Business Context and Reporting Period
Vendome Acquisition Corporation I (Vendome) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed on January 28, 2025. The company is an emerging growth company and a shell company with no operating history. Its sole purpose is to effect a merger, share exchange, or asset acquisition with one or more target businesses. The reporting period covers the fiscal year ended December 31, 2025, representing the period from inception through the completion of its Initial Public Offering (IPO) and the subsequent search for a business combination.
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Income | $3,870,407 |
| Operating Expenses | $162,539 |
| Interest Income (Trust Account) | $4,032,946 |
| Total Assets | $204,606,763 |
| Cash Held in Trust | $204,032,946 |
| Cash Outside Trust | $304,576 |
| Total Liabilities | $169,138 (Current) |
| Shareholders' Equity | $404,679 |
| Redeemable Shares (Temporary Equity) | $204,032,946 (20,000,000 shares) |
Material Changes and Capital Structure
- Initial Public Offering: On July 3, 2025, Vendome 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 to the Sponsor for $2,648,000.
- Trust Account: A total of $200,000,000 was deposited into the Trust Account. As of December 31, 2025, the balance grew to $204,032,946 due to interest income.
- Transaction Costs: The company incurred $2,105,782 in transaction costs, including a $1,000,000 underwriting fee.
- Share Structure: As of December 31, 2025, there were 20,000,000 Class A ordinary shares (public) and 5,000,000 Class B ordinary shares (founder shares) outstanding. The underwriter's over-allotment option was not exercised, resulting in the forfeiture of 750,000 founder shares.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: Vendome has 24 months from the closing of its IPO (July 3, 2025) to complete an initial business combination. If unsuccessful, the company will liquidate and redeem public shares.
- Target Criteria: The company intends to target businesses in the consumer sector with an enterprise value between $500 million and $1 billion, focusing on North America, Southeast Asia, and Europe.
- Liquidity and Working Capital: The company holds $304,576 in cash outside the trust for operations. It has a Working Capital Convertible Note available from the Sponsor up to $840,000. A subsequent event noted a withdrawal of $200,000 from the Trust Account on January 15, 2026, to fund working capital.
- Risk Factors:
- Redemption Risk: Significant redemptions could reduce cash available for the business combination.
- Extension Risk: The company may seek shareholder approval to extend the combination period, which could require additional funding.
- Geopolitical Risks: Conflicts in Ukraine and the Middle East may impact market conditions and target selection.
- Conflict of Interest: Management and the Sponsor have significant economic incentives to complete a deal, even if the share price declines, due to the nominal cost of founder shares.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the Trust Account and any subsequent withdrawals for working capital or taxes.
- Extension Provisions: Review the terms under which the 24-month deadline can be extended and the associated redemption rights for shareholders.
- Related Party Transactions: Monitor the utilization of the Working Capital Convertible Note and the $10,000 monthly administrative fee paid to the Sponsor.
- Target Identification: Assess the progress of the search for a target business and any definitive agreements entered into.
- Warrant Terms: Understand the exercise price ($11.50) and redemption triggers ($18.00) for public warrants, noting that units contain only one-half of one warrant.