Siddhi Acquisition Corp (SDHI) 10-K details $286M trust and 2027 SPAC deadline
Siddhi Acquisition Corp (SDHI) is a Cayman Islands-based blank check company formed in July 2024 to complete a merger or similar business combination and has not yet selected a target. On April 2, 2025, it completed an IPO of 27,600,000 units at $10.00 per unit, raising $276,000,000, and a simultaneous private placement of 338,000 units for $3,380,000. A total of $277,380,000 of net proceeds was placed into a trust account at JP Morgan, which grew to $285,981,442 as of December 31, 2025, including $8,601,442 of interest income invested in short-term U.S. Treasury Bills.
For 2025, Siddhi reported a net loss of $223,387, driven by $8,824,829 of operating costs, largely offset by trust interest. Cash held outside the trust was $664,894, while IPO-related offering costs totaled $9,056,885. The company notes substantial doubt about its ability to continue as a going concern because it must complete a business combination by January 2, 2027 (with a possible 6‑month extension) or liquidate and return funds to public shareholders. As of March 16, 2026, there were 27,938,000 Class A and 6,900,000 Class B ordinary shares outstanding, with the sponsor owning 6,900,000 Class B shares. Management and advisors bring extensive prior SPAC, investment banking, and consumer/food-tech experience, and the strategy focuses on high-growth, mission-driven businesses benefiting from secular trends.
Positive
- None.
Negative
- Going concern uncertainty: The company and its auditor state that the mandatory liquidation date of January 2, 2027, potential liquidity shortfalls, and reliance on completing a business combination raise substantial doubt about Siddhi Acquisition Corp’s ability to continue as a going concern.
Insights
SPAC is fully funded but faces a hard 2027 deadline to close a deal.
Siddhi Acquisition Corp raised $276,000,000 in its IPO plus $3,380,000 in a private placement, placing $277,380,000 into a trust that reached $285,981,442 by December 31, 2025. Interest income of $8,601,442 nearly offset operating costs of $8,824,829, limiting the 2025 net loss to $223,387.
Despite this strong cash position, only $664,894 sits outside the trust, which constrains day-to-day spending and due diligence. The auditor and management explicitly highlight substantial doubt about going concern because Siddhi must complete a business combination by January 2, 2027, with only a possible six‑month extension, or liquidate.
The outcome now depends on management’s ability to source and negotiate a suitable target within that timeframe. Subsequent disclosures in future annual or quarterly reports will indicate whether Siddhi has signed or closed a definitive business combination agreement ahead of the stated deadline.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
| Page | ||
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii | |
| PART I | ||
| ITEM 1. | BUSINESS | 1 |
| ITEM 1A. | RISK FACTORS | 6 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 6 |
| ITEM 1C. | CYBERSECURITY | 6 |
| ITEM 2 | PROPERTIES | 6 |
| ITEM 3. | LEGAL PROCEEDINGS | 6 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 6 |
| PART II | 7 | |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 7 |
| ITEM 6. | [RESERVED] | 8 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 10 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 10 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 10 |
| ITEM 9B. | OTHER INFORMATION | 11 |
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 11 |
| PART III | 12 | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 12 |
| ITEM 11. | EXECUTIVE COMPENSATION | 18 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS | 19 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 20 |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 22 |
| PART IV | 23 | |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 23 |
| ITEM 16. | FORM 10-K SUMMARY | 24 |
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CERTAIN TERMS
References to “the Company,” “SDHI,” “our,” “us” or “we” refer to Siddhi Acquisition Corp, a blank check company incorporated as a Cayman Islands exempted company on July 5, 2024. References to the “Sponsor” refer to Siddhi Sponsor LLC, a Delaware limited liability company. References to our “IPO” refer to the initial public offering of Siddhi Acquisition Corp, which closed on April 2, 2025.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:
| ● | ability to select an appropriate target business or businesses; |
| ● | ability to complete our initial Business Combination; |
| ● | expectations around the performance of the prospective target business or businesses; |
| ● | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
| ● | officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements; |
| ● | potential ability to obtain additional financing to complete our initial Business Combination; |
| ● | pool of prospective target businesses; |
| ● | the ability of our officers and directors to generate a number of potential investment opportunities; |
| ● | potential change in control if we acquire one or more target businesses for shares; |
| ● | the potential liquidity and trading of our securities; |
| ● | the lack of a market for our securities; |
| ● | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | financial performance following our IPO. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.
