Alchemy Investments Acquisition Corp 1-A 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging 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: 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 orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of April 8, 2026, there were 4,208,042 of the registrant’s ClassA ordinary shares, par value $0.0001 per share, and 1 of the registrant’s ClassB ordinaryshares, par value $0.0001 per share, issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS PART I 1Item 1. BUSINESS1Item 1A. RISK FACTORS19Item 1B. UNRESOLVED STAFF COMMENTS40Item 1C. CYBERSECURITY41Item 2. PROPERTIES41Item 3. LEGAL PROCEEDINGS41Item 4. MINE SAFETY DISCLOSURES41 PART II42Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES42Item 6. [RESERVED]43Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS.43Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK46Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA46Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE46Item 9A. CONTROLS AND PROCEDURES46Item 9B. OTHER INFORMATION47Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS47 PART III48Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE48Item 11. EXECUTIVE COMPENSATION56Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED SHAREHOLDER MATTERS57Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE59Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES62 PART IV63Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES63Item 16. FORM 10–K SUMMARY64SIGNATURES65INDEX TO FINANCIAL STATEMENTSF-1 CERTAIN TERMS Unless otherwise stated in this Annual Report on Form10-K(this “Report”), references to: ●“amended and restated memorandum and article of association” are to the second amended and restatedmemorandum and articles of association that the company has adopted;●“board of directors” are to the board of directors of the company;●“ClassA Ordinary Shares” are to our ClassA Ordinary Shares of par value $0.0001 per share in the sharecapital of the company;●“ClassB Ordinary Shares” are to our ClassB Ordinary Shares of par value $0.0001 per share in the sharecapital of the company;●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands, as the same may beamended from time to time;●“directors” are to our current directors;●“founder shares” are to our ClassB Ordinary Shares initially purchased by our sponsor in a privateplacement prior to our initial public offering, and our ClassA Ordinary Shares issuable upon theconversion the