ALCYF 10-K & 10-Q changes, risk factors and insider trading

We have until September 9, 20252026, so long as the lesser of $30,000 or $0.03 per monthnon-redeemed extensionpublic feeClass A ordinary share (which was $22,126.29 as of September 2025) is deposited into the Trusttrust Accountaccount each month, to completeconsummate anour initial business combination. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limits referenced above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Since the net proceeds of our initial public offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules which would, for example, completely restrict the transferability of our securities, restrict the use of interest earned on the funds held in the trust account and require us to complete a business combination within 18 months from the closing of the offering. Because we are not subject to Rule 419, our units were immediately tradable, we are entitled to withdraw amounts from the funds held in the trust account prior to the completion of a business combination and we may have more time to complete an initial business combination.

In the event that we do not consummate a business combination by September 9, 20252026, so long as the monthlylesser of $30,000 extensionor fee$0.03 per non-redeemed public Class A ordinary share (which was $22,126.29 as of September 2025) is deposited into the Trusttrust Account,account each month, the foundersfounder shares and placement shares will expire worthless.

In the event the companyCompany does not consummate a business combination by September 9, 20252026, so long as the monthlylesser of $30,000 extensionor fee$0.03 per non-redeemed public Class A ordinary share (which was $22,126.29 as of September 2025) is deposited into the Trusttrust Account,account each month, the founder shares and placement shares will expire worthless which could create an incentive for our officers and directors to complete a transaction even if the companyCompany selects an acquisition target that subsequently declines in value and is unprofitable for public investors.

We offered our units at an offering price of $10.00 per unit and the amount in our trust account was initially $10.15 per public share, implying an initial value of $10.15 per public share. However, prior to our initial public offering, our sponsor paid a nominal aggregate purchase price of $50,000 for the founder shares, or approximately $0.0116 per founder share. AsFollowing asignificant result,redemptions, the valueas of yourDecember 31, 2025 there were 737,543 public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into Class A ordinary shares.shares outstanding and $8,813,038 held in the trust account. For example,illustrative purposes, the following table shows the dilutive effect of the founder shares and placement shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $115,489,565, which is the amount we have for our initial business combination in the trust account (as of December 31, 2023i) afterdeferred paymentunderwriting discounts of $5,175,000 ofare deferredpaid underwritingat discounts,closing, (ii) no additional interest is earned on the funds held in the trust account, and (iii) no additional public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects.combination. At such valuation, each of our Ordinaryordinary Sharesshares would have an implied value of $7.71approximately $0.86 per share upon consummation of our initial business combination, which would be a 24.0%decrease decreaseof approximately 92.72% as compared to the initial impliedredemption value per public share of $10.15$11.81 (theas priceof perDecember unit31, in our initial public offering, assuming no value to the public warrants).2025.

For the year ended December 31, 2024,2025, we had a net incomeloss of $4,247,564,$1,098,247, which consisted of loss of approximately $1,192,408$1,429,215 derived from general and administrative expenses, offset by interest and dividends earned on marketable securities and interest expense of approximately $5,439,972.$330,968.

The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of December 31, 20242025 will not be sufficient to allow the Company to operate for at least one year from the date these unaudited condensedaudited financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company had until November 9, 2024 to consummate a Business Combination. If a Business Combination was not consummated by November 9, 2024, there would have been a mandatory liquidation and subsequent dissolution of the Company. The Company is in the process of identifying a potential company for an initial Business Combination but requires additional time. A general meeting was scheduled to vote upon a proposal to the Articles of Association of the Company to extend from November 9, 2024 (the “Current Termination Date”) for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025 (the “Extended Date”) – the date by which, if the Company has not consummated its initial Business Combination, the Company must liquidate and dissolve. However, there can be no assurance that the Company will be able to consummate any Business Combination by the Extended Date. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.2026.

There are both $5,175,000 of deferred underwriting feesfees, as well as an aggregate of up to $1,710,000 in promissory notes due upon the completion of the Company’s business combination.combination as of December 31, 2025.

Based upon the management evaluation of the effectiveness of our disclosure controls and procedures, our Certifying Officers concluded that, as of MarchJune 31,30, 2026, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described in Part 1, Item 4: Controls and Procedures.

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the threesix months ended MarchJune 31,30, 2026 were financing activities, organizational activities, those necessary to prepare for our Initial Public Offering, described below, and those related to the search for a potential business combination target. We do not expect to generate any operating revenues until after the completion of our initial business combination. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net loss of $331,900,$307,668, which resulted from operating costs of $362,994,$334,806, offset by a gain on investments held in the Trust Account $77,816,of $79,626, dividend income of $731$762 and related party interest expense of $47,453.$53,250.

For the three months ended MarchJune 31,30, 2025, we had a net loss of $301,497,$220,257, which resulted from operating costs of $401,439,$321,051, offset by a gain on investments held in the Trust Account of $124,408,$126,034, dividend income of $3,784$3,010 and related party interest expense of $28,250.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $192,399,$379,269, which was due to our net loss of $331,900,$639,568, offset by a gain on investments held in the Trust Account of $77,816$157,442 and changes in working capital of $217,317.$417,741.

For the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities $369,175,was $469,969, which was due to our net loss of $301,497,$521,753, offset by a gain on investments held in the Trust Account of $124,408$250,442 and changes in working capital of $56,730.$302,226.

For the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was $66,378,$132,756, which was due to the cash deposited in Trust account for extension.

For the threesix months ended MarchJune 31,30, 2025, net cash used in investing activities was $60,000,$150,000, which was due to the cash deposited in Trust account for extension.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $290,000,$476,000, which was due to the proceeds from the promissory note, related party.

For the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities was $600,000, which was due to the proceeds from the promissory note, related party.

Following the closing of the Initial Public Offering on May 9, 2023, an amount of $116,725,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”) As of MarchJune 31,30, 2026, the Company had $86,243$18,995 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $3,910,143.$4,363,815.

The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of MarchJune 31,30, 2026 will not be sufficient to allow the Company to operate for at least one year from the date these unaudited condensed financial statements are issued, and therefore substantial doubt about the Company’s ability to continue as a going concern exists. Management plans to address this uncertainty with the successful closing of a Business Combination. The Company had until November 9, 2024 to consummate a Business Combination. If a Business Combination was not consummated by November 9, 2024, there would be a mandatory liquidation and subsequent dissolution of the Company. The Company was in the process of identifying a potential company for an initial Business Combination but required additional time. An Annual Meeting was held on October 31, 2024 and the shareholders of the Company approved amending the Company’s Articles of Association as a special resolution, giving the Company the right to extend from November 9, 2024 (the “Current Termination Date”) for an additional three months until February 9, 2025, and thereafter on a month-to-month basis, as determined by the Directors in their sole discretion, until September 9, 2025.

On November 5, 2024, the Company made a deposit of $90,000 into the trust account as required for the three-month extension until February 9, 2025. The Company continued to deposit an additional $364,882$431,260 through MarchJune 2026, and will continue to deposit the lesser of $30,000 or $0.03 per non-redeemed public Class A ordinary share each month until the expiration of the extension in September 9, 2026. The Company has deposited $66,378$132,756 into the trust account for the threesix months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026 and December 31, 2025, investments held in the Trust Account included $454,882$521,260 and $388,504, respectively, for amounts held for extension.

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.