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As filed with the U.S. Securities and Exchange Commission on October 23, 2026.

Registration No.                  

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alchemy Acquisition Holdings, Inc.*

(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

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850 Library Avenue, Suite 204-F

Newark, DE 19711

(212) 877-1588

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mattia Tomba

Chief Executive Officer

850 Library Avenue, Suite 204-F

Newark, DE 19711

(212) 877-1588

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

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Approximate date of commencement of proposed sale of the securities to the public:   As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant and co-registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

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PRELIMINARY — SUBJECT TO COMPLETION, DATED OCTOBER 23, 2026

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PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

ALCHEMY INVESTMENTS ACQUISITION CORP 1

(a Cayman Islands exempted company)

PROSPECTUS

FOR UP TO 3,659,056 SHARES OF CLASS A COMMON STOCK AND

5,750,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK (For Issuance)

OF

ALCHEMY ACQUISITION HOLDINGS, INC.

On August 22, 2025, Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“Parent” or “ALCY”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ALCY (“Pubco”), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco (the “Newco”), Cartiga, LLC, a Delaware limited liability company (the “Company”) and Halle Benett, as the representative (the “Sellers’ Representative”) of holders of the Company’s securities (the “Sellers”).

The “Up-C” structure is often used by partnerships and limited liability companies undertaking an initial public offering. The Up-C structure allows the current equity holders of OpCo to retain their equity ownership in OpCo, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger OpCo Units, and provides potential future tax benefits for the post-merger OpCo equity holders when they ultimately exchange their OpCo Units.

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The officers and directors of ALCY have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled such officers and directors of ALCY to make the necessary analyses and determinations regarding the Business Combination. After careful consideration of the terms and conditions of the Business Combination Agreement, the ALCY Board has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of ALCY and its shareholders because they believe that Cartiga is a company with strong revenue growth potential. It has been operating for some time and the ALCY Board believes that it has demonstrated a good return on investment capital for its client base. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the ALCY Board also reviewed various industry and financial data and the due diligence and evaluation materials provided by Cartiga, demonstrating that Cartiga has a business plan dedicated to both near term cash flow and long term growth. For additional information regarding the positive and negative factors the ALCY Board considered in evaluating the Transactions, see the section entitled “The Business Combination Proposal — ALCY Board of Directors’ Reasons for the Approval of the Business Combination.”

The ALCY Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Cartiga. The directors and officers of ALCY and ALCY’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of ALCY’s financial advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Business Combination with Cartiga. In addition, ALCY’s directors and officers and ALCY’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the ALCY Board and ALCY’s advisors in valuing Cartiga’s business.

Consideration and Structure

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The Closing was conditioned upon ALCY satisfying the Minimum Cash Condition, which was waived on October 22, 2026, in order not to limit the ability to raise capital in a private placement financing (the PIPE). The Business Combination Agreement provided that the parties would use commercially reasonable efforts in connection with facilitating any necessary financing transactions required to meet the Minimum Cash Condition, which is waived in order to raise a lesser amount in accordance with current market conditions. These efforts are expected to include the pursuit of debt arrangements with certain investors (the “PIPE Investors”) for the issuance of debt securities with an aggregate principal amount of up to $40 million (the “Proposed PIPE Investments”). Because the minimum cash condition was waived, the business combination closing is not contingent on a PIPE financing. The No Additional Redemptions Scenario and the Maximum Redemptions Scenario reflect no PIPE Investments. It is anticipated that the Combined Entity will incur this indebtedness after the closing of the transaction when market conditions permit.

The following table summarizes pro forma ownership of Pubco Common Stock on an as-exchanged basis under the redemption scenarios shown, using the 737,543 Public Shares outstanding at June 30, 2026 and assuming no PIPE financing. The table includes illustrative issuance of 717,500 Class A shares for transaction fees and 254,419 Class A shares for existing related party payables at $10.00 per share, consistent with the pro forma financial statements. The fee shares comprise 517,500 shares for Cantor and 200,000 shares for KBW. Loeb’s remaining $1,750,000 fee and $500,000 of other closing expenses are assumed paid in cash. Unless the parties obtain additional financing sufficient to repay the Sponsor Promissory Notes in cash at Closing, ALCY and the relevant holders will agree on an alternative form of compensation, which may include shares, on terms and conditions to be determined. The $10.00 settlement price is an illustrative assumption; actual note settlement terms remain to be determined. These settlements are subject to agreement with the payees and lenders and do not constitute binding conversion commitments.

Stockholders will experience additional dilution to the extent Pubco issues additional shares of Common Stock after the closing of the Business Combination. The table above excludes any shares that will be issuable upon the exercise of the 5,750,000 Public Warrants and the conversion of the Working Capital Notes.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Pubco after the Closing.”

Following consummation of the Business Combination, as a result of its ownership of approximately 78.5% to 79.5% of the outstanding shares of Pubco Common Stock, Melodeon Arizona LBS Fund LP is expected to control all matters to be voted upon by the combined company’s stockholders. As a result, the combined company will be a “controlled company” as defined in the corporate governance rules of Nasdaq.

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Compensation Received by the Sponsor

The existing Sponsor promissory notes bear interest at 10% per annum and are payable upon consummation of a business combination. They were issued or funded as follows: $530,000 on June 24, 2024; $600,000 on November 20, 2024; $130,000 in July 2025; $450,000 in August 2025; $40,000 in January 2026 and $250,000 in February 2026; $130,000 in April 2026; $30,000 in May 2026; and $26,000 on June 23, 2026. Outstanding principal was $2,186,000 as of June 30, 2026. Unless the parties obtain additional financing sufficient to repay the Sponsor Promissory Notes in cash at Closing, ALCY and the relevant holders will agree on an alternative form of compensation, which may include shares, on terms and conditions to be determined. The pro forma financial statements illustratively assume issuance of 254,419 Class A shares to settle $2,544,189 of principal, accrued interest and related party expenses at $10.00 per share.

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by ALCY to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

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Conflicts of Interest

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For more information, please see Section — “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ALCY PRIOR TO THE BUSINESS COMBINATION — Conflicts of interest.”

