|
Cayman Islands
(State or other jurisdiction of incorporation or organization)
|
| |
6770
(Primary Standard Industrial Classification Code Number)
|
| |
N/A
(I.R.S. Employer Identification Number)
|
|
|
Tamar Donikyan, Esq.
Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 (212) 446-4800 |
| |
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
|
|
Large accelerated filer
|
| | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | |
Per Unit
|
| |
Total
|
| ||||||
| | |
($)
|
| |||||||||
Public offering price
|
| | | | 10.00 | | | | | | 100,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | | 0.65 | | | | | | 6,500,000 | | |
Proceeds, before expenses, to Alchemy Investments Acquisition Corp 1
|
| | | | 9.35 | | | | | | 93,500,000 | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 35 | | | |
| | | | 60 | | | |
| | | | 61 | | | |
| | | | 66 | | | |
| | | | 67 | | | |
| | | | 69 | | | |
| | | | 71 | | | |
| | | | 79 | | | |
| | | | 111 | | | |
| | | | 119 | | | |
| | | | 122 | | | |
| | | | 125 | | | |
| | | | 141 | | | |
| | | | 143 | | | |
| | | | 147 | | | |
| | | | 159 | | | |
| | | | 170 | | | |
| | | | 171 | | | |
| | | | 172 | | | |
| | | | F-1 | | | |
| | | | F-2 | | |
|
Public shares
|
| | | | 10,000,000 | | |
|
Founder shares(1)
|
| | | | 3,500,000 | | |
|
Total shares
|
| | | | 13,500,000 | | |
|
Total funds in trust available for initial business combination (less deferred underwriting commissions)
|
| | | $ | 97,500,000 | | |
|
Initial implied value per public share
|
| | | $ | 10.20 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 7.22 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
From offering
|
| | | $ | 100,000,000 | | | | | | 115,000,000 | | |
From private placement
|
| | | | 5,930,000 | | | | | | 6,530,000 | | |
Total gross proceeds
|
| | | | 105,930,000 | | | | | | 121,530,000 | | |
Offering expenses(1) | | | | | | | | | | | | | |
Underwriting discount (2.0% of gross proceeds from offering, excluding deferred fee of 4.5% of gross proceeds from
offering)(2) |
| | | | 2,000,000 | | | | | | 2,300,000 | | |
Legal fees and expenses
|
| | | | 350,000 | | | | | | 350,000 | | |
Nasdaq listing and filing fees (including deferred amount)(3)
|
| | | | 75,000 | | | | | | 75,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 70,000 | | | | | | 70,000 | | |
Audit fees and expenses
|
| | | | 100,000 | | | | | | 100,000 | | |
SEC and FINRA expenses
|
| | | | 30,423 | | | | | | 30,423 | | |
Miscellaneous expenses
|
| | | | 49,577 | | | | | | 49,577 | | |
Total offering expenses (not including underwriting discounts and commissions)
|
| | | | 715,000 | | | | | | 715,000 | | |
Net proceeds of the offering and private placement(4) | | | | | | | | | | | | | |
Held in trust(5)
|
| | | | 102,000,000 | | | | | | 117,300,000 | | |
% of public offering size
|
| | | | 102% | | | | | | 102% | | |
Not held in trust
|
| | | | 1,215,000 | | | | | | 1,215,000 | | |
Total net proceeds (including commissions paid on the offering but
excluding deferred underwriting discounts and commissions) |
| | | | 103,215,000 | | | | | | 118,515,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection
with any business combination |
| | | $ | 220,000 | | | | | | 18% | | |
Director & Officer liability insurance premiums
|
| | | | 600,000 | | | | | | 49% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 160,000 | | | | | | 13% | | |
Expenses for office space, utilities, administrative and other support services(3)
|
| | | | 150,000 | | | | | | 15% | | |
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves
|
| | | | 85,000 | | | | | | 5% | | |
Total
|
| | | | 1,215,000 | | | | | | 100% | | |
| | |
No exercise of
over-allotment option |
| |
Exercise of over-allotment
option in full |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.18) | | | | | | (0.18) | | |
Decrease attributable to public shareholders and sale of the placement shares
|
| | | | (0.65) | | | | | | (0.66) | | |
Pro forma net tangible book value after this offering
|
| | | | (0.83) | | | | | | (0.84) | | |
Dilution to public shareholders
|
| | | | 10.83 | | | | | | 10.84 | | |
Percentage of dilution to public shareholders
|
| | | | 108.3% | | | | | | 108.4% | | |
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
Average
Price Per Share |
| |||||||||||||||
Class B ordinary shares(1)(2)
|
