Business Context and Reporting Period
Vendome Acquisition Corp 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. The company consummated its Initial Public Offering (IPO) on July 3, 2025. This Form 10-Q covers the quarterly period ended September 30, 2025, and the period from inception through that date. As of the reporting date, the company had not commenced any operations; all activity relates to formation and the IPO.
Key Financial Metrics
| Metric | Value |
|---|---|
| Total Assets | $202,785,616 |
| Cash Held in Trust | $202,068,698 |
| Operating Cash | $399,771 |
| Net Income (Inception to Sept 30, 2025) | $1,820,558 |
| Formation and Operating Expenses | $248,140 |
| Interest Income (Trust Account) | $2,068,698 |
| Current Liabilities | $397,840 |
| Shares Subject to Redemption | 20,000,000 Class A shares (at $10.10/share) |
| Founder Shares Outstanding | 5,000,000 Class B shares |
Material Changes and Operational Highlights
- IPO Completion: On July 3, 2025, the company sold 20,000,000 Units at $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously, it sold 2,648,000 Private Placement Warrants for $2,648,000.
- Trust Account Funding: $200,000,000 was deposited into the Trust Account. As of September 30, 2025, the balance grew to $202,068,698 due to interest income.
- Share Structure Adjustments: The underwriter did not exercise the over-allotment option, resulting in the forfeiture of 750,000 Class B founder shares. Additionally, the company retroactively restated share counts following the surrender and re-issuance of founder shares to the Sponsor.
- Profitability: The company reported a net income of $1,820,558 for the period from inception, driven primarily by interest income ($2,068,698) which significantly exceeded operating expenses ($248,140).
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete a business combination within 24 months from the IPO closing (July 3, 2025). Failure to do so will result in liquidation and redemption of public shares.
- Liquidity: Management believes current working capital ($399,771 cash outside trust) and borrowing capacity are sufficient to meet needs for at least one year. The Sponsor has agreed to provide working capital loans if necessary, though none were outstanding as of September 30, 2025 (a previous $300,000 loan was repaid).
- Redemption Rights: Public shareholders may redeem shares for a pro rata portion of the Trust Account (initially $10.00 plus interest). The Sponsor has waived redemption rights for Founder Shares.
- Risks: The filing highlights risks associated with early-stage companies, market volatility, geopolitical conflicts (e.g., Russia-Ukraine, Middle East), and the possibility that the Sponsor may not have sufficient assets to indemnify the Trust Account against third-party claims.
- Warrants: Public and Private Warrants are exercisable at $11.50 per share. Public Warrants become exercisable 12 months post-IPO or upon business combination completion. They may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $202,068,698 and the interest rate assumptions used for future projections.
- Combination Timeline: Confirm the 24-month deadline (approx. July 2027) and any potential extension mechanisms or shareholder vote requirements.
- Related Party Transactions: Review the $30,000 monthly administrative fee payable to the Sponsor and the terms of the $840,000 Working Capital Convertible Note available to the Sponsor.
- Redemption Value: Monitor the per-share redemption value, which is currently approximately $10.10, and how it may fluctuate with interest rates.
- Share Count: Confirm the final count of 20,000,000 Public Shares and 5,000,000 Founder Shares following the forfeiture of the over-allotment shares.