ALCY will hold an extraordinary general meeting of its shareholders (the “extraordinary general meeting”) to consider matters relating to the Business Combination at [●], Eastern Time, on [●]. The extraordinary general meeting will be a virtual meeting conducted via live webcast. For the purposes of Cayman Islands law and the Current M&A, the physical location of the meeting will be                      . You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting [●] and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares in ALCY, please contact Advantage Proxy, Inc., our proxy solicitor, by email at karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at [·].

This document is (i) a prospectus related to the issuance by Pubco of Pubco Class A Common Stock and Pubco Warrants in the Business Combination and (ii) a proxy statement for ALCY to use in soliciting proxies for the extraordinary general meeting.

This proxy statement/prospectus provides shareholders of ALCY with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of ALCY. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 67 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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ALCHEMY INVESTMENTS ACQUISITION CORP 1

Cayman Islands Exempted Company

(Company Number 382594)

4th Floor, Harbour Place,

103 South Church Street

PO Box 10240 Grand Cayman,

KY1-1002,Grand Cayman

(212) 877-1588

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [·]

To the Shareholders of Alchemy Investments Acquisition Corp 1:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (“ALCY” or “Parent”), will be held virtually at [●], Eastern Time, on [●]. The extraordinary general meeting will be a virtual meeting conducted via live webcast at [●]. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of ALCY (as may be amended from time to time, the “Current M&A”), the physical location of the extraordinary general meeting will be at the offices of            at                  . You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)  Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Business Combination Agreement, dated as of August 22, 2025, (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among ALCY, Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ALCY (“Pubco”), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco (“Newco”), Cartiga, LLC, a Delaware limited liability company (the “Company” or “Cartiga”), and Halle Benett, as the representative (the “Sellers’ Representative”) of holders of the Company’s securities (the “Sellers”). Pursuant to the Business Combination Agreement, Newco will be merged with and into the Company (the “Merger”), whereupon the separate limited liability company existence of Newco shall cease and the Company shall be the surviving company (the Company following the Merger is sometimes hereinafter referred to as the “OpCo”) and continue its existence under the Delaware Limited Liability Company Act (the “LLC Act”). At the Closing, the existing limited liability company agreement of the Company (the “Company LLC Agreement”) will be amended and restated (the “OpCo LLCA”) to, among other things, make Pubco the sole managing member of the OpCo. In addition, Pubco, the Company, and the Sellers (as defined below) will enter into an exchange agreement (the “Exchange Agreement”) which, among other things, will provide for the exchange of each Seller’s Pubco Class B Common Stock and OpCo Units for Pubco Class A Common Stock. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved, is as follows:

“RESOLVED, as an ordinary resolution, that ALCY’s entry into the Business Combination Agreement, dated as of August 22, 2025 (as may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among ALCY, Pubco, Newco, Cartiga and the Sellers’ Representative, pursuant to which, among other things, following the Domestication of ALCY to the State of Delaware, Newco will be merged with and into Cartiga (the “Merger”), with Cartiga surviving the Merger, in accordance with the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the Delaware General Corporation Law, as amended, to be approved, ratified and confirmed in all respects.”

(2)  Proposal No. 2 — The Domestication Merger Proposal — The holders of the ALCY Ordinary Shares issued and outstanding, voting as a separate class, to consider and vote upon a proposal to approve by way of special resolution of the holders of the ALCY Ordinary Shares that: (a) ALCY be and is hereby authorized to merge with and into Pubco, with Pubco being the surviving company and all the undertaking, property and liability of ALCY vest in Pubco by virtue of such merger pursuant to the Companies Act (Revised) of the Cayman Islands and the DGCL (as applicable); (b) the Plan of Merger (the “Plan of Merger”) approved by resolution of the directors of ALCY dated August 20, 2025, be authorized, approved and confirmed in all respects and ALCY be authorized to enter into the Plan of Merger; (c) as of the effectiveness of the Domestication, the constitutional documents of Pubco will be the Proposed Organizational Documents (defined below); and (d) there being no holders of any outstanding security interest granted by ALCY immediately prior to the effectiveness of the Domestication, the Plan of Merger be executed by any one director of ALCY (a “Director”) on behalf of ALCY and any Director or, with their

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authorization, ALCY’s officers on behalf of ALCY, be authorized to submit the Plan of Merger, together with any supporting documentation including but not limited to a statement of assets and liabilities of each of ALCY and Pubco, for registration to the Registrar of Companies of the Cayman Islands and with the Secretary of State of the State of Delaware (as applicable). Upon the effectiveness of the Domestication, Pubco will become a Delaware corporation, and all outstanding securities of ALCY will convert into securities of Pubco, as described in more detail in the accompanying proxy statement/prospectus. Immediately prior to the Domestication, the Certificate of Incorporation and Bylaws of Pubco shall provide for substantially the same capital structure as ALCY including, without limitation, the number and type of authorized share capital, and upon the Domestication, such Certificate of Incorporation and Bylaws shall continue to be the Certificate of Incorporation and Bylaws of Pubco. Prior to the Effective Time (as defined below), Pubco will file an amended and restated certificate of incorporation (the “Pubco A&R Certificate of Incorporation”) with the Secretary of State of Delaware and adopt bylaws (together with the Pubco A&R Certificate of Incorporation, the “Pubco A&R Organizational Documents”) which provide, among other things, that Pubco will have two (2) classes of common stock: Class A common stock and Class B common stock. We refer to this proposal as the “Domestication Merger Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution of the holders of Ordinary Shares of Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (“ALCY”), that: (a) ALCY be and is hereby authorized to merge with and into Alchemy Acquisition Holdings, Inc., a Delaware corporation (“Pubco”), with Pubco being the surviving company and all the undertaking, property and liability of ALCY vest in Pubco by virtue of such merger pursuant to the Companies Act (Revised) of the Cayman Islands and the Delaware General Corporation Law, as amended (such merger, the “Merger and Domestication”); (b) the plan of merger, the form of which was provided to members of ALCY together with the notice of the extraordinary meeting of ALCY at which this resolution was proposed and is passed (the “Plan of Merger”), be authorized, approved and confirmed in all respects and ALCY be authorized to enter into the Plan of Merger; (c) as of the effectiveness of the Merger and Domestication, the constitutional documents of Pubco will be such documents in the form provided to members of ALCY together with the notice of the extraordinary meeting of ALCY at which this resolution was proposed and is passed (the “Proposed Delaware Organizational Documents”); (d) there being no holders of any outstanding security interest granted by ALCY immediately prior to the effectiveness of the Merger and Domestication, the Plan of Merger be executed by any one director of ALCY (a “Director”) on behalf of ALCY and any Director or, with their authorization, ALCY’s officers on behalf of ALCY, be authorized to submit the Plan of Merger, together with any supporting documentation including but not limited to a statement of assets and liabilities of each of ALCY and Pubco, for registration to the Registrar of Companies in the Cayman Islands and/or with the Secretary of State of the State of Delaware (as applicable) together with such certification in connection with the same as may be required that the Plan of Merger so submitted is the Plan of Merger approved pursuant to this resolution.”

