Description of Securities

EX-4.5 2 alcy-20231231xex4d5.htm EX-4.5

Exhibit 4.5

ALCHEMY INVESTMENTS ACQUISITION CORP 1

DESCRIPTION OF SECURITIES

The following summary of the material terms of the securities of Alchemy Investments Acquisition Corp 1 (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of memorandum and articles of association, which is incorporated by reference as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Report”), and applicable Cayman Islands law. We urge you to read our amended and restated certificate of incorporation in its entirety for a complete description of the rights and preferences of our securities. Terms used herein and not defined herein shall have the meaning ascribed to such terms in the Report.

Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 479,000,000 Class A Ordinary Shares, $0.0001 par value, 20,000,000 Class B Ordinary Shares, $0.0001 par value, and 1,000,000 shares of undesignated preference share, $0.0001 par value. The following description summarizes the material terms of our capital share. Because it is only a summary, it may not contain all the information that is important to you.

Units

Each unit consists of one Class A Ordinary Share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share.

On June 26, 2023, we announced that commencing on June 26, 2023, holders of our units may elect to separately trade the Class A Ordinary Shares and warrants comprising the unit. Holders have the option to continue to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into Class A Ordinary Shares and warrants. The Class A Ordinary Shares and warrants that are separated trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “ALCY” and “ALCYW,” respectively. The units not separated continue to trade on Nasdaq under the symbol “ALCYU.”

Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.

Ordinary Shares

As of April 16, 2024, 12,095,500 of our Class A Ordinary Shares and 2,875,000 of our Class B Ordinary Shares were outstanding, consisting of:

11,500,000 Class A Ordinary Shares held by the public;

2,875,000 Class B Ordinary Shares as founder shares held by our sponsor;

493,000 Class A Ordinary Shares as placement shares held by our sponsor; and

50,000 Class A Ordinary Shares as placement shares held by Cantor.

The founder share held by our sponsor represent 25.0% of the issued and outstanding public shares.

Shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A Ordinary Shares and holders of the Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as required by law.

Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange listing rules, the affirmative vote of a majority of our Ordinary Shares that are voted is required to approve any such matter voted on by our shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Because our amended and restated memorandum and articles of association authorizes the issuance of up to 479,000,000 Class A Ordinary Shares, if we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be required to increase the number of Class A Ordinary Shares which we are authorized to issue at the same time as our shareholders vote on the initial business combination to the extent we seek shareholder approval in connection with our initial business combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq.

We will provide our shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.15 per public share (excluding any interest earned on the funds in the trust account). The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, placement shares and any public shares held by them in connection with the completion of our initial business combination. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our memorandum and articles of association will require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding Ordinary Shares voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital share of the company representing a majority of the voting power of all outstanding shares of capital share of the company entitled to vote at such meeting. The underwriters will have the same redemption rights as a public shareholder with respect to any public shares it acquires. The underwriters will not make any such purchases when in possession of any material nonpublic information not disclosed to the seller, during a restricted period under Regulation M under the Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act, or if prohibited by applicable state securities laws or broker-dealer regulations. To the extent our sponsor or purchasers of placement shares transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition to such transfer, to waive these same redemption rights. Our sponsor and Cantor have purchased an aggregate of 595,500 placement shares at the price of $10.00 per share in a private placement

that occurred simultaneously with the completion of our initial public offering. If we submit our initial business combination to our public shareholders for a vote, our sponsor, our officers and our directors have agreed to vote their respective founder shares, placement shares and any public shares held by them in favor of our initial business combination.

The participation of our sponsor, officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding Ordinary Shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting thresholds, and the voting agreements of our sponsor, may make it more likely that we will consummate our initial business combination.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares sold in our initial public offering, which we refer to as the Excess Shares, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their share in open market transactions, potentially at a loss.

If we seek shareholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers and directors have agreed to vote any founder shares and placement shares held by them and any public shares they may acquire during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our sponsor’s founder shares and our sponsor’s placement shares, we would need 4,072,251 or 35.2% of the 11,557,500 Class A Ordinary Shares sold in our initial public offering and in the private placement to the representative in connection with our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding ordinary shares are voted). Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against or abstain from voting on the proposed transaction (subject to the limitation described in the preceding paragraph).

Pursuant to our memorandum and articles of association, if we are unable to complete our initial business combination within 18 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) above to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business combination within 18 months from the closing of our initial

public offering. However, if our sponsor acquires public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.

