SDHI

Siddhi Acquisition Corp (Cayman Islands) - 10-Q Summary

Business Context and Reporting Period

Siddhi Acquisition Corp is a Cayman Islands exempted corporation formed as a blank check company for the purpose of effecting a Business Combination. The company completed its Initial Public Offering (IPO) on April 2, 2025. This report covers the quarter and six months ended June 30, 2026. The company has not yet selected a specific Business Combination target and generates no operating revenue; its primary activity is identifying a target and managing funds held in a Trust Account.

Key Financial Metrics

Debt and Liquidity: The company has no long-term debt. Total liabilities consist primarily of a deferred underwriting fee ($8,280,000) and an advisory fee payable ($8,280,000). As of June 30, 2026, the company held $168,230 in cash outside the Trust Account. Management has identified a potential liquidity shortfall and mandatory liquidation risk if a Business Combination is not completed by January 2, 2027, raising substantial doubt about the company's ability to continue as a going concern.

Material Changes vs. Prior Period

• Profitability Shift: The company reported a net income of $4.74 million for the six months ended June 30, 2026, compared to a net loss of $5.65 million in the same period in 2025. This reversal is primarily due to the absence of the $8.28 million advisory fee recorded in 2025 (which was deemed earned as of Dec 31, 2025) and increased interest income from the Trust Account.
• Operating Expenses: General and administrative costs increased to $399,654 for the six months ended June 30, 2026, from $237,193 in the prior year period.
• Cash Position: Cash held outside the Trust Account decreased significantly from $884,323 at June 30, 2025, to $168,230 at June 30, 2026, reflecting operating cash usage of $421,664.
• Trust Account Growth: The Trust Account balance grew by approximately $5.14 million due to interest earned on U.S. Treasury Bills.

Outlook, Risks, and Management Commentary

• Business Combination Deadline: The company must complete a Business Combination by January 2, 2027, unless extended for an additional three months. Failure to do so will result in liquidation.
• Going Concern: Management has determined that the potential liquidity shortfall and mandatory liquidation raise substantial doubt about the company's ability to continue as a going concern. Financial statements do not include adjustments for potential liquidation.
• Financing: To fund working capital deficiencies, the Sponsor or affiliates may provide "Working Capital Loans," up to $1.5 million of which may be convertible into Private Placement Units. No such loans were outstanding as of June 30, 2026.
• Risks: Risks include the inability to identify a suitable target, market conditions, geopolitical instability, and the potential for the Trust Account to be subject to creditor claims.
• Unusual Items: The $8.28 million advisory fee was recorded in the prior year but remains payable until a Business Combination is consummated. No stock-based compensation expense was recognized for founder shares assigned to members as the Business Combination is not yet considered probable.

Investor Verification Checklist

• Verify the company's ability to secure a Business Combination before the January 2, 2027 deadline to avoid mandatory liquidation.
• Confirm the sufficiency of the $168,230 cash balance outside the Trust Account to fund operations until the deadline or a potential extension.
• Review the status of the $16.59 million in liabilities (deferred underwriting and advisory fees) and their impact on net proceeds to shareholders upon a Business Combination.
• Monitor the Sponsor's ability to provide additional Working Capital Loans if cash reserves are depleted.
• Assess the impact of the "Going Concern" warning on the valuation and risk profile of the Class A and Class B shares.