(3)  Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Class A Common Stock and securities convertible into shares of Pubco Class A Common Stock to (i) the Cartiga equity holders pursuant to the Business Combination Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements ALCY may enter into prior to Closing. We refer to this proposal as the “Stock Issuance Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Class A Common Stock to Cartiga equity holders pursuant to the Business Combination Agreement, and any other persons pursuant to subscription, purchase or similar agreements ALCY may enter into prior to Closing be approved in all respects.”

(4)  Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution the proposed certificate of incorporation (the “Proposed Charter”) and the proposed bylaws (“Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of Pubco (a corporation incorporated in the State of Delaware), (the “Organizational Documents Proposal”). The forms of each of the Proposed Charter and the Proposed Bylaws are attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the Memorandum and Articles of Association of ALCY currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Delaware Organizational Documents and any Director be authorized to submit the Proposed Delaware Organizational Documents together with any supporting documentation for registration to the Registrar of Companies in the Cayman Islands and/or with

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the Secretary of State of the State of Delaware (as applicable) together with such certification in connection with the same as may be required that the Proposed Delaware Organizational Documents so submitted are the Proposed Delaware Organizational Documents approved pursuant to this resolution.”

(5)  Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following four (4) separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by way of ordinary resolution the following material differences between the Current M&A and the Proposed Organizational Documents:

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the authorized share capital of ALCY be amended and redesignated from 479,000,000 ALCY Class A Ordinary Shares, par value $0.0001 per share, 20,000,000 ALCY Class B Ordinary Shares par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share, to [●] shares of Pubco Class A Common Stock, par value $0.0001 per share, [●] shares of Pubco Class B Common Stock, par value $0.0001 per share, and [●] shares of Pubco Preferred Stock, par value $0.0001 per share, as described in Advisory Organizational Documents Proposal 5A.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States be adopted as the exclusive forum for asserting a cause under the Securities Act of 1933, as amended, as described in Advisory Organizational Documents Proposal 5B.”

“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least a majority of the voting power of all the then outstanding shares of capital stock of Pubco entitled to vote thereon, voting together as a single class, will be required to amend, alter, repeal or rescind any provision of the Proposed Charter; provided that, so long as any shares of Pubco Class A Common Stock remain outstanding, Pubco may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of Pubco Class A Common Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Charter in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of Pubco Class A Common Stock so as to affect them adversely as described in Advisory Organizational Documents Proposal 5C, be approved.”

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“RESOLVED, as an ordinary resolution, on an advisory non-binding basis, that certain additional changes, including, among other things, (i) making Pubco’s corporate existence perpetual and (ii) removing certain provisions related to ALCY’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the ALCY Board believes is necessary to adequately address the needs of Pubco after the Business Combination, as described in Advisory Organizational Documents Proposal 5D, be approved.”

(6)  Proposal No. 6 — The Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the Equity Incentive Plan (the “Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the Cartiga Holdings, Inc. 2026 Equity Incentive Plan (a copy of which is attached to this proxy statement/prospectus as Annex C) and any form award agreements thereunder, be approved and adopted in all respects.”

(7)  Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.”

Each of Proposal Nos. 1, 2, 3, 4 and 6 is cross-conditioned on the approval of each other (the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposals and the Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Notwithstanding the order of the resolutions on the notice to the extraordinary general meeting, the Adjournment Proposal may be presented first to the shareholders if, based on the tabulated vote collected at the time of the extraordinary general meeting, there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals.

Only holders of record of ALCY Ordinary Shares at the close of business on [·], 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to ALCY’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of ALCY’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 67 of this proxy statement/prospectus.

After careful consideration, the board of directors of ALCY (the “ALCY Board”) has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to ALCY’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the ALCY Board, you should keep in mind that ALCY’s directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. Additionally, the Sponsor (as defined below) has the right to vote an aggregate of 3,413,000 shares, or approximately 93.3% of the issued and outstanding ALCY Ordinary Shares, and the Sponsor owns the sole outstanding ALCY Class B Ordinary Share. Accordingly, the Sponsor will be able to approve the Business Combination Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals. See “The Business Combination Proposal — Certain Interests of ALCY’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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Pursuant to the Current M&A, a holder of Public Shares (as defined herein) (a “Public Shareholder”) may request that ALCY redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [●], Eastern Time, on [●] (up to two business days prior to the initially scheduled vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

Holders of ALCY Units must elect to separate ALCY Units held by them into the underlying Public Shares and Public Warrants prior to exercising their Redemption Rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely tenders or delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, ALCY will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination, including interest earned on the Trust Account and not previously released to ALCY to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[●] per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting of ALCY — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without ALCY’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without ALCY’s prior consent.

The Business Combination Agreement is subject to the satisfaction or waiver of customary closing conditions, including, among others: (a) approval of the Business Combination and related agreements and transactions by the respective shareholders of ALCY and Cartiga; (b) the effectiveness of the registration statement on Form S-4 filed by ALCY of which the accompanying proxy statement/prospectus forms a part; (c) the Pubco Class A Common Stock being approved for listing on Nasdaq or another national securities exchange; and (d) the Available Closing Buyer Cash (as defined in the Business Combination Agreement) shall not be less than $40,000,000. Conditions (a) through (c) above are subject to waiver (where permissible) by all parties to the Business Combination Agreement. Condition (d) above was irrevocably waived in full by Cartiga on October 22, 2026 pursuant to the Waiver. The Maximum Redemptions Scenario presented throughout the accompanying proxy statement/prospectus reflects the redemption of 100% of the Public Shares that are not subject to non-redemption agreements.