In the event of a liquidation, winding up or dissolution of the company after an initial business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of share, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein.

Founder Shares

The founder shares are identical to the Class A Ordinary Shares included in the units sold in our initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares, placement shares and any public shares held by them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to their founder shares, placement shares and any public shares in connection with a shareholder vote to approve an amendment to our memorandum and articles of association (x) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail to complete our initial business combination within 18 months from the closing of our initial public offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (iii) the founder shares are our Class B Ordinary Shares that will automatically convert into our Class A Ordinary Shares at any time at the option of the holders thereof and at the time of the consummation of our initial business combination, on a one-for-one basis, subject to adjustment as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and placement shares held by them and any public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business combination. The placement shares will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at any time at the option of the holders thereof and at the time of the consummation of our initial business combination on a one-for-one basis (subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all public shares outstanding upon completion of our initial public offering plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and shares of

the post-business combination entity issued to our sponsor or its affiliates upon conversion of working capital loans made to us). We cannot determine at this time whether a majority of the holders of our Class B Ordinary Shares at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A shareholders on structuring an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B Ordinary Shares. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B Ordinary Shares, but would reduce the percentage ownership of holders of our Class A Ordinary Shares. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of our ordinary shares. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A Ordinary Shares issues in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

With certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) the date on which we complete a liquidation, merger, share exchange or other similar transfer after our initial business combination that results in all of our public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, the founder shares (or Ordinary Shares issuable upon conversion thereof) will be released from the lock-up if, subsequent to our initial business combination, (x) the reported last sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a transaction after our initial business combination which results in all of our shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

Preference Shares

The memorandum and articles of association authorize 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. The board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the shareholders and could have anti-takeover effects. The ability of the board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of the company or the removal of existing management. We have no preference shares issued and outstanding as at the date of this Report. Although we do not currently intend to issue any preference shares, we cannot assure investors that we will not do so in the future. No preference shares were issued in our initial public offering.

Register of Members

Under Cayman Islands law, we must keep a register of members and there will be entered therein:

the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;

the date on which the name of any person was entered on the register as a member; and

the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of our initial public offering, the register of members was immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Redeemable Warrants

Public Shareholders’ Warrants

Each whole warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering and 30 days after the completion of our initial business combination.

The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue Class A Ordinary Shares upon exercise of a warrant unless Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Shares underlying such unit.

We are not registered the Class A Ordinary Shares issuable upon exercise of the warrants. However, we have agreed that we will use our best efforts to file with the SEC a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, we may call the warrants for redemption:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and

if, and only if, the reported last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days following the closing of the business combination and ending three business days before we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of Ordinary Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such Ordinary Shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A Ordinary Shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.

No fractional Class A Ordinary Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A Ordinary Shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A Ordinary Shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the

Class A Ordinary Shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the Class A Ordinary Shares outstanding immediately after giving effect to such exercise.

If the number of outstanding Class A Ordinary Shares is increased by a share dividend payable in Class A Ordinary Shares, or by a split-up of Class A Ordinary Shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Class A Ordinary Shares.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A Ordinary Shares on account of such Class A Ordinary Shares (or other shares of our capital share into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A Ordinary Shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A Ordinary Shares in connection with a shareholder vote to amend our memorandum and articles of association (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our Class A Ordinary Shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A Ordinary Shares in respect of such event.

If the number of our outstanding Class A Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A Ordinary Shares.

Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A Ordinary Shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A Ordinary Shares so purchasable immediately thereafter.

The warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the Report, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.

In addition, if for capital raising purposes related to the closing of an initial business combination: (i) we issue equity or equity-linked securities at an issue price or with an exercise or conversion price, of less than

$10.00 per Ordinary Share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); or (ii) the target entity of our initial business combination issues equity or equity-linked securities which, following the closing of the business combination, entitles the holder to receive equity or equity-linked securities of the combined company at an issue price or with an exercise or conversion price of less than the minimum issue price; or (iii) we, the sponsor or the target entity of our initial business combination, directly or indirectly, enters into an arrangement to transfer to any third-party investor securities, cash or other property to effectively reduce the issue price, or exercise price or conversion price, as applicable, to a price less than the minimum issue price, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (x) the volume weighted average reported last sale price of the shares of the combined company on the principal market on which the shares are then traded during the measurement period of the 30 consecutive trading days commencing 150 days following the closing of the business combination and (y) $3.00; provided, however, that in no case may the adjusted warrant exercise price be greater than $11.50. In addition, in the event the exercise price of the warrants is adjusted as provided above, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the adjusted warrant exercise price plus $6.50.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A Ordinary Shares and any voting rights until they exercise their warrants and receive Class A Ordinary Shares. After the issuance of Class A Ordinary Shares upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.

