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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): May 8, 2026 (May 7, 2026)
| ALCHEMY INVESTMENTS ACQUISITION CORP 1 |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-41699 |
|
N/A |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
850 Library Avenue, Suite 204-F
Newark, DE 19711
(Address of principal executive offices, including
zip code)
(212) 877-1588
Registrant’s
telephone number, including area code:
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| |
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
|
ALCYU |
|
The Nasdaq Stock Market, LLC |
| |
|
|
|
|
| Class A Ordinary Share, par value $0.0001 per share |
|
ALCY |
|
The Nasdaq Stock Market, LLC |
| |
|
|
|
|
| Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share |
|
ALCYW |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing rule or Standard; Transfer of Listing.
On April 7, 2026, Alchemy Investments Acquisition
Corp 1 (“Alchemy”) received a notice (the “Notice”) from Nasdaq Stock Market LLC (“Nasdaq”),
stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities are now subject to delisting.
The Company’s registration statement, filed in connection with the Company’s IPO, became effective on May 4, 2023. Pursuant
to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of
the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by May 4, 2026,
the Company did not comply with IM-5101-2, and its securities are now subject to delisting. Unless the Company requests a timely appeal
of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on May
14, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove
the Company’s securities from listing on The Nasdaq Stock Market.
The Company will not appeal Nasdaq’s determination
to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening
of business on May 14, 2026. However, the Company expects its securities will commence trading on the over-the-counter market on May 14,
2026.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ALCHEMY INVESTMENTS ACQUISITION CORP 1 |
| |
|
|
| Dated: May 8, 2026 |
By: |
/s/ Mattia Tomba |
| |
|
Name: Mattia Tomba |
| |
|
Title: Co-Chief Executive Officer |