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The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting. The approval of the Organizational Documents Proposal and the Domestication Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds of the votes cast by the ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

The Sponsor and each director and officer of ALCY (collectively, the “Insiders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to waive their Redemption Rights in connection with the consummation of the Proposed Transaction with respect to any ALCY Ordinary Shares held by them. Such Redemption Rights waiver was provided in connection with ALCY’s IPO and without any separate consideration paid in connection with providing such waiver. The Sponsor, which includes among its members each of the directors and officers of ALCY, owns 3,413,000 ALCY Ordinary Shares, including one ALCY Class B Share. As a result, as of the date of the accompanying proxy statement/prospectus, the Insiders own approximately 94.8% of the issued and outstanding ALCY Ordinary Shares. Accordingly, the Insiders will be able to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal, even if all other outstanding shares are voted against such proposals.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

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Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Proposed Transaction and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ALCY Ordinary Shares, please contact Advantage Proxy, Inc., our proxy solicitor, by email at Karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565. This notice of extraordinary general meeting and the proxy statement/prospectus are available at [●].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Alchemy Investments Acquisition Corp 1

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TO EXERCISE YOUR REDEMPTION RIGHTS, AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING YOU MUST (1) IF YOU HOLD ALCY CLASS A ORDINARY SHARES AS PART OF ALCY UNITS, ELECT TO SEPARATE YOUR ALCY UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE ON THE BUSINESS COMBINATION PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. The accompanying proxy statement/prospectus is dated [●], 2026 and is first being mailed to shareholders on or about [●], 2026.

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TABLE OF CONTENTS

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Annexes

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by ALCY, constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Class A Common Stock and Pubco Warrants to be issued to ALCY shareholders and warrantholders and Cartiga equityholders if the Business Combination described herein is consummated. This document also constitutes a proxy statement of ALCY under Section 14(a) of the Exchange Act, and a notice of meeting with respect to the extraordinary general meeting of ALCY.

You should rely only on the information contained in this proxy statement/prospectus. ALCY and Cartiga have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated [●], 2026 and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

You may request copies of this proxy statement/prospectus, without charge, by written request to ALCY’s Chief Executive Officer at 850 Library Avenue, Suite 204-F, Newark, Delaware; or to Advantage Proxy, Inc., our proxy solicitor, by email at karen@advantageproxy.com. Individuals may also call Advantage Proxy toll free at 877-870-8565; banks and brokers can call 206-870-8565, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of ALCY to be held virtually on [●], you must request the information no later than five business days prior to the date of the extraordinary general meeting, by [●].

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “ALCY” refer to Alchemy Investments Acquisition Corp 1 (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and thereafter a corporation incorporated under the laws of the State of Delaware). Following the Domestication, ALCY will be renamed “Cartiga Holdings, Inc.” and referred to in this document as Pubco.

In this document:

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into by and among Pubco, the Sponsor, certain Cartiga Members and certain other parties thereto upon the completion of the Proposed Transaction. A form of the A&R Registration Rights Agreement in substantially the form it will be executed in connection with the Closing is attached to this proxy statement/prospectus as Annex D.

“Adjournment Proposal” means the proposal to be considered at the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by ALCY that more time is necessary or appropriate to approve one or more proposals at the extraordinary general meeting.

“Advantage Proxy” means Advantage Proxy, Inc., proxy solicitor to ALCY.

“Advisory Organizational Documents Proposals” means the proposals to be considered at the extraordinary general meeting to approve, on a non-binding advisory basis and as required by applicable SEC guidance, certain material differences between the Current M&A and the Proposed Organizational Documents.

“ALCY” means Alchemy Investments Acquisition Corp 1 (which prior to the Domestication is an exempted company incorporated under the laws of the Cayman Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

“ALCY Board” means the board of directors of ALCY prior to the Closing.

“ALCY Class A Ordinary Shares” means, prior to the Domestication, the Class A ordinary shares of ALCY, par value $0.0001 per share.

“ALCY Class B Ordinary Shares” means, prior to the Domestication, the Class B ordinary shares of ALCY, par value $0.0001 per share.

“ALCY Ordinary Shares” means, collectively, the ALCY Class A Ordinary Shares and the ALCY Class B Ordinary Shares.

“ALCY Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one ALCY Class A Ordinary Share, and one-half of one ALCY Warrant.

“ALCY Warrant” means a redeemable warrant exercisable for one ALCY Class A Ordinary Share at an exercise price of $11.50 per share.

“Aggregate Merger Consideration” means a number of OpCo Units and shares of Pubco Class B Common Stock equal to the quotient obtained by dividing (i) the Base Purchase Price of $540,000,000 by (ii) $10.00, in exchange for all of the Company Equity Interests.

“Ancillary Agreements” means each of the agreements and instruments contemplated by the Business Combination Agreement or otherwise related to the transactions contemplated by the Business Combination Agreement and such other agreements or instruments contemplated by the Business Combination Agreement, in each case that was executed and delivered on the date of the Business Combination Agreement or on or prior to the date of Closing by ALCY, Pubco, Newco, the Sponsor, Cartiga, a Cartiga Member and/or any of their respective affiliates, including, the A&R Registration Rights Agreement, the Proposed Charter, the Proposed Bylaws, the Sponsor Support Agreement, the Cartiga Support Agreement, the Tax Receivable Agreement, the Lock-up Agreements, OpCo LLCA and the Shareholders Agreement.

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“Base Purchase Price” means $540,000,000.

“Business Combination Agreement” means the Business Combination Agreement, dated as of August 22, 2025, by and among ALCY, Pubco, Newco, and Cartiga, and as it may be further amended and/or restated from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Proposed Transaction.

“Cantor” means Cantor Fitzgerald & Co., ALCY’s underwriter in its initial public offering.

“Cartiga” means Cartiga, LLC, a Delaware limited liability company, and, if the context requires, Cartiga, LLC together with its subsidiaries.

“Cartiga Board” means the board of managers of Cartiga prior to the Closing.

“Cartiga Member” means a holder of Company Equity Interests prior to the Closing.

“Cartiga Support Agreement” means the support agreement, dated as of August 22, 2025, by and among ALCY, Cartiga and certain members of Cartiga, as it may be amended and supplemented from time to time, pursuant to which such Cartiga members have agreed, among other things, to vote in favor of the adoption and approval of the Business Combination. A copy of the Cartiga Support Agreement is attached to this proxy statement/prospectus as Annex E.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Certificate of Merger” means the certificate of merger filed with the State of Delaware in connection with the Domestication, whereby ALCY shall be merged with and into Alchemy Acquisition Holdings, Inc.