Exclusive Forum

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. There is uncertainty as to whether a court would enforce such exclusive forum provision. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Post IPO Warrants

In connection with or following the consummation of our initial business combination, we may issue additional warrants which shall have the same terms and be in the same form as the public warrants.

Placement Shares

Except as described below, the placement shares are identical to the Class A Ordinary Shares sold in our initial public offering.

Holders of our placement shares are entitled to certain registration rights.

In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share (which, for example, would result in the holders being issued 150,000 shares if $1,500,000 of notes were so converted), at the option of the lender. Such shares would be identical to the placement shares. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

Our sponsor has agreed not to transfer, assign or sell any of the placement shares until the date that is 30 days after the date we complete our initial business combination, except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsor.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to any placement shares held by them in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to any placement shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any placement shares held by them if we fail to complete our initial business combination within 18 months from the closing of our initial public offering.

Pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any placement shares held by them in favor of our initial business combination. If we submit our initial business combination to our public shareholders for a vote, we will complete our initial business combination only if approved as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination. As a result, in the event that all outstanding shares are present at a shareholders’ meeting held to vote on our initial business combination, in addition to our sponsor’s founder shares and our sponsor’s placement shares, we would need only 4,072,251 or 35.2%, of the 11,557,500 Class A Ordinary Shares sold in our initial public offering and in the private placement to the representative in connection with our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that

capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

Our Memorandum and Articles of Association

Our memorandum and articles of association adopted on October 27, 2021, as amended and restated on December 3, 2021 and as further amended and restated on May 4, 2023, includes provisions to the following effect:

Objectives

Our objectives are:

to participate in, finance or hold any other interest in, or to conduct the management of, other legal entities, partnerships or enterprises, in each case with a commercial purpose;

to furnish guarantees, provide security, warrant performance or in any other way assume liability, whether jointly and severally or otherwise, for or in respect of obligations of group companies or other parties;

to borrow, to lend and to raise funds, including the issue of bonds, promissory notes or other securities;

to render advice and services to group companies and to third parties;

to acquire, to manage, to exploit and to alienate property, including registered property, and items of property in general;

to trade in currencies, securities and items of property in general;

to develop, manage, exploit and trade in patents, trademarks, licenses, knowhow, copyrights, data base rights and other intellectual property rights;

to perform any and all activities of an industrial, financial or commercial nature; and

to do anything which, in the widest sense of the words, is connected with or may be conducive to the attainment of these objects.

Our objects are unrestricted under Cayman Islands law and we have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands provided that we shall not be permitted to trade in the Cayman Islands with any person, firm or corporation except in furtherance of our business carried on outside the Cayman Islands.

Limited liability

We were incorporated and registered in the Cayman Islands on October 27, 2021 as an exempted company with limited liability.

Shareholder meetings

General meetings may be (but shall not be required to be) held. Additional extraordinary general meetings may also be held whenever considered appropriate by the board of directors or the co-CEOs. Shareholders shall not have the ability to call general meetings, including additional extraordinary general meetings.

Each Ordinary Share confers the right on the holder to cast one vote at the general meeting. Shareholders may vote in person or by proxy. The quorum will be shareholders holding a majority of issued and outstanding Ordinary Shares having the right to vote on the subject of the meeting present in person or by proxy. At any meeting, each Shareholder who is present in person or by proxy will have one vote on a show of hands and on a poll will have one vote for every share held.

Business Combination

We were incorporated for the purpose of completing the business combination with a target business that operates in the aerospace and deep technology with a focus on aerospace data analytics sector (though our efforts will not be limited to that particular industry). If we intend to complete a business combination, it will convene a general meeting and propose the business combination be considered by shareholders at a general meeting. The resolution to effect a business combination shall require the prior approval as an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shares held by shareholders who attend and vote at a general meeting of the company to approve the business combination. If we fail to complete a business combination prior to the business combination deadline, we will cease operating for the purposes of winding up, redeem the units and Ordinary Shares and commence liquidation in accordance.

