ALCYHIGH SIGNALFINANCIAL10-K

ALCY announced a business combination with Cartiga while experiencing significant shareholder redemptions that substantially reduced its cash position and trust account funds.

The proposed business combination represents a major strategic pivot for this SPAC, but faces execution risk given the substantial shareholder redemptions already occurring. With 324,420 shares redeemed and nearly $3.8 million removed from the trust account, investor confidence appears mixed, and there's no assurance the combination will be completed on current terms or at all.

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

ALCY's financial position deteriorated meaningfully with cash and equivalents falling 70% to just $55,000 while current liabilities roughly doubled to $3.5 million. Share buybacks dropped from $114.4 million to $3.8 million, reflecting the redemption activity, and stockholders' equity deficit widened to -$8.5 million. The company's liquidity position appears constrained as it pursues the business combination, with operating cash flow remaining negative and total assets declining 27%.

FINANCIAL STATEMENT CHANGES
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.
As a result, $3,791,334 (or approximately $11.68 per share) was removed from the ALCY s trust account to pay such redeeming shareholders, without taking into account additional allocation of payments to cover any tax obligation of ALCY since that date.
After redemptions, approximately $8,619,296 will remain in the Company s trust account.
On October 31, 2024 ALCY held the annual general meeting (the Annual Meeting ).
After the redemptions, approximately $11,634,723 remained in ALCY s trust account.
Our group of independent directors provide public company governance, executive leadership, operational oversight, private equity investment management and capital markets experience.
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.
Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.
We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
We have until September 9, 2025, so long as the Company deposits $30,000 each month, to consummate our initial business combination.
We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.
Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination.
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