“Closing” means the closing of the Proposed Transaction.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” means Cartiga, LLC.

“Company Equity Interests” means all of the limited liability company equity interests of the Company.

“Companies Act” refers to the Companies Act (Revised) of the Cayman Islands.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, and the Equity Incentive Plan Proposal.

“Continental” or “Transfer Agent” means Continental Stock Transfer & Trust Company.

“Current M&A” means the Amended and Restated Memorandum and Articles of Association which are currently in force.

“DGCL” means the Delaware General Corporation Law, as amended.

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“Domestication” means the merger of ALCY with and into Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ALCY, upon which the separate existence of ALCY will cease and Alchemy Acquisition Holdings, Inc. will be the surviving corporation in accordance with the DGCL, the Companies Act, the Certificate of Merger, which is filed as an exhibit to this proxy statement/prospectus, and the Current M&A.

“Domestication Merger Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Effective Time” means the effective time of the Business Combination.

“Equity Incentive Plan” means the Cartiga Holdings, Inc. 2026 Equity Incentive Plan, which will become effective upon the Closing. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex C.

“Equity Incentive Plan Proposal” means the proposal to be considered at the extraordinary general meeting to approve the Equity Incentive Plan.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Extraordinary General Meeting” means the extraordinary general meeting of ALCY’s shareholders, to be held virtually at [●], Eastern Time on [·], via live webcast at [·], and any adjournments or postponements thereof.

“Founder Shares” means the 2,874,999 currently outstanding ALCY Class A Ordinary Shares and one ALCY Class B Ordinary Share purchased by the Sponsor prior to the IPO.

“GAAP” means U.S. generally accepted accounting principles.

“IRS” means the U.S. Internal Revenue Service.

“Insiders” means the Sponsor and each director and officer of ALCY.

“Insider Letter” means ALCY’s letter agreements with the Insiders, dated May 4, 2023, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Shares, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. No separate consideration was paid to the Insiders in connection with the waiver of Redemption Rights.

“IPO” or “Initial Public Offering” means ALCY’s initial public offering of the ALCY Units (consisting of ALCY Class A Ordinary Shares, and ALCY Warrants) pursuant to a registration statement on Form S-1 declared effective by the SEC on May 4, 2023 (SEC File No. 333-268659). On May 9, 2023, ALCY completed its initial public offering.

“Maximum Redemptions Scenario” means, for the illustrative ownership and dilution tables, a scenario in which all 737,543 Public Shares outstanding at June 30, 2026 are assumed to be redeemed in connection with the Business Combination for an aggregate payment of approximately $9.1 million from the Trust Account at an illustrative redemption price of approximately $12.34 per share.

“Merger” means the statutory merger of Newco with and into Cartiga pursuant to the terms of the Business Combination Agreement with Cartiga continuing as the surviving entity and a controlled subsidiary of Pubco.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Newco” means Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco.

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“No Additional Redemptions Scenario” means, for the illustrative ownership and dilution tables, a scenario in which none of the 737,543 Public Shares outstanding at June 30, 2026 are assumed to be redeemed in connection with the Business Combination. This does not reflect the redemption of 548,987 Public Shares as of the date of the 2026 Annual Meeting, at which time the time to complete a business combination was extended on a month-to-month basis until September 9, 2027.

“OpCo” means Cartiga following the Merger.

“OpCo LLCA” means that certain Second Amended and Restated Limited Liability Company Agreement of OpCo.

“OpCo Unit” means a unit representing a fractional part of the limited liability company interests of OpCo.

“Organizational Documents Proposal” means the proposal to be considered at the extraordinary general meeting to approve by special resolution the Proposed Charter and the Proposed Bylaws. A copy of each of the Proposed Charter and the Proposed Bylaws is attached to this proxy statement/prospectus as Annex B-1 and Annex B-2, respectively.

“OTC” means OTC Markets Group, Inc. — Pink Open Market.

“Person” means any individual, firm, corporation, partnership, limited liability company, association, trust, joint venture, joint stock company, governmental authority or instrumentality or other entity or organization of any other kind.

“PIPE Financing” means private placement financing transaction that ALCY, Pubco and/or Cartiga may enter into with one or more investors at, prior to or following the Closing. A PIPE Financing may take the form of (i) an issuance of shares of Pubco Class A Common Stock or other equity or equity-linked securities, (ii) an issuance of debt securities or other indebtedness, which may be convertible into or exchangeable for shares of Pubco Class A Common Stock, or (iii) any combination of the foregoing. Any PIPE Financing will be on terms approved by Cartiga in accordance with the Business Combination Agreement. A PIPE Financing is not a condition to the Closing. At the time of this filing, there is no commitment for any PIPE Financing and there can be no assurance that ALCY, Pubco and Cartiga will enter into agreements for any PIPE Financing.

“Private Placement” means the sale of the Private Placement Shares to the Sponsor and Cantor, which occurred simultaneously with the completion of the IPO.

“Private Placement Shares” means the 595,500 ALCY Class A Ordinary Shares sold in the Private Placement, 57,500 of which were purchased by Cantor.

“Proposed Bylaws” mean the proposed bylaws of Pubco to be in effect following the Domestication and Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-2.

“Proposed Charter” means the proposed certificate of incorporation of Pubco to be in effect following the Domestication and the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex B-1.

“Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.

“Proposed Transaction” or “Business Combination” means the transactions contemplated by the Business Combination Agreement and the other agreements contemplated therein.

“Pubco” means Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of ALCY.

“Pubco Board” means the board of directors of Pubco subsequent to the Closing.

“Pubco Class A Common Stock” means the shares of Class A common stock of Pubco, par value $0.0001 per share.

“Pubco Class B Common Stock” means the shares of Class B common stock of Pubco, par value $0.0001 per share, such shares having no economic rights as described in the Proposed Charter.

“Pubco Common Stock” means, collectively, the Pubco Class A Common Stock and the Pubco Class B Common Stock.

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“Pubco Security” means a share of Pubco Common Stock or a Pubco Warrant.

“Pubco Warrant” means an ALCY Warrant that will become exercisable for one share of Pubco Class A Common Stock subsequent to the Closing.

