Exhibit 10.4


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-[●] (the “Registration Statement”) and prospectus (the
 “Prospectus”) for the initial public offering (the “Offering”) of the
Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value
$0.0001 per share (the “Ordinary Shares”) and one-half of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, has been declared effective as of the
date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. (the “Underwriter”);


 


WHEREAS, as described in the Prospectus, $102,000,000
of the gross proceeds of the Offering and sale of the Private Placement Shares (as defined in the Underwriting Agreement) (or $117,300,000
if the Underwriter’s over-allotment option is exercised in full) and the proceeds from any loans in connection with an Extension
(as defined below), if any, will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares
included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the
Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, if a Business Combination (as defined
herein) is not consummated within the initial 15 month period following the closing of the Offering, the Company may extend such period
by three extensions with each extension being for one month for up to a maximum of three months in the aggregate, subject to the Company’s
sponsor Alchemy DeepTech Capital LLC (the “Sponsor”) or its affiliates or permitted designees depositing $330,000
(or $379,500 if the Underwriter’s over-allotment option is exercised in full) into the Trust Account no later than five days’
prior to the 15 month anniversary of the Offering (or such later date as extended, each, an “Applicable Deadline”)
for each one month extension (each, an “Extension”), in exchange for which the Sponsor will receive a non-interest
bearing, unsecured promissory note for each Extension payable upon consummation of a Business Combination;


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $4,500,000, or $5,175,000 if the Underwriter’s over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon and concurrently
with the consummation of the Business Combination (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase
Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 






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(b) Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S.
government treasury obligations, as determined by the Company; it being understood that (i) the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder, (ii) while account funds are invested or
uninvested, the Trustee may earn bank credits or other consideration during such periods, and (iii) the Company intends to give instructions to invest in U.S. 1 Month Treasury Bills;


 


(d) Collect and receive, when due, all interest
or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Underwriter
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account or in connection with the preparation of the Company’s financial statements or completion of
the audit of the Company’s financial statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding for
protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements
of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the
 “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and
agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest earned on the funds held in the Trust Account (less taxes payable and, in the case of Exhibit B, less
up to $100,000 of interest income to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is the later of (1) 15 months after the closing of the Offering and
(2) such later date upon an Extension effectuated pursuant to the terms hereof if a Termination Letter has not been received by
the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property 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 income to pay dissolution expenses), shall be
distributed to the Public Shareholders of record as of such date;


 


(j) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment
Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on
the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction
in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to
look beyond said request;


 






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(k) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder
Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders on behalf of the Company the
amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a
shareholder vote to approve an amendment to the Company’s second amended and restated memorandum and articles of association (A) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination
or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering (the “public shares”) if
the Company has not consummated an initial Business Combination within such time as is described in the Company’s second amended
and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(l) Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit E hereto at least five days prior to the Applicable Deadline,
signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior
to the Applicable Deadline, follow the instructions set forth in the Extension Letter; and


 


(m) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of
or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified
Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld, conditioned, or delayed; provided, further that the Company may conduct and manage the defense against
any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless
and until it is distributed to the Company pursuant to Sections 1(i) and 1(j) hereof. The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not
be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and
as may be provided in Section 2(b) hereof;


 






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(d) In connection with any vote of the Company’s
shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or
certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business
Combination;


 


(e) Provide the Underwriter with a copy of any
Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the
Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company
and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not
permitted under this Agreement; and


 


(h) Within four (4) business days after
the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide
the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth
herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of
any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else
for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best
judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee,
which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g) Verify the accuracy of the information contained
in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to
the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to
Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has
no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the
Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate
as follows:


 


(a) If the Trustee gives written notice to the
Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
funds.


 






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(b) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles that
would result in the application of the substantive laws of another jurisdiction.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and
1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of holders of fifty percent
(50%) of the votes cast of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the
Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who has properly
elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100%
of the public shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s
second amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity), this Agreement or any provision hereof may only be changed,
amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder.
AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1
State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Alchemy Investments Acquisition Corp 1


850 Library Avenue, Suite 204-F


Newark, DE 19711


Attn: Mattia Tomba and Vittorio Savoia


Email: mtomba@alchemyinvest.co


Email: vsavoia@alchemyinvest.co


 


in each case, with copies to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10017


Attn: Tamar Donikyan, Esq.


Email: tamar.donikyan@kirkland.com


 






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and


 


Cantor Fitzgerald & Co.


110 East 59th Street


New York, New York 10022


Attention: General Counsel


 


and


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 


(f) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its obligations
as contemplated hereunder.


 


(g) This Agreement is the joint product of the
Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(i) Each of the Company and the Trustee hereby
acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.


 


(j) Except as specified herein, no party to
this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity without the prior written consent
of the other.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: Francis Wolf
	 	 	 	Title: Vice President
	 	 	 	 
	 	 	ALCHEMY INVESTMENTS ACQUISITION CORP 1
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: Mattia Tomba 
	 	 	 	Title: Co-Chief Executive Officer



 


[Signature Page to Investment Management
Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust
Account—Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Alchemy Investments Acquisition Corp 1 (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of                    ,
2022 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with ___________
(the “Target Business”) to consummate a business combination with the Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance
of the actual date (or such shorter period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds to a segregated
account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including
as directed to it by the Underwriter (with respect to the Deferred Discount)).


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and
(ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the Board or other authorized officer of the Company, which verifies
that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint
written instruction signed by the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including
payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
directly to the account or accounts directed by the Underwriter from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the
Consummation Date as set forth in such notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Alchemy Investments Acquisition Corp 1
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	Acknowledged and agreed,	 
	 	 
	Cantor Fitzgerald & Co.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust
Account —Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Alchemy Investments Acquisition Corp 1 (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of             , 2022
(the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a target business (the “Business Combination”) within the time frame specified in the Company’s second
amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected __________1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the second amended
and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	Alchemy Investments Acquisition Corp 1
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Cantor Fitzgerald & Co.


 


 






1          15
months from the closing of the Offering, or at a later date, if extended.


 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust
Account -Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Alchemy Investments Acquisition Corp 1 (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of            , 2022
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest
income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	Alchemy Investments Acquisition Corp 1
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Cantor Fitzgerald & Co.


 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


Re:     Trust
Account —Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Alchemy Investments Acquisition Corp 1 (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of           , 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Shareholders who have
properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to
the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s second amended
and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter.


 


 


	 	Very truly yours,
	 	 
	 	Alchemy Investments Acquisition Corp 1
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Cantor Fitzgerald & Co.


 






     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:     Trust Account
 – Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(l) of the Investment Management Trust
Agreement between Alchemy Investments Acquisition Corp 1 (the “Company”) and Continental Stock Transfer &
Trust Company, dated as of _________, 2022 (the “Trust Agreement”), this is to advise you that the Company is
extending the time available to consummate a Business Combination for an additional one (1) month, from _______ to _________ (the
 “Extension”).


 


This Extension Letter shall serve as the notice required with respect
to Extension prior to the Deadline. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to deposit [$330,000]2, which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ____ of up to three Extension Letters.


 





	 	Very truly yours,
	 	 
	 	Alchemy Investments Acquisition Corp 1
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Cantor Fitzgerald & Co.


 


 






2           $379,500
if the Underwriter’s over-allotment option was exercised in full.