Exhibit 2.3

WAIVER

TO BUSINESS COMBINATION AGREEMENT

Reference is made to the Business Combination Agreement (the “Merger Agreement”), dated as of August 22, 2025, by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“ALCY” or “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation (the “Buyer”), Alchemy Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Buyer (the “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”). This Waiver is entered into by and between ALCY, Buyer, Newco, the Company, the Sellers’ Representative and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Sponsor”) (collectively, the “Parties”). Capitalized terms used but not otherwise defined in this Waiver have the respective meanings given to them in the Merger Agreement.

WHEREAS, Section 8.17 of the Merger Agreement provides that if and only if (i) Available Closing Buyer Cash is less than $40,000,000 and (ii) the Company elects, in its sole and absolute discretion, to waive the condition set forth in Section 9.3(h), then at the Closing, the Sponsor shall forfeit certain of its Parent Ordinary Shares based on Available Closing Buyer Cash, in accordance with a tiered schedule set forth therein;

WHEREAS, the reference in Section 8.17 of the Merger Agreement to Section 9.3(h) is intended to refer to Section 9.3(g) which provides that Available Closing Buyer Cash shall not be less than $40,000,000.

WHEREAS, the Company desires, pursuant to Section 10.5(b) of the Merger Agreement, to waive in full the condition in Section 9.3(g) of the Merger Agreement and the Parties desire to waive any lock-up or transfer restrictions under the Merger Agreement and the Additional Agreements with respect to the Sponsor Shares (as defined below);

NOW, THEREFORE, the Parties agree as follows (references below refer to Sections in the Merger Agreement):

Acknowledgment. The Parties acknowledge and agree that the reference in Section 8.17 to Section 9.3(h) is intended to refer, and shall be read as referring, to Section 9.3(g). This acknowledgment is solely a clarification of the cross-reference and does not itself waive any provision of the Merger Agreement.

Waivers

Section 8.17 (Minimum Cash). Pursuant to Section 10.5(b)(iii) of the Merger Agreement, the Company hereby waives, in full, compliance by the Buyer with the first sentence of Section 8.17, such that there shall be no breach of the first sentence of Section 8.17 regardless of the amount of Available Closing Buyer Cash.

Section 9.3(g). Pursuant to Section 10.5(b)(iii) of the Merger Agreement, the Company hereby irrevocably waives in full, the condition in Section 9.3(g), such that the condition shall be deemed satisfied at the Closing regardless of the amount of Available Closing Buyer Cash.

Section 10.1(h). Pursuant to Section 10.5(b) of the Merger Agreement, the Company waives its right to terminate under Section 10.1(h) to the extent arising from failure of the Section 9.3(g) condition.

Lock-Up of Sponsor Shares. Pursuant to Section 10.5 of the Merger Agreement, each of the Parties hereby waives, and agrees not to enforce, any lock-up, restriction on transfer, sale, pledge or other disposition, or similar covenant set forth in the Merger Agreement or in any Additional Agreement (including the Lock-up Agreements and the Support and Non-Redemption Agreements) to the extent applicable to any Parent Ordinary Shares held by the Sponsor or any shares of Buyer Class A Stock issued to the Sponsor in respect thereof in the Domestication (collectively, the “Sponsor Shares”), such that, from and after the Closing, the Sponsor Shares shall not be subject to any lock-up period or transfer restriction under the Merger Agreement or any Additional Agreement. The Buyer shall not require the Sponsor to execute a Lock-up Agreement or any other lock-up as a condition to the Closing.

Miscellaneous. Except as expressly provided herein, the terms and provisions of the Merger Agreement shall remain unmodified and continue in full force and effect. This Waiver is a waiver only and does not amend the Merger Agreement. This Waiver shall be governed by, and construed in accordance with, the governing law and exclusive jurisdiction provisions of Section 12.6 of the Merger Agreement, incorporated herein mutatis mutandis (New York law and exclusive jurisdiction in the state or federal courts located in New York, New York). This Waiver shall not operate as a waiver of, or restrict in any manner whatsoever, the rights of the Parties to the Merger Agreement with respect to any matters not described in this Waiver.

Counterparts. This Waiver may be executed in one or more counterparts for the convenience of the Parties hereto, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Waiver by electronic, facsimile or portable document format shall be effective as delivery of a mutually executed counterpart to this Waiver.

Entire Agreement. This Waiver and the Merger Agreement constitute the entire agreement among the Parties to this Waiver in respect of the subject matter hereof and supersede all prior agreements, written or oral, among the Parties hereto with respect to the subject matter hereof. Any waiver of any provision of this Waiver shall be in writing and signed by the Party against whom the waiver is to be effective. No waiver of any provision hereof by any Party shall be deemed a waiver of any other provision hereof by such Party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such Party.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Waiver as of October 22, 2026.


	ALCHEMY INVESTMENTS ACQUISITION CORP 1

	By:	/s/ Mattia Tomba
	Name:	Mattia Tomba
	Title:	Chief Executive Officer


	ALCHEMY ACQUISITION HOLDINGS, INC.

	By:	/s/ Mattia Tomba
	Name:	Mattia Tomba
	Title:	Chief Executive Officer


	ALCHEMY MERGER SUB, LLC

	By:	/s/ Mattia Tomba
	Name:	Mattia Tomba
	Title:	Chief Executive Officer


	CARTIGA, LLC

	By:	/s/ Samuel Wathen
	Name:	Samuel Wathen
	Title:	President and Chief Executive Officer


	HALLE BENETT, SELLERS’ REPRESENTATIVE

	By:	/s/ Halle Benett
	In its capacity as Sellers’ Representative


	ALCHEMY DEEPTECH CAPITAL LLC, a Delaware limited liability company

	By:	/s/ Mattia Tomba
	Name:	Mattia Tomba
	Title:	Authorized Signatory

[Signature Page to Waiver to Business Combination Agreement]