“Public Shareholders” means the holders of ALCY Class A Ordinary Shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means the ALCY Class A Ordinary Shares sold in the IPO (whether they were purchased in the IPO as part of the ALCY Units or thereafter in the open market) and, following the Domestication, the shares of Pubco Class A Common Stock received in connection with the Domestication upon conversion of such ALCY Class A Ordinary Shares.

“Public Warrant Holders” means the holders of the Public Warrants of ALCY.

“Public Warrants” means the ALCY Warrants sold in the IPO (whether they were purchased in the IPO as part of the ALCY Units or thereafter in the open market).

“Record Date” means [·], 2026.

“Redemption” means the redemption of Public Shares for the Redemption Price.

“Redemption Price” means a per-share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to ALCY to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.

“Redemption Rights” means the rights of the Public Shareholders to demand Redemption of their Public Shares into cash in accordance with the procedures set forth in the Current M&A and this proxy statement/prospectus.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Proposals” means, collectively, (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Equity Incentive Plan Proposal and (g) the Adjournment Proposal, if presented.

“Sponsor” means Alchemy DeepTech Capital LLC, a Delaware limited liability company.

“Sponsor Shares” means 3,413,000 ALCY Ordinary Shares held by the Sponsor, which includes 3,412,999 ALCY Class A Ordinary Shares and one ALCY Class B Ordinary Share. This amount may be reduced depending on how much is raised in the PIPE financing. If Available Closing Buyer Cash is less than $5,000,000, then, as a result of Cartiga’s waiver of the Minimum Cash Condition on October 22, 2026, and pursuant to Section 8.17 of the Business Combination Agreement, the Sponsor shall forfeit 1,713,000 of its shares and hold a minimum of 1,700,000 shares of Pubco Class A Common Stock.

“Sponsor Support Agreement” means the Sponsor support agreement, dated as of August 22, 2025, by and among ALCY, Cartiga and the Sponsor, as it may be amended and supplemented from time to time, pursuant to which the Sponsor has agreed, among other things, to vote in favor of the adoption and approval of the Business Combination. A copy of the Sponsor Support Agreement is attached to this proxy statement/prospectus as Annex F.

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“Stock Issuance Proposal” means the proposal to be considered at the extraordinary general meeting to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance of shares of Pubco Class A Common Stock and securities convertible into shares of Pubco Class A Common Stock to (i) the Cartiga equityholders pursuant to the Business Combination Agreement, and (ii) to any other persons pursuant to subscription, purchase, or similar agreements ALCY may enter into prior to Closing.

“Trust Account” means the trust account of ALCY, which holds the net proceeds from the IPO and the Private Placement, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of May 4, 2023, by and between ALCY and the Transfer Agent, as trustee, as amended.

“Warrant Agreement” means the Warrant Agreement, dated as of May 4, 2023, between ALCY and the Transfer Agent, as warrant agent, which governs the ALCY Warrants.

“25% Redemptions Scenario” means a redemptions scenario that assumes that 184,386 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed Redemption Price of approximately $[*] per share, which represents approximately 25% of the Public Shares that are not subject to non-redemption agreements.

“50% Redemptions Scenario” means a redemptions scenario that assumes that 368,772 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed Redemption Price of approximately $[*] per share, which represents approximately 50% of the Public Shares that are not subject to non-redemption agreements.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 553,157 Public Shares are redeemed for an aggregate payment of approximately $[*] million at an assumed Redemption Price of approximately $[*] per share, which represents approximately 75% of the Public Shares that are not subject to non-redemption agreements.

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MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. However, information contained in this proxy statement/prospectus concerning the market and the industry in which Cartiga competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Cartiga based on such sources and Cartiga’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which Cartiga operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Cartiga’s Business” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for ALCY and Cartiga to complete the Proposed Transaction. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and ALCY and Cartiga managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of ALCY, Cartiga and their respective directors, managers, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing ALCY’s or Cartiga’s views as of any subsequent date. Neither ALCY nor Cartiga undertakes any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares on the proposals set out in this proxy statement/prospectus. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF ALCY

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Proposed Transaction. The following questions and answers do not include all the information that is important to ALCY’s shareholders. ALCY urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Proposed Transaction and the voting procedures for the extraordinary general meeting, which will be held at [·], Eastern Time, on [·], virtually via live webcast. For the purposes of Cayman Islands law and the Current M&A (as defined herein), the physical location of the extraordinary general meeting will be at the offices of [·] at [·]. To participate in the extraordinary general meeting online, visit [·] and enter the 12-digit control number included on your proxy card. You may register for the extraordinary general meeting as early as [·], Eastern Time, on [·]. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

ALCY shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Proposed Transaction. The Business Combination Agreement provides for, among other things, (i) the Domestication of ALCY and (ii) the Merger of Newco with and into Cartiga, with Cartiga surviving the Merger, in accordance with the terms and subject to the conditions of the Business Combination Agreement, as more fully described elsewhere in this proxy statement/prospectus. See “The Domestication Merger Proposal” and “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF ALCY AND CARTIGA.

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If ALCY’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Proposed Transaction may not be consummated. See “The Business Combination Proposal,” “The Domestication Merger Proposal,” “The Stock Issuance Proposal,” “The Organizational Documents Proposal,” and “The Equity Incentive Plan Proposal,” of this proxy statement/prospectus, respectively.

ALCY will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Proposed Transaction and the other matters to be acted upon at the extraordinary general meeting. Shareholders of ALCY should read it carefully.

After careful consideration, the ALCY Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Merger Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Equity Incentive Plan Proposal, and (g) the Adjournment Proposal, if presented, are in the best interests of ALCY and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of ALCY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ALCY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, ALCY’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of ALCY’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Cartiga is an originator and manager of assets linked to (or secured by) consumer and commercial litigation claims and related receivables.

Based on ALCY’s due diligence investigations of Cartiga and the industry in which it operates, including the financial and other information provided by Cartiga in the course of ALCY’s due diligence investigations, the ALCY Board believes that the Proposed Transaction with Cartiga is in the best interests of ALCY and presents an opportunity to increase shareholder value. However, there is no assurance that the Proposed Transaction with Cartiga will increase shareholder value. See “The Business Combination Proposal — ALCY Board of Directors’ Reasons for the Approval of the Business Combination” for additional information.