The business combination shareholders’ meeting shall be convened in accordance with the amended and restated memorandum and articles of association. For the purpose of the business combination shareholders’ meeting, we shall prepare and publish a shareholder circular or combined shareholder circular and prospectus (as applicable) in which we shall include an envisaged timetable and material information concerning a proposed business combination (including material information on the target business to facilitate a proper investment decision by the shareholders as regards the business combination), i.e., to the extent applicable, the following information:

In respect of the business combination:

the main terms of the proposed business combination, including conditions precedent;

the consideration due and details, if any, with respect to financing thereof;

the legal structure of the business combination, including details on potential full consolidation with the company;

the dilutive impact, if any, that the chosen legal structure of the business combination, whether by merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, may have on the Ordinary Shares;

the reasons that led the board of directors to select the proposed business combination;

the deviations (if any) from the business combination criteria described in the registration statement related to our initial public offering; and

the expected timetable for completion of the business combination.

In respect of the target business:

the name of the envisaged target;

information on the target business: description of operations, key markets, recent developments, material risks, issues and liabilities that have been identified in the context of due diligence on the target business, if any;

certain corporate and commercial information including:

share capital;

the identity of the then-current shareholders of the target business and a list of its subsidiaries;

information on the administrative, management and supervisory bodies and senior management of the target business;

any material potential conflicts of interest;

board practices;

the regulatory environment of the target business, including information regarding any governmental, economic, fiscal, monetary or political policies or factors that materially affect the target business’ operations;

important events in the development of the target’s business;

to the extent possible, information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of the target business for at least the “then-current” financial year;

information on the principal (historical) investments of the target business;

information on related party transactions;

information on any material legal and arbitration proceedings to which the target business is a party;

significant changes in the target business financial or trading position that occurred in the current financial year; and

information on the material contracts of the target business.

In respect of financial information on the target business:

certain audited historical financial information;

information on the capital resources of the target business;

information on the funding structure of the target business and any restrictions on the use of capital resources;

a statement informing the shareholders whether the working capital of the target business is sufficient for the target business’ requirements for at least 12 months following the date of the business combination shareholders’ meeting;

financial condition and operating results;

a capitalization table and an indebtedness table with the same line items as included in the tables in “Capitalization”; and

profit forecasts or estimates to the extent drawn up by or on behalf of the target business and published (if any).

Other information:

the role of the sponsor within the target business (if any) following completion of the business combination;

the details of the redemption arrangements and the relevant instructions for shareholders seeking to make use of that arrangement;

our dividend policy following the business combination; and

the composition of the board of directors and the remuneration of the members of the board of directors as envisaged following completion of the business combination.

For more details on the rules governing shareholders’ meetings in the company, see the amended and restated memorandum and articles of association.

Under the terms of our initial public offering, we must complete the business combination prior to the business combination deadline. If a proposed business combination is not approved at the business combination shareholders’ meeting, we may, (i) convene a subsequent general meeting and submit the same proposed business combination for approval, and (ii) until the expiration of the business combination deadline, continue to seek other potential target businesses, provided that, in the case of (i) or (ii) above, the business combination must always be completed prior to the business combination deadline.

The determination of our post- business combination strategy and whether any of the members of the management team will remain with the post-business combination entity and on what terms will be made at or prior to the time of the business combination.

Voting Rights

Decisions of the general meeting are taken by a simple majority of votes cast, except where Companies Act or the amended and restated memorandum and articles of association provide for a matter to be approved by special resolution in which instance the resolution will be required to be passed by a majority of two-thirds of those in attendance and entitled to vote on the applicable matter. Any resolution in writing in place of a meeting is required to be signed by all shareholders of the applicable class.

Each shareholder will be entitled to one vote for each Ordinary Share held of record on all matters to be voted on by shareholders.

The warrant holders do not have the rights or privileges of shareholders and any voting rights until they exercise their warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the warrants, each warrant holder will be entitled to one vote for each Ordinary Share held of record on all matters to be voted on by shareholders. No fractional warrants will be issued upon redemption of the units and only whole warrants will trade.

Amendment of Memorandum and Articles of Association

An amendment of the memorandum and articles of association would require a special resolution passed by majority of two-thirds entitled to vote and in attendance at a general meeting of our shareholders or a written resolution of all shareholders entitled to vote on such matter.