| | | | 3,500,000 | | | | | | 24.8% | | | | | $ | 50,000 | | | | | | 0.047% | | | | | $ | 0.014 | | |
Private Placement Shares
|
| | | | 543,000 | | | | | | 3.9% | | | | | | 5,430,000 | | | | | | 5.124% | | | | | | 10.00 | | |
Representative shares
|
| | | | 50,000 | | | | | | 0.4% | | | | | | 500,000 | | | | | | 0.472% | | | | | | 10.00 | | |
Public Shares
|
| | | | 10,000,000 | | | | | | 71.0% | | | | | | 100,000,000 | | | | | | 94.357% | | | | | $ | 10.00 | | |
| | | | | 14,093,000 | | | | | | 100.0% | | | | | $ | 105,980,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Numerator:
|
| | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (728,568) | | | | | $ | ((728,568) | | |
Net proceeds from this offering and sale of the placement shares,
net of expenses(1) |
| | | | 103,215,000 | | | | | | 118,515,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
|
| | | | 769,818 | | | | | | 769,818 | | |
Less: Overallotment liability
|
| | | | (135,000) | | | | | | — | | |
Less: Deferred underwriting commissions
|
| | | | (4,500,000) | | | | | | (5,175,000) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (102,000,000) | | | | | | (117,300,000) | | |
| | | | $ | (3,378,750) | | | | | $ | (3,918,750) | | |
Denominator: | | | | | | | | | | | | | |
Class B Ordinary Shares outstanding prior to this offering
|
| | | | 4,025,000 | | | | | | 4,025,000 | | |
Class B Ordinary Shares forfeited if over-allotment is not
exercised |
| | | | (525,000) | | | | | | — | | |
Class A Ordinary Shares included in the units offered
|
| | | | 10,000,000 | | | | | | 11,500,000 | | |
Private Placement Shares
|
| | | | 543,000 | | | | | | 595,500 | | |
Representative Shares
|
| | | | 50,000 | | | | | | 57,500 | | |
Less: Shares subject to redemption
|
| | | | (10,000,000) | | | | | | (11,500,000) | | |
| | | | | 4,093,000 | | | | | | 4,678,000 | | |
| | |
September 30, 2022
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Notes payable to related party(1)
|
| | | $ | 262,049 | | | | | $ | — | | |
Overallotment liability(2)
|
| | | | — | | | | | | 135,000 | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 4,500,000 | | |
Class A Ordinary Shares, $0.0001 par value, 479,000,000 shares authorized;
-0- and 10,000,000 ordinary shares are subject to possible redemption, actual and as adjusted, respectively(3) |
| | | | — | | | | | $ | 102,000,000 | | |
Shareholder’s Equity (Deficit) | | | | | | | | | | | | | |
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Ordinary Shares: | | | | | | | | | | | | | |
Class A Ordinary Shares, $0.0001 par value, 479,000,000 shares authorized; -0- and 593,000 shares issued and outstanding (excluding -0- and 10,000,000 shares subject to possible redemption), actual and as adjusted, respectively
|
| | | | — | | | | | | 59 | | |
Class B Ordinary Shares, $0.0001 par value, 20,000,000 shares authorized, 4,025,000 and 3,500,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 402 | | | | | | 350 | | |
Additional paid-in capital
|
| | | | 49,598 | | | | | | — | | |
Accumulated deficit
|
| | | | (8,750) | | | | | | (3,379,159) | | |
Total shareholder’s equity (deficit)
|
| | | | 41,250 | | | | | | (3,378,750) | | |
Total capitalization
|
| | | $ | 303,299 | | | | | $ | 103,256,251 | | |
|
Type of Transaction
|
| |
Whether Shareholder
Approval is Required |
|
| Purchase of assets | | |
No
|
|
| Purchase of share of target not involving a merger with the company | | |
No
|
|
| Merger of target into a subsidiary of the company | | |
No
|
|
| Merger of the company with a target | | |
Yes
|
|
| | |
Redemptions in Connection
with our Initial business combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial business combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per public share), 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 limitation that no redemptions will take place if all of the redemptions would | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Actor a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at | | | If we are unable to complete our initial business combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.20 per public share) 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. | |
| | |
Redemptions in Connection
with our Initial business combination |
| |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
| |
Redemptions if we fail to
Complete an Initial business combination |
|
