ALCYHIGH SIGNALRISK10-K

ALCY experienced significant shareholder redemptions ahead of a proposed business combination with Cartiga, resulting in deteriorating financials including a swing to negative net income and severely weakened cash position.

The redemption of 324,420 shares (about 7.2% of outstanding shares) and removal of $3.8M from the trust account signals shareholder skepticism about the proposed Cartiga transaction. The company's severely weakened financial position, combined with uncertainty around deal completion ("There can be no assurance that the Business Combination will be consummated"), creates meaningful execution risk for remaining shareholders.

Comparing 2026-04-09 vs 2025-04-03View on EDGAR →
FINANCIAL ANALYSIS

ALCY's financial position deteriorated significantly with net income swinging from $4.2M profit to -$1.1M loss, while cash plummeted 70% to just $55K and current liabilities nearly doubled to $3.5M. The dramatic 97% reduction in share buybacks from $114M to $3.8M reflects the trust account redemptions, while negative stockholders' equity worsened to -$8.5M. This financial deterioration, combined with minimal remaining cash, signals severe liquidity constraints and potential going concern issues for this SPAC ahead of its proposed business combination.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
-125.9%
$4.2M-$1.1M

Net income declined 125.9% — review whether driven by operations, interest costs, or non-recurring items.

Operating Cash Flow
Cash Flow
-98.3%
-$659K-$1.3M

Operating cash flow fell 98.3% — earnings quality concerns; investigate working capital changes and non-cash items.

Share Buybacks
Cash Flow
-96.7%
$114.4M$3.8M

Buyback activity reduced 96.7% — capital being redeployed elsewhere or cash conservation underway.

Current Liabilities
Balance Sheet
+92%
$1.8M$3.5M

Current liabilities surged 92% — significant near-term obligations; verify ability to meet short-term debt.

Cash & Equivalents
Balance Sheet
-69.6%
$181K$55K

Cash declined 69.6% — significant cash burn or deployment; verify adequacy of remaining liquidity runway.

Current Assets
Balance Sheet
-68%
$247K$79K

Current assets declined 68% — monitor working capital adequacy and short-term liquidity.

Stockholders Equity
Balance Sheet
-29.5%
-$6.6M-$8.5M

Equity decreased 29.5% — buybacks or losses reducing book value, monitor solvency ratios.

Total Assets
Balance Sheet
-26.5%
$12.1M$8.9M

Total assets contracted 26.5% — asset sales, write-downs, or balance sheet optimization underway.

Total Liabilities
Balance Sheet
+24%
$7.0M$8.7M

Liabilities increased 24% — monitor debt-to-equity ratio and interest coverage.

Operating Income
P&L
-19.9%
-$1.2M-$1.4M

Operating profitability softening — costs rising faster than revenue, watch for margin recovery plan.

LANGUAGE CHANGES
NEW — 2026-04-09
PRIOR — 2025-04-03
ADDED
As of April 8, 2026, there were 4,208,042 of the registrant s Class A ordinary shares, par value $0.0001 per share, and 1 of the registrant s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
Proposed Business Combination with Cartiga On August 22, 2025, we entered into a Business Combination Agreement with Cartiga, LLC ( Cartiga ) and related parties pursuant to which, among other things, we would (i) domesticate from the Cayman Islands to Delaware and (ii) complete a business combination with Cartiga (the Business Combination ).
We expect to file and/or have filed a registration statement on Form S-4 in connection with the Business Combination and to seek shareholder approval of the related proposals.
There can be no assurance that the Business Combination will be consummated on the terms currently contemplated or at all.
On September 11, 2025, 324,420 Class A ordinary shares were redeemed, leaving 4,208,042 Class A shares.
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REMOVED
As of April 2, 2025, there were 4,532,462 of the registrant s Class A ordinary shares, par value $0.0001 per share, and 1 of the registrant s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
On October 31, 2024 the Company held the annual general meeting (the Annual Meeting ).
After the redemptions, approximately $11,634,723 remained in the Company s trust account.
Our Management Team We will seek to capitalize on the experience and networks of our management team.
Wasserman, our Non-Executive Chairman, and Mattia Tomba and Vittorio Savoia, our co-CEOs, along with the other members of our management team in consummating an initial business combination.
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