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ALCUF • CIK 0001901336
We are a blank check company incorporated on October 27, 2021, as a Cayman Islands exempted company for the purpose of completing a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. We have reviewed a number of opportunities to enter into an initial business combination. While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to look at deep technology with a focus on data analytics. We plan to focus on companies acquiring, processing, analyzing, and utilizing data acquired from a variety of systems and sources. This data may be used to enable and deliver applications such as: remote sensing, telecommunications, financial trading, environmental monitoring, greenhouse gas emissions monitoring, business intelligence, precision agriculture, infrastructure monitoring, space traffic monitoring and management, data science, and their adjacent industries. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. 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 4, 2025, the ALCY held the Annual Meeting and the shareholders of the Company approved the amending the Company’s Articles of Association as a special resolution, giving the company the right to extend the date by which it has to complete a business combination on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2026, (the “Extended Date”) by placing into the trust account at Continental Stock & Transfer Company, the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share per month (which amount came to $22,126.29), until September 9, 2026 – the date by which, if ALCY has not consummated its initial Business Combination, ALCY must liquidate and dissolve. 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”). The shareholders of ALCY approved the following proposals at the Annual Meeting: (a) as a special resolution, to amend ALCY’s Articles of Association as a special resolution, to provide ALCY the right to extend the date by which it has to complete a business combination for a three month extension or until February 9, 2025, then on a month-to-month basis thereafter, as determined by the Directors in their sole discretion, until September 9, 2025, by placing $90,000 into the trust account held at Continental Stock & Transfer Company for the three month period, then $30,000 per month thereafter until September 9, 2025, (the “Charter Amendment Proposal”); and (b) as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Marcum LLP as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”). In connection with the shareholders’ vote at the Annual Meeting of shareholders held by ALCY on October 31, 2024, 10,438,037 Class A Shares were tendered for redemption, leaving 4,532,462 Class A Shares, which includes the 2,874,999 Class A shares that were issued in exchange for the Class B shares on October 22, 2024, and one Class B Share.…