| | | cause any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed initial business combination. | | | the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $102,000,000 of the net proceeds of this offering and the sale of the placement shares will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $84,150,000 of the offering proceeds would be deposited into either a trust account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $102,000,000 of the net offering proceeds and the sale of the placement shares held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds
|
| | Interest on proceeds from the trust account to be paid to | | | Interest on funds in trust account would be held for the sole benefit | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | We expect the units will begin trading on or promptly after the date of this prospectus. The Class A Ordinary Shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the units or the underlying Class A Ordinary Shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of (i) one (1) year after the date that the registration statement for this offering is declared effective by the SEC and | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | (ii) 30 days after the consummation by the company of a business combination. | | | would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public 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 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), upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirements to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirements and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated 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 which will 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. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if it elects to remain a shareholder of the company or require the return of its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or trust account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the trust account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | solicitation pursuant to the proxy 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. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. 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. | | | | |
Business combination deadline
|
| | If we are unable to complete an initial business combination within 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of 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 | | | If a business combination has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or trust account are returned to investors. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | 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. | | | | |
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | 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 amended and restated memorandum and articles of association will provide that a public shareholder (including our affiliates), 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 seeking redemption rights with respect to Excess Shares (more than an aggregate of 15% of the public shares sold in this offering), without our prior consent. Our public shareholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell any Excess Shares in open market transactions. | | | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Tendering share certificates in connection with redemption rights
|
| | We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the proxy material on the proposal to approve the initial business combination, or to deliver their shares to the transfer agent | | | In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed initial business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such shareholders to | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | electronically using DTC’s DWAC System, at the holder’s option. The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to the date set forth in on the proxy material to tender its shares if it wishes to seek to exercise its redemption rights. | | | arrange for them to deliver their certificate to verify ownership. | |
Release of funds
|
| | Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations and up to $100,000 of interest that may be used for our dissolution expenses, the proceeds held in the trust account will not be released until the earliest to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend 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 15 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of 100% of our public shares if we are unable to complete an initial business | | | The proceeds held in the trust account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | combination within the required time frame (subject to the requirements of applicable law). On the completion of our initial business combination, all amounts held in the trust account will be released to us, less amounts released to a separate account controlled by the trustee for disbursal to redeeming shareholders. We will use these funds to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. | | | | |
Name
|
| |
Age
|
| |
Position
|
|
Steven M. Wasserman | | |
57
|
| | Non-Executive Chairman | |
Mattia Tomba | | |
44
|
| | Co-Chief Executive Officer and Director | |
Vittorio Savoia | | |
35
|
| | Co-Chief Executive Officer and Director | |
Debbie S. Zoldan | | |
57
|
| | Independent Director | |
Pablo Terpolilli | | |
54
|
| | Independent Director | |
Individual(1)
|
| |
Entity(2)
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Steven M. Wasserman | | |
MSP Sports
Capital, L.P. |
| | Sports Investments | | | Principal | |
| | |
byNordic
Acquisition Corporation |
| | Special Purpose Acquisition Company | | | Director | |
Mattia Tomba | | | Tradeteq | | | Fintech | | | Founding Investor and Head of International Markets | |
| | |
M&M Investments
Pte. Ltd. |
| | Holding Company | | | Partner | |
Vittorio Savoia | | | FIDES S.R.L. | | | Investment and Advisory Group | | | Founder and Managing Director | |
Debbie S. Zoldan | | |
Seaport
Securities Corp. |
| | Finance | | | Chief Compliance Officer, Chief Operating Officer and Partner | |
Pablo Terpolilli | | |
Valuable
Insights |
| | Consulting | | | Director | |
| | | PACT-AM | | | Advisor and Sponsor | | | Founder | |
| | | vabble Ltd. | | | IT Services | | | Founder, Director, and Chief Executive Officer | |
| | |
Before Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| |
Number of
Shares Beneficially Owned(3) |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
Alchemy DeepTech Capital LLC(4)
|
| | | | 4,025,000 | | | | | | 100.0% | | | | | | 4,043,000 | | | | | | 28.69% | | |
Mattia Tomba (co-CEO)(4)
|
| | | | 4,025,000 | | | | | | 100.0% | | | | | | 4,043,000 | | | | | | 28.69% | | |
Vittorio Savoia (co-CEO)(4)
|
| | | | 4,025,000 | | | | | | 100.0% | | | | | | 4,043,000 | | | | | | 28.69% | | |
Steven M. Wasserman(4)
|
| | | | 4,025,000 | | | | | | 100.0% | | | | | | 4,043,000 | | | | | | 28.69% | | |
Debbie S. Zoldan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Pablo Terpolilli
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a group
(5 individuals)(3) |
| | | | 4,025,000 | | | | | | 100.0% | | | | | | 4,043,000 | | | | | | 28.69% | | |
Underwriter
|
| |
Number of Units
|
| |||
Cantor Fitzgerald & Co.
|
| | | | | | |
Total
|
| | | | 10,000,000 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Public Offering Price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | | | | $ | 100,000,000 | | | | | $ | 115,000,000 | | |
Underwriting Discounts and Commissions paid by us(1)
|
| | | | 0.65 | | | | | | 0.65 | | | | | | 6,500,000 | | | | | | 7,475,000 | | |
Proceeds, before expenses, to us
|
| | | | 9.35 | | | | | | 9.35 | | | | | | 93,500,000 | | | | | | 107,525,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
| | | | F-8 | | |
| | |
September 30, 2022
(Unaudited) |
| |
As of
December 31, 2021 |
| ||||||
ASSETS: | | | | | | | | | |||||
Deferred offering costs associated with proposed public offering
|
| | | $ | 769,818 | | | | | $ | 407,516 | | |
Total Assets
|
| | |
|
769,818
|
| | | |
|
407,516
|
| |
LIABILITIES AND SHAREHOLDER’S EQUITY: | | | | | | | | | |||||
Current liabilities: | | | | | | | | | |||||
Accrued offering and formation costs
|
| | | | 466,519 | | | | | | 203,956 | | |
Notes payable to related party
|
| | | | 262,049 | | | | | | 162,310 | | |
Total Current Liabilities
|
| | |
|
728,568
|
| | | |
|
366,266
|
| |
Commitments and Contingencies (Note 5) | | | | | | | | | |||||
Shareholder’s Equity: | | | | | | | | | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued and outstanding |
| | | | — | | | | | | — | | |
