Business Context and Reporting Period
Vendome Acquisition Corporation I is a Cayman Islands exempted company incorporated on January 28, 2025, operating as a blank check company (SPAC) intended to effect a business combination with one or more target businesses. This Form 10-Q covers the period from inception (January 28, 2025) through March 31, 2025. As of the balance sheet date, the Company had not commenced operations, and all activity related to formation and preparation for its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (Period Ended March 31, 2025) |
|---|---|
| Total Assets | $334,099 |
| Current Assets | $12,902 (Prepaid expenses) |
| Deferred Offering Costs | $321,197 |
| Total Liabilities | $309,099 (Accrued offering costs) |
| Shareholder's Equity | $25,000 |
| Net Loss | $0 |
| Cash and Cash Equivalents | $0 |
| Working Capital Deficit | ($296,197) |
| Class B Ordinary Shares Outstanding | 5,750,000 |
Material Changes and Subsequent Events
The financial statements reflect the Company's pre-IPO status. Significant material events occurred subsequent to the reporting period (March 31, 2025) but prior to the filing date:
- Initial Public Offering (IPO): On July 3, 2025, the Company consummated its IPO of 20,000,000 Units at $10.00 per unit, generating gross proceeds of $200,000,000.
- Private Placement: Simultaneously with the IPO, the Company sold 2,648,000 Private Placement Warrants for $2,648,000.
- Trust Account: Following the IPO, $200,000,000 was deposited into a Trust Account.
- Transaction Costs: Total transaction costs amounted to $2,105,782, including a $1,000,000 underwriting fee.
- Share Adjustments: Between March and May 2025, the Sponsor surrendered 5,544,643 founder shares and subsequently received 1,437,500 new founder shares, resulting in the 5,750,000 Class B shares outstanding as of the filing date.
Outlook, Risks, and Management Commentary
Liquidity and Going Concern: As of March 31, 2025, the Company had no cash and a working capital deficit. Management believes liquidity will be satisfied by the net proceeds from the IPO and Private Placement consummated in July 2025. The Company intends to use funds held outside the Trust Account for working capital, due diligence, and transaction costs.
Business Combination Timeline: The Company has 24 months from the closing of the IPO to complete a Business Combination. If unsuccessful, the Company will liquidate and redeem Public Shares from the Trust Account.
Risks: The filing highlights risks associated with early-stage companies, including the inability to complete a business combination, market volatility due to geopolitical conflicts (e.g., Russia-Ukraine, Middle East), and the potential for the Trust Account value to be reduced by third-party claims or taxes.
Related Party Transactions: The Sponsor has agreed to a monthly fee of $10,000 for administrative support post-IPO. The Sponsor also holds a Working Capital Convertible Note facility of up to $840,000 and may provide additional Working Capital Loans.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total proceeds of the July 3, 2025 IPO and Private Placement.
- Trust Account Status: Confirm the current balance and interest earnings in the Trust Account holding the $200,000,000.
- Share Count Accuracy: Verify the final count of Class A and Class B shares outstanding, specifically regarding the forfeiture of the 750,000 over-allotment shares if the option was not exercised.
- Related Party Debt: Monitor the drawdown status of the $840,000 Working Capital Convertible Note and any additional Working Capital Loans from the Sponsor.
- Target Identification: Track progress in identifying a target business within the 24-month combination period.