Siddhi Acquisition Corp (SDHI) - 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 reporting period covers the quarter and six months ended June 30, 2025. The Company consummated its Initial Public Offering (IPO) on April 2, 2025, selling 27,600,000 units at $10.00 per unit, including the full exercise of the underwriter's over-allotment option. As of June 30, 2025, the Company has not commenced operations and has not selected a specific business combination target.
Key Financial Metrics
| Metric | Value (as of/for period ended June 30, 2025) |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Loss (6 Months) | $(5,649,702) |
| Net Loss (3 Months) | $(5,605,852) |
| Trust Account Balance | $280,247,491 (Includes ~$2.87M interest income) |
| Cash (Outside Trust) | $884,323 |
| Total Assets | $281,309,388 |
| Total Liabilities | $16,675,891 |
| Working Capital | $889,756 |
| Deferred Underwriting Fee | $8,280,000 |
| Advisory Fee Payable | $8,280,000 |
| Shares Outstanding (Class A) | 27,938,000 (27,600,000 subject to redemption) |
| Shares Outstanding (Class B) | 6,900,000 |
Material Changes vs. Prior Period
- Balance Sheet Transformation: Total assets increased from $343,383 (Dec 31, 2024) to $281.3 million (June 30, 2025) following the IPO. The Trust Account balance grew from $0 to $280.2 million.
- Liabilities: Total liabilities increased from $383,300 to $16.7 million, driven primarily by the recording of an $8.28 million advisory fee payable and an $8.28 million deferred underwriting fee.
- Equity: Shareholders' deficit increased from $(39,917) to $(15.6 million) due to the accretion of Class A shares to their redemption value and the recognition of net losses.
- Cash Flow: Net cash provided by financing activities was $278.6 million, primarily from the sale of Units and Private Placement Units. Net cash used in investing activities was $277.4 million for the Trust Account deposit.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 21 months from the IPO closing (April 2, 2025) to complete a business combination, extendable to 24 months if a definitive agreement is executed within the first 21 months. Failure to do so will result in liquidation.
- Liquidity: Management believes current cash ($884,323) and working capital are sufficient to fund operations for at least one year. The Sponsor may provide working capital loans up to $1.5 million, convertible into units post-combination.
- Significant Expenses: The Company recorded a significant non-cash advisory fee of $8.280,000 (3% of gross proceeds) deemed earned as of June 30, 2025. Additionally, a deferred underwriting fee of $8.280,000 is payable upon completion of a business combination.
- Risks: The filing highlights geopolitical risks (Russia-Ukraine, Israel-Hamas conflicts) that could disrupt capital markets and the search for a target. There is no assurance a business combination will be completed.
- Related Party Transactions: The Sponsor holds 6.9 million Class B shares and 338,000 Private Placement Units. The Company pays a monthly administrative fee of $15,000 to an affiliate.
Investor Verification Checklist
- Redemption Value: Verify the per-share redemption value of $10.15 (Trust Account balance divided by public shares) and the potential for dilution if shares are redeemed.
- Advisory Fee Impact: Confirm the nature of the $8.28 million advisory fee recorded as a liability and its impact on the net assets available for a business combination.
- Trust Account Composition: Verify that the $280.2 million in the Trust Account is held in U.S. Treasury Bills with maturities of 185 days or less.
- Extension Mechanics: Review the specific conditions required to extend the completion window from 21 to 24 months.
- Sponsor Commitment: Assess the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.05 per share.