Class A Ordinary Shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class B Ordinary Shares, $0.0001 par value; 20,000,000 shares authorized; 4,025,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively(1)(2)
|
| | | | 402 | | | | | | 402 | | |
Additional paid-in capital
|
| | | | 49,598 | | | | | | 49,598 | | |
Accumulated deficit
|
| | | | (8,750) | | | | | | (8,750) | | |
Total Shareholder’s Equity
|
| | | | 41,250 | | | | | | 41,250 | | |
Total Liabilities and Shareholder’s Equity
|
| | | $ | 769,818 | | | | | $ | 407,516 | | |
| | |
For the
Nine Months Ended September 30, 2022 (Unaudited) |
| |
For the
period from October 27, 2021 (inception) through December 31, 2021 |
| ||||||
Formation and operating costs
|
| | | $ | (—) | | | | | $ | (8,750) | | |
Net loss
|
| | | | (—) | | | | |
|
(8,750)
|
| |
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 3,500,000 | | | | | | 3,500,000 | | |
Basic and diluted net loss per share
|
| | | $ | (—) | | | | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | — | | | | | $ | — | | | | | | 4,025,000 | | | | | $ | 402 | | | | | $ | 49,598 | | | | | $ | (8,750) | | | | | $ | 41,250 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of March 31, 2022
(unaudited) |
| | | | — | | | | | | — | | | | | | 4,025,000 | | | | | | 402 | | | | | | 49,598 | | | | | | (8,750) | | | | | | 41,250 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of June 30, 2022
(unaudited) |
| | | | — | | | | | | — | | | | | | 4,025,000 | | | | | | 402 | | | | | | 49,598 | | | | | | (8,750) | | | | | | 41,250 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of September 30, 2022 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 4,025,000 | | | | | $ | 402 | | | | | $ | 49,598 | | | | | $ | (8,750) | | | | | $ | 41,250 | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of October 27, 2021 (inception)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of ordinary shares to
Sponsor(1) |
| | | | — | | | | | | — | | | | | | 4,025,000 | | | | | | 402 | | | | | $ | 49,598 | | | | | | — | | | | | | 50,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,750) | | | | | | (8,750) | | |
Balance as of December 31, 2021
|
| | | | — | | | | | $ | — | | | | | | 4,025,000 | | | | | $ | 402 | | | | | $ | 49,598 | | | | | $ | (8,750) | | | | | $ | 41,250 | | |
| | |
For the
Nine Months Ended September 30, 2022 (Unaudited) |
| |
For the period
October 27, 2021 (inception) through December 31,2021 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | |||||
Net Loss:
|
| | | $ | (—) | | | | | $ | (8,750) | | |
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| | | | | | | | |||||
Payment of formation costs through issuance of ordinary shares to Sponsor
|
| | | | — | | | | | $ | 8,750 | | |
Net cash provided by operating activities
|
| | | | — | | | | | | — | | |
Net increase in cash
|
| | | | — | | | | | | — | | |
Cash – beginning of the period
|
| | | | — | | | | | | — | | |
Cash – end of the period
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of noncash financing activities: | | | | | | | | | |||||
Deferred offering costs included in accrued offering and formation costs
|
| | | $ | 262,563 | | | | | $ | 203,956 | | |
Deferred offering costs paid through notes payable to related party
|
| | | $ | 99,739 | | | | | $ | 162,310 | | |
Deferred offering cost paid by Sponsor in exchange for founder shares
|
| | | $ | — | | | | | $ | 41,250 | | |
|
SEC/FINRA Expenses
|
| | | $ | 30,423 | | |
|
Accounting fees and expenses
|
| | | $ | 70,000 | | |
|
Audit fees and expenses
|
| | | | 100,000 | | |
|
Printing and engraving expenses
|
| | | $ | 40,000 | | |
|
Legal fees and expenses
|
| | | $ | 350,000 | | |
|
Nasdaq listing and filing fees
|
| | | $ | 75,000 | | |
|
Miscellaneous
|
| | | $ | 49,577 | | |
|
Total
|
| | | $ | 715,000 | | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Steven M. Wasserman
Steven M. Wasserman
|
| | Non-Executive Chairman | | |
December 2, 2022
|
|
|
/s/ Mattia Tomba
Mattia Tomba
|
| |
Co-Chief Executive Officer
(co-principal executive officer and principal financial officer) |
| |
December 2, 2022
|
|
|
/s/ Vittorio Savoia
Vittorio Savoia
|
| |
Co-Chief Executive Officer
(co-principal executive officer) |
| |
December 2, 2022
|
|
|
/s/ Debbie S. Zoldan
Debbie S. Zoldan
|
| | Director | | |
December 2, 2022
|
|
|
/s/ Pablo Terpolilli
Pablo Terpolilli
|
| | Director | | |
December 2, 2022
|
|