities and Use of Proceeds 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 registration139 - 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 proceeds140 Defaults Upon Senior Securities The company reports no defaults upon senior securities - The company has no defaults upon senior securities to report142 Mine Safety Disclosures This item is not applicable to the company - This section is not applicable to the company143 Other Information The company reports no other information - The company has no other information to report144 Exhibits 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 files146
Alchemy Investments Acquisition 1(ALCY) - 2023 Q2 - Quarterly Report