Under the business combination agreement, the new public holding company, to be renamed Cartiga Holdings, Inc. ("New Cartiga"), will acquire all of Cartiga's limited liability company equity interests for an Equity Value of $540,000,000, paid in Merger Consideration consisting of OpCo Units and shares of Class B voting non-economic common stock issued at an implied $10.00 per unit/share. Alchemy will first domesticate from the Cayman Islands to Delaware, after which a merger subsidiary will merge into Cartiga, leaving Cartiga as an operating subsidiary ("OpCo") in an umbrella partnership C-corporation ("Up-C") structure, with Cartiga's existing equity holders retaining their interests as OpCo Units to preserve partnership tax treatment, while Alchemy's existing Class A and Class B ordinary shareholders will hold stock in the Delaware corporate parent. No cash consideration to Cartiga sellers and no new acquisition debt were disclosed in the business combination agreement summary.

Closing is subject to customary conditions, including approval by Alchemy's shareholders and Cartiga's members, expiration of the Hart-Scott-Rodino waiting period, Nasdaq's approval of Pubco's initial listing application, and Available Closing Buyer Cash of at least $40,000,000. If Available Closing Buyer Cash falls short of $40,000,000 and Cartiga elects to waive the minimum cash condition, Alchemy's sponsor must forfeit shares on a tiered schedule, for example retaining 3,198,875 shares if cash is between $35,000,000 and $40,000,000, down to 1,700,000 shares if cash is below $5,000,000. The agreement originally provided for termination by either party if closing had not occurred by May 1, 2026, among other customary termination triggers including an uncured material breach, failure to obtain required shareholder or member approvals, or the company entering a definitive agreement for a "Superior Offer" (subject to payment of any required termination fee, the dollar amount of which was not disclosed in the filing). Ancillary agreements executed alongside signing included a Support and Non-Redemption Agreement, a Support Agreement, and Lock-up Agreements restricting Cartiga sellers' post-closing shares for six months or until Pubco's share price reaches $12.00 for 20 of 30 trading days (starting at least 150 days after closing); additional agreements, including an Amended and Restated Registration Rights Agreement, a Tax Receivable Agreement, and an Exchange Agreement, are to be executed at closing.

At signing, Alchemy co-CEO Mattia Tomba stated, "At Alchemy, we specialize in unlocking under-explored private-credit opportunities and delivering capital solutions that help companies scale and, when appropriate, access the public markets. We believe Cartiga is exceptionally well situated to capitalize on growing opportunities to invest in the legal services sector, a $300bn+ market representing ~1.4% GDP which has historically been underpenetrated by traditional sources of capital." Cartiga CEO Sam Wathen said, "Accessing the public markets in partnership with Alchemy will position us to leverage our data platform and market distribution to accelerate growth, expand our product suite, and deepen our capital and service-based partnerships with law firms." The press release described the deal as designed to let Cartiga "leverage Cartiga's 20+ year investment track record, proprietary database of over 250,000 individual litigation-linked asset fundings diversified across 8,000+ unique lawyers and law firms, and over $20 million of IT and product development investments since 2020" to use public currency to pursue complementary acquisitions.

An Investor Presentation dated October 2025, filed with the SEC on October 30, 2025 under Item 7.01 of Form 8-K, disclosed unaudited Cartiga financial metrics for the nine months ended June 30, 2025: $61,292,000 of revenue, $14,986,000 of EBITDA, $19,230,000 of Adjusted EBITDA, and $5,984,000 of net income. The presentation's EBITDA reconciliation added back $6,202,000 of interest expense and $2,800,000 of depreciation and amortization to net income to reach EBITDA, then added $838,000 of litigation expenses, $2,133,000 of management fees and expenses, $326,000 of severance expenses, $693,000 of strategic expenses, and $254,000 of other items to reach Adjusted EBITDA. The presentation also disclosed that Cartiga has deployed more than $1.6 billion in lifetime originations, participated in matters generating over $20 billion in estimated settlement values, maintains roughly 95 employees, and is backed by over $280 million (elsewhere cited as $250 million+) of committed equity from institutional investors. No pro forma ownership split, exchange ratio, synergy estimate, or EPS accretion/dilution figure was disclosed in any of the filings reviewed.

The transaction has not closed. ALCY's registration statement from its 2023 IPO required it to complete a business combination within 36 months of the IPO's May 4, 2023 effectiveness; because the Cartiga combination was not consummated by that May 4, 2026 deadline, Nasdaq suspended trading in ALCY's units, Class A shares, and warrants at the opening of business on May 14, 2026 for noncompliance with Nasdaq Interpretive Material IM-5101-2, and the securities now trade on the OTC Pink Open Market under ALCYF, ALCUF, and ALCWF, as disclosed in Alchemy's DEF 14A filed July 29, 2026. At a general meeting first convened September 1, 2026 and adjourned twice (to September 4 and September 8, 2026), shareholders approved a further extension of Alchemy's deadline to complete a business combination from September 9, 2026 to September 9, 2027, on a month-to-month basis, continuing to pursue the "Proposed Business Combination" with Cartiga; a definitive merger proxy/prospectus on Form S-4 for the Cartiga transaction itself had not yet been declared effective and no shareholder vote on the Business Combination itself has yet occurred. No information was found confirming termination of the Cartiga deal, a closing, or a replacement target, so status remains pending.

B. Riley Securities acted as exclusive financial advisor to Cartiga, and Nelson Mullins Riley & Scarborough LLP served as legal counsel to Cartiga. Keefe, Bruyette & Woods, A Stifel Company, acted as exclusive financial advisor to Alchemy, and Loeb & Loeb LLP served as legal counsel to Alchemy.