Alchemy Investments Acquisition Corp 1 Sample Contracts
FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2022, by and between ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”). RECITALSIndemnification Agreement • December 2nd, 2022 • Alchemy Investments Acquisition Corp 1 • Blank checks • Delaware
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2023 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 4, 2023 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 4, 2023, is by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 4, 2023, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between ALCHEMY INVESTMENTS ACQUISITION CORP 1 and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: May 4, 2023 ALCHEMY INVESTMENTS ACQUISITION CORP 1 UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
The undersigned, Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 2nd, 2022 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Alchemy DeepTech Capital LLC, a Delaware limited liability company (the “Purchaser”).
Alchemy Investments Acquisition Corp 1 Newark, DE 19711 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 5th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of May 4, 2023 (as it may from time to time be amended, this “Agreement”), is entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).
SUPPORT AGREEMENTSupport Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Buyer”) and the members of the Company listed on Schedule A hereto (“Securityholders”). Capitalized terms used but not defined herein are used as they are defined in the Business Combination Agreement (as defined below).
TAX RECEIVABLE AGREEMENT among CARTIGA HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2025 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2025, is hereby entered into by and among Cartiga Holdings, Inc., a Delaware corporation (“PubCo”), Cartiga, LLC, a Delaware limited liability company (the “Company”), each Person identified on Schedule A hereto (the “TRA Parties”) and the TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
Alchemy Investments Acquisition Corp 1 Newark, DE 19711 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units
SUPPORT AND NON-REDEMPTION AGREEMENTSupport and Non-Redeemtion Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of August 22, 2025, by and among Cartiga, LLC, a Delaware limited liability company (the “Company”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Buyer”) and the shareholders of the Parent listed on Schedule A hereto (“Securityholders”). Capitalized terms used but not defined herein are used as they are defined in the Business Combination Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August 22, 2025, by and between the undersigned stockholder (the “Holder”), Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (“Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation (“PubCo”), and Cartiga, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
DATED AS OF CARTIGA, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARTIGA, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [●], 2025 (the “Effective Date”), by and among each Person listed as a Unitholder (as defined herein) on Schedule A (as amended from time to time as provided herein) and each Person who may from time to time become a party to this Agreement in accordance with the terms of the Agreement and the Acts. Each capitalized term utilized in this Agreement shall have the meaning ascribed to such term in ARTICLE II except as otherwise expressly set forth herein.
EXCHANGE AGREEMENTExchange Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2025, by and among Cartiga Holdings, Inc., a Delaware corporation (the “Corporation”), Cartiga, LLC, a Delaware limited liability company (together with any successor thereto, “OpCo”), and the Unitholders from time to time party hereto.
AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (“PubCo”), Cartiga, LLC, a Delaware limited liability company (the “Company”), the undersigned parties listed under Existing Holders on the signature pages hereto who are parties to the Original Agreement (as defined below, and such parties, the “Existing Holders”), and the undersigned parties hereto listed under Additional Holders on the signature pages hereto (each such party, together with the Existing Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
ALCHEMY INVESTMENTS ACQUISITION CORP 1 Newark, DE 19711Administrative Services Agreement • May 9th, 2023 • Alchemy Investments Acquisition Corp 1 • Blank checks
This letter agreement (this “Agreement”) by and between Alchemy Investments Acquisition Corp 1 (the “Company”) and Alchemy Investment Management LLC (the “Alchemy Investment”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT dated August 22, 2025 by and among ALCHEMY INVESTMENTS ACQUISITION CORP 1, a Cayman Islands exempted company limited by shares, as the Parent, ALCHEMY ACQUISITION HOLDINGS, INC., a Delaware corporation, as the Buyer,...Business Combination Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of August 22, 2025, by and among Alchemy Investments Acquisition Corp 1, a Cayman Islands exempted company limited by shares (the “Parent”), Alchemy Acquisition Holdings, Inc., a Delaware corporation and wholly-owned Subsidiary of the Parent (“Buyer”), Alchemy Merger Sub, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Buyer (the “Newco”), Cartiga, LLC, a Delaware limited liability company (the “Company”) and Halle Benett, as the Sellers’ Representative (as defined below). Each of the Parent, the Buyer, Newco, the Company and the Sellers’ Representative is also referred to herein as a “Party” and collectively, the “Parties”.
ALCHEMY INVESTMENTS ACQUISITION CORP 1 Newark, DE 19711Administrative Services Agreement • December 2nd, 2022 • Alchemy Investments Acquisition Corp 1 • Blank checks • New York
This letter agreement (this “Agreement”) by and between Alchemy Investments Acquisition Corp 1 (the “Company”) and Alchemy Investment Management LLC (the “Alchemy Investment”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SHAREHOLDERS AGREEMENTShareholders Agreement • August 25th, 2025 • Alchemy Investments Acquisition Corp 1 • Blank checks • Delaware
THIS SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], is made by and among Cartiga Holdings, Inc., a Delaware corporation (the “Company”), Cartiga, LLC, a Delaware limited liability company (“OpCo”), and the stockholders that are or become signatories hereto (each a “Stockholder” and collectively, the “Stockholders”).