Business Context and Reporting Period
Siddhi Acquisition Corp (SDHI) is a Cayman Islands exempted company incorporated on July 5, 2024, operating as a blank check company (SPAC). The filing covers the fiscal year ended December 31, 2025, and the period from inception through December 31, 2024. The Company consummated its Initial Public Offering (IPO) on April 2, 2025, raising gross proceeds of $276 million. As of the filing date, the Company has not selected a target for its initial Business Combination.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Inception to Dec 31, 2024 |
|---|---|---|
| Revenue | $0 (No operating revenue) | $0 |
| Net Loss | $(223,387) | $(64,917) |
| Operating Costs | $8,824,829 | $64,917 |
| Interest Income (Trust Account) | $8,601,442 | $0 |
| Cash (Outside Trust) | $664,894 | $578 |
| Investments in Trust Account | $285,981,442 | $0 |
| Total Liabilities | $16,683,674 | $383,300 |
| Deferred Underwriting Fee | $8,280,000 | $0 |
| Advisory Fee Payable | $8,280,000 | $0 |
Note: The significant increase in operating costs for 2025 includes an $8.28 million advisory fee recorded as earned upon the IPO closing.
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO entity to a public company. On April 2, 2025, it sold 27.6 million Units (including full over-allotment) at $10.00 per unit and 338,000 Private Placement Units to the Sponsor.
- Trust Account: $277.38 million was deposited into the Trust Account upon IPO closing. By year-end, the balance grew to approximately $285.98 million due to interest income on U.S. Treasury Bills.
- Liquidity: Cash outside the Trust Account increased from $578 to $664,894, primarily to fund working capital and search activities.
- Liabilities: Total liabilities increased significantly due to the recording of the deferred underwriting fee ($8.28 million) and the advisory fee payable ($8.28 million), which are contingent on the completion of a Business Combination.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The Company must complete an initial Business Combination by January 2, 2027 (21 months from IPO), unless extended by shareholders for an additional 6 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.
- Strategy: The Company intends to target well-run, high-growth businesses, particularly in consumer brands and food technology, leveraging the management team's experience.
- Risks: Key risks include the inability to identify a suitable target, failure to secure additional financing (Working Capital Loans), and geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) affecting global markets.
- Related Party Transactions: The Sponsor pays a monthly administrative fee of $15,000. The Sponsor may also provide Working Capital Loans up to $1.5 million, convertible into Private Placement Units.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and interest rate environment impacting the redemption value per share (currently approx. $10.36).
- Extension Provisions: Review the specific shareholder vote requirements and redemption rights if the Company seeks to extend the combination deadline beyond January 2, 2027.
- Advisory Fee Structure: Confirm the terms of the $8.28 million advisory fee payable to Santander and its impact on net proceeds available for a target.
- Working Capital: Assess the sufficiency of the $664,894 cash balance outside the Trust to fund operations until the deadline or a combination.
- Founder Share Lock-up: Verify the lock-up terms for the 6.9 million Class B founder shares held by the Sponsor.