Liquidation and Dissolution

Under the memorandum and articles of association, the company may be liquidated by a special resolution of shareholders having the right to vote at the applicable time in accordance with the Companies Act.

Upon a liquidation of the company, to the extent that any surplus assets remain after payment of all debts, those assets shall be distributed to the shareholders in the following order: (i) first, to the fullest extent possible, the repayment of the nominal value of each Ordinary Share to the shareholders pro rata to their respective ordinary shareholdings; (ii) second, to the fullest extent possible, an amount per Ordinary Share to shareholders equal to the share premium amount that was included in the subscription price (excluding nominal value) per Ordinary Share set on the initial issuance of Ordinary Shares; (iii) third, to the fullest extent possible, the repayment of the nominal value of each founder share to the holders of founder shares pro rata to their respective shareholdings; (iv) fourth, to the fullest extent possible, an amount per founder share equal to the share premium amount that was included in the subscription price (excluding nominal value) per founder share set on the initial issuance of the founder shares; and (v) finally, the distribution of any liquidation surplus remaining to the holders of shares pro rata to the number of shares held by each shareholder.

The sponsor, officers and directors have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete a business combination by the business combination deadline (although they will be entitled to liquidating distributions from the trust account with respect to any Ordinary Shares they hold if we fail to complete a business combination within the prescribed time frame).

Appointment, Retirement and Removal of Directors

There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual general meetings or extraordinary general meetings to appoint directors. We may not hold an annual general meeting to elect new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by the vote of a majority of the remaining directors.

Remuneration of Directors

Remuneration of Executive Directors

The executive directors are not entitled to cash remuneration or compensation prior to completion of a business combination.

The remuneration of the executive directors following a business combination, if any, shall be disclosed in the shareholder circular or combined shareholder circular and prospectus (as applicable) published in connection with the business combination shareholders’ meeting.

Non-executive directors

The remuneration of the non-executive directors following a business combination, if any, shall be disclosed in the shareholder circular or combined shareholder circular and prospectus (as applicable) published in connection with the business combination shareholders’ meeting.

Indemnification of Directors and Officers

The amended and restated memorandum and articles of association contains indemnification provisions for the Directors of the Company.

Proceedings of the Board

Our co-CEOs and other directors are charged primarily with our day-to-day business and operations and the implementation of our strategy. The directors are charged primarily with the supervision of the performance of the duties of the board of directors. Each director has joint and several liability for the actions of each other director. In performing their duties, the directors shall be guided by what is in the best interests of the company. The amended and restated memorandum and articles of association provides that meetings of the board of directors shall be at the discretion of the board of directors. Resolutions of the board of directors are adopted with a simple majority, except for resolutions in writing which require unanimity.

Securities Eligible for Future Sale

As of April 16, 2024, we have 14,970,500 Ordinary Shares outstanding. Of these shares, the 11,500,000 are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 2,875,000 founder shares and all 595,500 placement shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and the Class B Ordinary Shares and placement shares are subject to transfer restrictions. These restricted securities will be entitled to registration rights as more fully described below under “— Registration Rights.”

Rule 144

Pursuant to Rule 144, a person who has beneficially owned our restricted ordinary shares and warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned our restricted ordinary shares for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

1% of the total number of Class A Ordinary Shares then outstanding; or

the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our sponsor will be able to sell its founder shares and placement shares, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.

Registration Rights

The holders of the founder shares, placement shares and Class A Ordinary Shares that may be issued upon conversion of working capital loans, and Class A Ordinary Shares issuable upon conversion of the founder shares, are entitled to registration rights pursuant to a registration rights agreement to be signed on the effective date of our initial public offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements. We will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Cantor may not exercise their demand and “piggy-back” registration rights after five (5) and seven (7) years after the effective date of the registration statement used in connection with our initial public offering and may not exercise their demand rights on more than one occasion.

Listing of Securities

Our units, Class A Ordinary Shares and warrants are each traded on Nasdaq under the symbols “ALCYU,” “ALCY” and “ALCYW,” respectively. Our units commenced trading on May 5, 2023 and our Class A Ordinary Shares and warrants began trading on Nasdaq on June 26, 2023. The units that have not been separated into their component parts by their holders will automatically separate into their component parts and will not be traded following the completion of our initial business combination.