Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Siddhi Acquisition Corp (Cayman Islands) on April 2, 2025. The report date is March 31, 2025, reflecting the date of the earliest event reported. The Company is a Cayman Islands exempted company incorporated as a special purpose acquisition company (SPAC).
Key Financial Metrics
- Gross Proceeds from IPO: $276,000,000 from the sale of 27,600,000 Units at $10.00 per Unit (including full exercise of the over-allotment).
- Private Placement Proceeds: $3,380,000 from the sale of 338,000 Private Placement Units to the Sponsor at $10.00 per Unit.
- Total Funds in Trust: $277,380,000 deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.
- Operating Metrics: The filing does not provide revenue, profit, cash flow, or margin data as the Company has not yet commenced operations or completed a business combination.
- Debt and Liquidity: No debt is reported. Liquidity is represented by the funds held in the trust account, which are restricted until a business combination, redemption, or dissolution.
Material Changes
This filing represents the Company's transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. There is no prior comparable period for financial performance as this is the initial public offering. The material change is the entry into definitive agreements and the capitalization of the trust account.
Guidance, Outlook, and Risks
- Trust Account Restrictions: Funds in the trust account ($277,380,000) will not be released until the completion of an initial business combination, a redemption of public shares if a combination is not completed within the window, or a shareholder vote to amend the charter.
- Interest Income: Interest earned on trust funds may be used to pay dissolution expenses (up to $100,000) or taxes, but is otherwise restricted.
- Agreements Entered: The Company entered into an Underwriting Agreement with Santander US Capital Markets LLC, a Share Rights Agreement, a Letter Agreement with the Sponsor and officers/directors, an Investment Management Trust Agreement, a Registration Rights Agreement, a Private Placement Units Purchase Agreement, an Administrative Services Agreement, and an Indemnity Agreement.
- Corporate Governance: The Company filed an Amended and Restated Memorandum and Articles of Association effective March 31, 2025.
Investor Verification Checklist
- Verify the full terms of the Underwriting Agreement (Exhibit 1.1) regarding underwriting discounts and commissions.
- Confirm the specific redemption rights and the "completion window" for the initial business combination as detailed in the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1).
- Review the Private Placement Units Purchase Agreement (Exhibit 10.4) to understand the transfer restrictions and registration rights granted to the Sponsor.
- Check the Investment Management Trust Agreement (Exhibit 10.2) for details on permitted withdrawals and the calculation of interest income.
- Confirm the identity of the Sponsor (Siddhi Sponsor LLC) and the extent of their holdings relative to the public float.