Although the ALCY Board believes that the Proposed Transaction with Cartiga presents an attractive business combination opportunity and is in the best interests of ALCY and its shareholders, the ALCY Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in “The Business Combination Proposal — ALCY Board of Directors’ Reasons for the Approval of the Business Combination,” as well as in “Risk Factors — Risks Related to Cartiga’s Business.”

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The “Conversion Ratio” is the quotient obtained by dividing (i) the number of OpCo Units and shares of Pubco Class B Common Stock constituting the Aggregate Merger Consideration, by (ii) the “Company Equity Interests,” which means the limited liability company equity interests of Cartiga at the Effective Time.

In connection with the Closing, the combined company will be organized in an “Up-C” structure and the only direct assets of Pubco will consist of equity interests in OpCo. The Up-C structure allows the Cartiga Members, to retain a portion of their equity ownership in Cartiga, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of post-merger units of OpCo. Immediately following the Closing, Pubco will be the sole manager of and control OpCo, and Pubco will own between approximately [·]% and [·]% of the outstanding equity of OpCo through OpCo Units, and the Cartiga Members will own between approximately [·]% and [·]% of the outstanding equity of OpCo through OpCo Units.

Each share of Pubco Class B Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of shares of Pubco Class A Common Stock and shares of Pubco Class B Common Stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by the Proposed Charter. We do not intend to list any shares of Pubco Class B Common Stock on any exchange.

Following the Closing, under the OpCo LLCA, any Cartiga Member who receives OpCo Units and Pubco Class B Common Stock in the Business Combination will, subject to certain timing procedures and other conditions set forth therein, have the right (the “OpCo Holder Redemption Right”) to exchange all or a portion of its OpCo Units, together with an equal number of shares of Pubco Class B Common Stock for shares of Pubco Class A Common Stock at an exchange ratio of one share of Pubco Class A Common Stock for each OpCo Unit exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions.

In connection with any exchange of OpCo Units pursuant to the OpCo Holder Redemption Right, Pubco shall receive a number of OpCo Units equal to the number of shares of Pubco Class A Common Stock issued to the OpCo unitholder, and a corresponding number of shares of Pubco Class B Common Stock held by the relevant OpCo unitholder will be cancelled. As the OpCo Units are exchanged, holding other assumptions constant, Pubco’s ownership stake in OpCo will be correspondingly increased, the number of shares of Pubco Class A Common Stock outstanding will be increased and the number of shares of Pubco Class B Common Stock will be decreased. See “The Business Combination Proposal — Additional Agreements to be Executed at Closing — Second Amended and Restated Limited Liability Company Agreement.”

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These amounts exclude the exercise of Public Warrants, any conversion of Working Capital Loans and any other issuances of equity securities of Pubco prior to or in connection with the Closing. Actual ownership will depend on the redemptions, forfeitures and issuances that occur.

The following table summarizes pro forma ownership of Pubco Common Stock on an as-exchanged basis under the redemption scenarios shown, using the 737,543 Public Shares outstanding at June 30, 2026 and assuming no PIPE financing. The table includes illustrative issuance of 717,500 Class A shares for transaction fees and 254,419 Class A shares for existing related party payables at $10.00 per share, consistent with the pro forma financial statements. The fee shares comprise 517,500 shares for Cantor and 200,000 shares for KBW. Loeb’s remaining $1,750,000 fee and $500,000 of other closing expenses are assumed paid in cash. Unless the parties obtain additional financing sufficient to repay the Sponsor Promissory Notes in cash at Closing, ALCY and the relevant holders will agree on an alternative form of compensation, which may include shares, on terms and conditions to be determined.

Stockholders will experience additional dilution to the extent Pubco issues additional shares of Pubco Class A Common Stock after the closing of the Business Combination. The table above excludes any shares of Pubco Class A Common Stock issuable

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upon exercise of 5,750,000 Public Warrants. The illustrative 254,419 shares to settle existing related party payables, including $2,186,000 note principal, are already reflected in the ownership tables and are subject to agreement with the holders.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership After the Closing.”

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” For more information, including the ownership percentages in the no additional redemptions scenario and the effect of certain dilutive securities, see the section entitled “The Business Combination Proposal — Ownership of Pubco after the Closing.”

These conflicts of interest include, among other things, the interests listed below:

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These interests may influence ALCY’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. These interests were considered by the ALCY Board when it approved the Business Combination. For more information, please see Section — “DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF ALCY PRIOR TO THE BUSINESS COMBINATION — Conflicts of interest.”

To effect the Domestication, ALCY will merge with and into Cartiga Holdings, Inc., a Delaware corporation and wholly owned subsidiary of ALCY, upon which the separate existence of ALCY will cease and Cartiga Holdings, Inc. will be the surviving corporation (such surviving company “Pubco”) in accordance with the Delaware General Corporation Law (“DGCL”), the Companies Act (Revised) of Cayman Islands (the “Companies Act”), the Certificate of Merger, which is filed as an exhibit to this proxy statement/prospectus (the “Certificate of Merger”), and the amended and restated memorandum and articles of association of ALCY (which are currently in force, the “Current M&A”).

The approval of the Domestication Merger Proposal is a condition to the Closing under the Business Combination Agreement. The approval of the Domestication Merger Proposal requires a special resolution under Cayman Islands law of holders of ALCY Ordinary Shares, voting as a separate class, represented in person or by proxy and entitled to vote thereon and who does so at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law.

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and the Proposed Bylaws, in each case, under the DGCL, which differ materially from the Current M&A. These differences are discussed in greater detail in “The Domestication Merger Proposal” of this proxy statement/prospectus.

Furthermore, even if the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of ALCY Securities may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its ALCY Securities for Pubco Securities pursuant to the Domestication under the Passive Foreign Investment Company (“PFIC”) rules of the Code equal to the excess, if any, of the fair market value of Pubco Securities received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding ALCY Securities surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of ALCY Securities — Passive Foreign Investment Company Status.”

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If the Domestication does not qualify as a reorganization, then a U.S. Holder that exchanges its ALCY Securities for Pubco Securities generally will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Pubco Class A Common Stock and Pubco Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the Public Shares and Public Warrants exchanged.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of Public Shares after the Domestication.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of ALCY Securities” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without ALCY’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without ALCY’s prior consent.

