Carlo Tursi

About Carlo Tursi

Carlo Tursi serves as an independent director of Alchemy Investments Acquisition Corp 1 (ALCY) and is a member of the Audit, Compensation, and Nominating Committees (not a chair). He was designated to join the board in connection with ALCY’s IPO and is listed as a director in the company’s FY 2024 Form 10-K. He is an experienced mobility/technology executive with an MBA from MIT Sloan (2010) and an MSc in Mechanical Engineering (2005). At the time of ALCY’s S-1/A (Apr 28, 2023), his age was disclosed as 40.

Past Roles

External Roles

Board Governance

• Committee assignments: Tursi serves on all three standing committees—Audit (chair: Debbie S. Zoldan), Compensation (chair: Debbie S. Zoldan), and Nominating (chair: Debbie S. Zoldan). All three were structured to be fully independent under Nasdaq rules.
• Independence status: ALCY’s board expected Tursi to be independent under Nasdaq/SEC rules upon committee formation; company’s governance documents contemplate all committee members being independent.
• Audit Committee scope: Oversees auditor independence, pre-approves audit/non-audit services, monitors compliance with offering terms, and reviews/approves payments to shareholders, officers, directors and affiliates—relevant for SPAC-related party oversight.
• Board control context: As of the 2025 record date, the sponsor and insiders controlled ~75% of ordinary shares (3,413,000 of 4,532,463), enabling strong influence on shareholder outcomes prior to business combination.
• Attendance/lead independent director/executive sessions: Not disclosed in available filings.

Fixed Compensation

Performance Compensation

After a business combination, directors or management who remain may receive consulting/management fees; such arrangements would be disclosed at that time.

Other Directorships & Interlocks

Expertise & Qualifications

• Mobility and technology operating expertise (Uber Italy GM; CEO UrbanV), plus venture investing leadership (CEO TIM Ventures).
• Advanced education in management and engineering (MBA, MIT Sloan 2010; MSc Mechanical Engineering 2005).
• Deemed qualified by ALCY to provide technology/mobility and venture insights at the board level.

Equity Ownership

Source: Beneficial ownership table as of Aug 5, 2025 record date; directors (including Tursi) show no individual beneficial ownership; sponsor controlled ~75% of outstanding shares.

Additional context: Founder shares (Class B) were largely converted to Class A in Oct 2024; sponsor retains transfer restrictions and waives redemption/liquidation rights on founder/placement shares.

Governance Assessment

• Strengths

  • Independent director serving on all three key committees; committee frameworks meet Nasdaq independence standards.
  • Audit Committee explicitly empowered to review related‑party payments and compliance with offering terms—important in SPACs.
  • Relevant sector experience (mobility/tech/venture) enhances strategic diligence for target selection.

• Risks/Red Flags (for investor confidence)

  • Sponsor control and economics: Sponsor owns ~75% as of 2025 record date and holds low‑cost founder equity; dilution and incentive misalignment risk are explicitly disclosed (e.g., founder shares may convert to 20% post‑combination, and sponsor can profit even at depressed prices).
  • Related‑party cash flows: Ongoing $10,000/month admin fee to sponsor affiliate; potential working capital loans convertible into equity; requires tight committee oversight.
  • Listing/CFIUS risks: Nasdaq IM‑5101‑2 timing could lead to suspension/delisting if combination not completed within 36 months window; CFIUS review could delay or block certain U.S. targets.
  • High redemption/dilution potential: SPAC structure entails potential heavy redemptions and PIPE/option dilution at de‑SPAC; company discloses possible PIPE pricing below market.

Related-Party Transactions (Conflict Monitoring)

• Administrative services: $10,000/month to Alchemy Investment Management LLC (sponsor affiliate) for office/admin support (ends at business combination or liquidation).
• Working capital loans: Sponsor/affiliates may provide non‑interest bearing loans; up to $1.5M can convert into equity at $10/share in the post‑combination entity.
• Extension contributions: Sponsor agreed to fund monthly trust contributions (lesser of $30,000 or $0.03 per non‑redeemed Class A) during extension periods through Sept 9, 2026; loans repaid at business combination or forgiven if none completes (except funds outside trust).

Director Compensation (Detail Tables)

Attendance & Engagement

• Board/committee meeting attendance percentages not disclosed in available filings.

Employment & Contracts

• No employment or consulting agreements with Tursi disclosed prior to business combination; post‑combination consulting or management fees for directors/officers may occur and would be disclosed at de‑SPAC.

Say‑on‑Pay & Shareholder Feedback

• Not applicable prior to business combination; no say‑on‑pay votes disclosed.

Compensation Committee Analysis

• Composition: Debbie S. Zoldan (Chair), Carlo Tursi, Pablo Terpolilli—all independent.
• Use of independent advisors: Charter authorizes retention of independent compensation consultants and advisors with independence review.
• Pre‑combination activity: No executive/board pay program to administer beyond policy oversight; remuneration for executives/board to be determined and disclosed post‑combination.

Risk Indicators Summary

• Founder share/placement economics and dilution (potential implied public share value compression at de‑SPAC).
• Sponsor control/VAM Partners board control of sponsor (no single individual controls sponsor) and voting commitments.
• Nasdaq delisting timing risk under IM‑5101‑2 if timeline exceeds 36 months; penny stock risks if delisted.
• CFIUS/regulatory timing risk for U.S. targets.

Equity Ownership & Alignment (Detail)

Overall, Tursi’s committee roles and independence support governance process quality, but SPAC‑intrinsic risks—sponsor control, dilution, and extension/de‑listing uncertainties—remain the key investor confidence variables that the board (including Tursi) must manage through rigorous related‑party oversight, transparent de‑SPAC disclosures, and disciplined target/financing structures.