Exhibit 10.6


 


PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT SHARES
PURCHASE AGREEMENT, dated as of                   ,
2022 (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”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary
Share”) and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share
at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 543,000 Ordinary Shares (or
595,500 in the aggregate depending on the extent to which the over-allotment option in connection with the Public Offering is
exercised) (the “Private Placement Shares”).


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.          Authorization,
Purchase and Sale; Terms of the Private Placement Shares.


 


A.            Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.


 


B.            Purchase
and Sale of the Private Placement Shares.


 


(i)             On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, an aggregate of 543,000 Private Placement Shares at a price of $10.00 per share for an aggregate purchase
price of $5,430,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds
to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions.
On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Shares purchased by the Purchaser on such date duly registered in the Purchaser’s name to the
Purchaser, or effect such delivery in book-entry form.


 


(ii)            On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”,
and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an
aggregate of 52,500 additional Private Placement Shares at a price of $10.00 per share for an aggregate purchase price of up to $525,000
(if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds to the
Company at least one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions.
On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its
option, deliver a certificate evidencing the Private Placement Shares purchased by the Purchaser on such date duly registered in the
Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


C.            Registration
Rights Agreement. At, or prior to, the time of the closing of the Public Offering, the Company and the Purchaser shall enter into
a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant
certain registration rights to the Purchaser relating to the Private Placement Shares.


 


Section 2.         Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date)
that:


 


A.           Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected
to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite
corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Registration Rights Agreement.


 


B.            Authorization;
No Breach.


 


(i)             The
execution, delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by the Company as of
the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the
enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity).


 


(ii)            The
execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the Private Placement
Shares and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of
each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity or assets
under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Second Amended and Restated
Memorandum and Articles of Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and upon registration in the Company’s
register of members, the Private Placement Shares will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance
with, and payment pursuant to, the terms hereof, and upon registration in the Company’s register of members, the Purchaser will
have good title to the Private Placement Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities
laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D.            Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required
in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any
other transactions contemplated hereby.


 


E.            Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 






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Section 3.         Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private
Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive each Closing Date) that:


 


A.            Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement.


 


B.            Authorization;
No Breach.


 


(i)             This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)            The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.            Investment
Representations.


 


(i)             The
Purchaser is acquiring the Private Placement Shares for the Purchaser’s own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)            The
ultimate parent of the Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation
D, and the ultimate parent of the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of
Regulation D under the Securities Act.


 


(iii)            The
Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Private Placement Shares.


 


(iv)            The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D under the Securities Act.


 


(v)            The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating
to the offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in
the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Private Placement Shares.


 


(vi)           The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the Private Placement
Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Shares.


 






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(vii)          The
Purchaser understands that: (a) the Private Placement Shares have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration
Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Placement Shares under the
Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser
understands that Rule 144 is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands that
Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that
was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the 12 months preceding
such resale (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports;
and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.


 


(viii)         The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment
in the Private Placement Shares and is able to bear the economic risk of an investment in the Private Placement Shares in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs
and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in
the Private Placement Shares. The Purchaser can afford a complete loss of its investment in the Private Placement Shares.


 


(ix)           The
Purchaser understands that the Private Placement Shares shall bear the following legend:


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ALCHEMY INVESTMENTS ACQUISITION CORP 1 (THE “COMPANY”), ALCHEMY DEEPTECH CAPITAL
LLC (THE “SPONSOR”) AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR
TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION
(AS DEFINED IN SECTION 1.1 OF THE REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE COMPANY, THE SPONSOR AND THE OTHER PARTIES THERETO)
EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 1.1 OF THE REGISTRATION RIGHTS AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


Section 4.         Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Shares is subject
to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


B.            Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by it on or before such Closing Date.


 






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C.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


D.            Ancillary
Agreement. The Company shall have entered into the Registration Rights Agreement.


 


Section 5.         Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment,
on or before each Closing Date, of each of the following conditions:


 


A.            Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B.            Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.            Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Registration Rights Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


D.            No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


E.            Ancillary
Agreements. The Company shall have entered into the Registration Rights Agreement.


 


Section 6.         Termination.
This Agreement may be terminated at any time after June 30, 2023 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.         Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8.         Miscellaneous.


 


A.           Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed
or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments
by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.            Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.            Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement.


 






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D.            Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E.            Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F.            Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	ALCHEMY INVESTMENTS ACQUISITION
    CORP 1
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	ALCHEMY DEEPTECH CAPITAL LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Private
Placement Shares Purchase Agreement]