SEC Comment Letter 0000000000-23-004363 to Alchemy Investments Acquisition Corp 1 (ALCY)
Alchemy Investments Acquisition Corp 1
Date: April 28, 2023 · CIK: 0001901336 · Accession: 0000000000-23-004363
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268659
Letter
United States securities and exchange commission logo April 28, 2023 Mattia Tomba Co-Chief Executive Officer Alchemy Investments Acquisition Corp 1 850 Library Avenue, Suite 204-F Newark, DE 19711 Re:Alchemy Investments Acquisition Corp 1 Amendment No. 1 to Registration Statement on Form S-1 Filed April 5, 2023 File No. 333-268659 Dear Mattia Tomba: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed April 5, 2023 Risk Factors, page 33 1.Please include a risk factor that describes the potential material effect on your shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with: •liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code, •extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC or liquidates, and
FirstName LastNameMattia Tomba Comapany NameAlchemy Investments Acquisition Corp 1 April 28, 2023 Page 2 FirstName LastName Mattia Tomba Alchemy Investments Acquisition Corp 1 April 28, 2023 Page 2 •de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Tamar Donikyan, Esq.
Show Raw Text
United States securities and exchange commission logo
April 28, 2023
Mattia Tomba
Co-Chief Executive Officer
Alchemy Investments Acquisition Corp 1
850 Library Avenue, Suite 204-F
Newark, DE 19711
Re:Alchemy Investments Acquisition Corp 1
Amendment No. 1 to Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-268659
Dear Mattia Tomba:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed April 5, 2023
Risk Factors, page 33
1.Please include a risk factor that describes the potential material effect on your
shareholders of the stock buyback excise tax enacted as part of the Inflation Reduction
Act in August 2022. If applicable, include in your disclosure that the excise tax could
reduce the trust account funds available to pay redemptions or that are available to the
combined company following a de-SPAC. Describe the risks of the excise tax applying to
redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
FirstName LastNameMattia Tomba
Comapany NameAlchemy Investments Acquisition Corp 1
April 28, 2023 Page 2
FirstName LastName
Mattia Tomba
Alchemy Investments Acquisition Corp 1
April 28, 2023
Page 2
•de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Tamar Donikyan, Esq.