Business Context and Reporting Period
Siddhi Acquisition Corp (SDHI) is a Cayman Islands exempted corporation and a "blank check" company formed on July 5, 2024, to effect a business combination. This Form 10-Q covers the quarter ended March 31, 2025. The Company had not commenced operations or generated revenue during this period. A material subsequent event occurred on April 2, 2025, when the Company consummated its Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value (Q1 2025) |
|---|---|
| Revenue | $0 (No operations) |
| Net Loss | $(43,850) |
| Cash Balance (End of Period) | $3,156,843 |
| Total Assets | $3,582,066 |
| Total Liabilities | $3,665,833 |
| Shareholder's Deficit | $(83,767) |
| Working Capital | $(508,990) Deficit |
Note: The cash balance of $3.16M includes a $3.15M advance from the Sponsor for Private Placement Units, received in anticipation of the IPO closing.
Material Changes and Subsequent Events
The most significant development occurred subsequent to the reporting period:
- Initial Public Offering (April 2, 2025): The Company sold 27,600,000 Units at $10.00 per unit, including the full exercise of the underwriter's over-allotment option. This generated gross proceeds of $276,000,000.
- Private Placement: Simultaneously, the Sponsor purchased 338,000 Private Placement Units for $3,380,000.
- Trust Account: Following the IPO, $277,380,000 was deposited into the Trust Account.
- Transaction Costs: Total transaction costs were $9,056,885, comprising a $250,000 cash underwriting fee, $8,280,000 deferred underwriting fee, and $526,885 in other offering costs.
- Debt Repayment: The Company repaid the $205,000 promissory note to the Sponsor on April 15, 2025.
Outlook, Risks, and Management Commentary
Outlook: Management intends to use substantially all funds in the Trust Account to complete a Business Combination. The Company has 21 months (extendable to 24 months) from the IPO closing to consummate a transaction. If unsuccessful, the Company will liquidate and redeem public shares.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks from the Russia-Ukraine and Israel-Hamas conflicts, which could disrupt capital markets and affect the ability to find a target.
- Going Concern: Prior to the IPO, the Company relied on Sponsor loans. Post-IPO, management believes funds are sufficient for operations for one year.
- Deferred Fees: The underwriter is entitled to a deferred fee of $8,280,000 and an advisory fee of up to $6,900,000, payable only upon completion of a Business Combination.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing details and Trust Account balance via the Form 8-K filed on April 8, 2025.
- Trust Account Composition: Confirm the specific investments (U.S. Treasury obligations vs. money market funds) held in the Trust Account.
- Founder Share Status: Note that 900,000 founder shares were no longer subject to forfeiture due to the full exercise of the over-allotment option.
- Related Party Obligations: Review the $15,000 monthly administrative fee agreement with Siddhi Capital Holdings and the potential success fee of 40,000 shares for the CFO's consultant.
- Redemption Rights: Understand the conditions under which public shareholders may redeem shares prior to or during a Business Combination.