Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Vendome Acquisition Corporation I, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is June 30, 2025, with the IPO closing on July 3, 2025. The Company is an emerging growth company.
Key Financial Metrics
- Gross IPO Proceeds: $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $2,648,000 from the sale of 2,648,000 Private Placement Warrants at $1.00 per warrant.
- Trust Account Balance: $200,000,000 deposited into a trust account for public shareholders.
- Debt: A Working Capital Convertible Note issued to the Sponsor with a principal amount up to $840,000 (non-interest bearing).
- Operating Expenses: Administrative Services Agreement with the Sponsor for $10,000 per month.
- Warrant Exercise Price: $11.50 per share for both Public and Private Placement Warrants.
Material Changes
The filing represents the Company's transition from a pre-IPO entity to a publicly traded company. Key changes include:
- Issuance of 20,000,000 Units (Class A Ordinary Shares and redeemable warrants) on The Nasdaq Stock LLC Market.
- Establishment of a trust account holding $200,000,000 of net proceeds.
- Appointment of three new directors (Jonathan Gray, Brian Webber, and Brett Wyard) to the Board of Directors and its committees.
- Execution of definitive agreements including underwriting, warrant, trust, and registration rights agreements.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the closing of the IPO (July 3, 2025) to consummate an initial business combination. Failure to do so may result in liquidation and redemption of public shares.
- Trust Account Withdrawals: Funds in the trust account generally cannot be withdrawn until the completion of a business combination, shareholder vote on amendments, or liquidation. Up to 5% of interest earned may be released for working capital or tax obligations.
- Convertible Note Terms: The $840,000 Working Capital Convertible Note may be converted into Class A ordinary shares at the Sponsor's option at a price equal to the lower of $8.00 or the 20-day volume-weighted average price prior to conversion.
- Transfer Restrictions: Private Placement Warrants are subject to transfer restrictions until 30 days following the consummation of the initial business combination.
Investor Verification Checklist
- Verify the exact closing date of the IPO (July 3, 2025) and the 24-month deadline for a business combination.
- Confirm the terms of the Working Capital Convertible Note, specifically the $8.00 conversion price floor.
- Review the Underwriting Agreement for details on underwriting discounts and commissions not explicitly detailed in the summary.
- Monitor the Sponsor's commitment to vote in favor of the initial business combination and facilitate liquidation if the deadline is missed.
- Check the status of the Amended and Restated Memorandum and Articles of Association filed as Exhibit 3.1.