As part of the Insider Letter entered into at the time of ALCY’s IPO, the Insiders agreed to waive their Redemption Rights with respect to all of the Founder Shares in connection with the completion of the Business Combination. The Insiders did not receive any separate consideration paid in connection with providing such waiver.

Holders of ALCY Warrants do not have Redemption Rights with respect to their ALCY Warrants.

Holders of Public Shares who also hold Public Warrants may elect to redeem their Public Shares, and still retain their Public Warrants. The aggregate value of the 5,750,000 Public Warrants based on the closing price of $[*] per Public Warrant on [*], 2026 was approximately $[*]. Public Shareholders who redeem their Public Shares may continue to hold any Public Warrants that they owned prior to Redemption, which results in additional dilution to non-redeeming holders upon exercise of such Public Warrants, if despite such Redemptions, the Business Combination was consummated. We cannot predict the ultimate value of the Public Warrants following consummation of the Business Combination.

As indicated elsewhere in this proxy statement/prospectus, the outstanding ALCY Warrants represent potential additional dilution to ALCY Shareholders. See “Summary of the Proxy Statement/Prospectus — Ownership of Pubco After the Closing.” The ALCY Warrants will become exercisable beginning 30 days after the Closing. For a discussion of the risks relating to warrant dilution, see “Risk Factors — Pubco Warrants will become exercisable for Pubco Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. Such dilution will increase if more shares of ALCY Class A Ordinary Shares are redeemed.”

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Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [·], 2026 Eastern Time, on [·] (up to two business days prior to the initially scheduled meeting to vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” beginning on page 28 of this proxy statement/prospectus.

Holders of ALCY Units must elect to separate ALCY Units held by them into the underlying Public Shares and Public Warrants prior to exercising their Redemption Rights with respect to the Public Shares. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[·] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of ALCY’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Proposed Transaction.

An ALCY shareholder may withdraw a request for Redemption until the redemption deadline and, following this deadline, with ALCY’s consent up until the Closing. Furthermore, if a holder of a Public Share tenders or delivers its share certificates (if any) along with the redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that ALCY permit the withdrawal of the request for Redemption and instruct the Transfer Agent to return the share certificates (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent, prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been tendered or delivered (either physically or electronically) to the Transfer Agent, at least two days prior to the initially scheduled vote on the Business Combination Proposal at the extraordinary general meeting.

If a holder of Public Shares properly makes a request for Redemption and the certificates for Public Shares (if any) along with the redemption forms are tendered or delivered as described above, then, if the Proposed Transaction is consummated, Pubco will redeem the Public Shares for a pro rata portion of funds payable in cash to the Shareholders, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to ALCY to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue.

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If the Proposed Transaction is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If you are a holder of Public Shares and you exercise your Redemption Rights, such exercise will not result in the loss of any Public Warrants that you may hold.

In the event that Pubco determines to redeem the Public Warrants pursuant to Section 6.2 of the Warrant Agreement, Pubco will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than thirty (30) days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner herein provided will be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Additionally, because the Domestication will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to Public Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(b) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Considerations.” All holders of Public Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

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Upon consummation of the Proposed Transaction, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their Redemption Rights, to pay transaction fees and expenses associated with the Proposed Transaction, and for working capital and general corporate purposes of Pubco following the Proposed Transaction.

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For more information about conditions to the consummation of the Proposed Transaction, see “The Business Combination Proposal — Business Combination Agreement” section of this proxy statement/prospectus.

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Pubco has applied to list the Pubco Class A Common Stock and Pubco Warrants on Nasdaq under the proposed symbols “LITF” and “LITFW,” respectively, upon the Closing.

Pursuant to the terms of the Business Combination Agreement, as a closing condition, Pubco is required to cause the Pubco Class A Common Stock to be issued in connection with the Business Combination to be approved for listing on Nasdaq or another national securities exchange, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of the extraordinary general meeting, ALCY and Pubco may not have received confirmation from Nasdaq that the Pubco Class A Common Stock will be approved for listing upon the consummation of the Business Combination. As a result, you may be asked to vote to approve the Business Combination and the other Shareholder Proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Pubco Class A Common Stock would not be listed on any nationally recognized securities exchange.

The absence of a national securities exchange listing could have significant adverse consequences, including reduced liquidity and trading volume, a decrease in the market price of Pubco’s securities, reduced analyst and institutional investor interest, limited ability of holders to sell Pubco securities when desired, and a reduced ability of Pubco to raise additional capital on acceptable terms or at all.

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Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Domestication Merger Proposal — The approval of the Domestication Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of votes cast by the

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holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Equity Incentive Plan Proposal — The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of ALCY Ordinary Shares, represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting.

The Sponsor, which includes among its members each of the directors and officers of ALCY, owns 3,413,000 Sponsor Shares.

As a result, as of the date of this proxy statement/prospectus, no additional holders of Public Shares will be required to approve the Business Combination Proposal, the Domestication Merger Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

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Documents Proposal, the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal even if all other outstanding shares are voted against such proposals.

The existence of financial and personal interests of one or more of ALCY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of ALCY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, ALCY’s officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. See “The Business Combination Proposal — Certain Interests of ALCY’s Directors and Officers and Others in the Business Combination.”

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Proposal, the Equity Incentive Plan Proposal, and the satisfaction or waiver of the other conditions to the Closing, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

Because the Insiders own approximately 93% of the issued and outstanding ALCY Ordinary Shares, no additional votes of holders of Public Shares will be required to approve the Business Combination Proposal.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [·], Eastern Time, on [·] (up to two business days prior to the initially scheduled meeting to vote on the Business Combination Proposal) in order for their Public Shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the funds held in the Trust Account should not submit the certificates relating to their Public Shares.

Upon the Domestication, holders of ALCY Units, ALCY Class A Ordinary Shares and ALCY Warrants will receive shares of Pubco Class A Common Stock and Pubco Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their ALCY Units, ALCY Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), or ALCY Warrants.

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Advantage Proxy, Inc. Tel: 877-870-8565 (toll-free) or 206-870-8565 (banks and brokers can call collect)

Email: karen@advantageproxy.com

You also may obtain additional information about ALCY from documents filed with the SEC by following the instructions in “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption, you will need to tender or deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to the Transfer Agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [·], Eastern Time, on [·] (two business days prior to the initially scheduled vote on the Business Combination Proposal) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or tendering or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, New York 10004

Attention: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

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