ii
PART I
ITEM 1. BUSINESS
Introduction
We are a blank check company incorporated on July 5, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our initial Business Combination. Although we have evaluated, and continue to evaluate, several potential opportunities, we have not selected any Business Combination target.
On April 2, 2025, the Company consummated its IPO of 27,600,000 units (the “Units”), which includes full exercise of the underwriters’ over-allotment option to purchase 3,600,000 additional Units on April 1, 2025. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share of the Company. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $276,000,000.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which the Sponsor, purchased 338,000 private units (the “Private Units”) at a price of $10.00 per Private Unit, generating gross proceeds of $3,380,000. The Private Units are identical to the Units sold in the IPO. The Sponsor or its permitted transferees agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of the Company’s initial Business Combination. The holders of the Private Units were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
As of April 2, 2025, a total of $277,380,000 of the net proceeds from the IPO and the Private Placement was deposited in a trust account established for the benefit of the Company’s public shareholders. Our trust account is held with JP Morgan. Except with respect to permitted withdrawals, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial Business Combination, (ii) the redemption of our public shares if we are unable to complete our initial Business Combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our public shares if we have not consummated an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
Management Team
Led by our Chairman, Brian Finn, our management team and advisors collectively have over 100 years of investment experience and have served on over 30 public and private Boards. We believe that we will benefit from the deep investment, operational and board-level experience of our management team combined with an extensive network of founders, investors, and executives at various high-growth companies.
Our Chairman, Brian D. Finn brings more than 40 years of investment experience spanning the private and public sectors. Mr. Finn’s current roles include:
| ● | Chairman of Siddhi Holdings, an operationally focused growth equity firm specializing in consumer brands and food technology |
| ● | Chairman of Covr Financial Technologies Corp., a firm which offers financial institutions a digital platform to sell leading insurance products |
| ● | Chairman of Star Mountain Capital, a lower middle market credit investment firm |
| ● | Director at Palladyne AI (NASDAQ: PDYN, formerly Sarcos Technology and Robotics) |
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Mr. Finn began his career in 1982 as a member of the Mergers & Acquisitions Group at The First Boston Corporation, ultimately becoming Co-Head of Mergers and Acquisitions in 1993 and advising on dozens of transactions worth well over $100 billion. From 2002 to 2005, Mr. Finn held a number of senior management positions within Credit Suisse, including President of Credit Suisse First Boston, President of Investment Banking, Chief Executive Officer of Credit Suisse USA and a member of the Office of the Chairman of CSFB. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments at Credit Suisse, one of the world’s leading alternative investment managers with over $100 billion Assets under Management. From 1997 to 2002, Mr. Finn was a principal and partner of private equity firm Clayton, Dubilier & Rice. Mr. Finn also served on the Board of The Scotts Miracle-Gro Company, BlackRock Capital Corporation, Owl Rock Capital Corporation, Baxter International, MGM Pictures, and Telemundo.
Our Chief Executive Officer and Director, Sam Potter, has served as Partner at Siddhi Holdings since June 2021. Prior to joining Siddhi Holdings, Mr. Potter served as the Managing Member of BMB Capital, a financial consulting firm he founded. Other roles include Vice President of Corporate Development for WVC Holdings (formerly Wolf Venture Capital), an early-stage investment firm and Vice President of Finance at Ebbu, an early-stage hemp and cannabis research company. Mr. Potter was previously a member of the Board of Directors of Thistle Health, a meal delivery company, and Momo Orchard Holdings, a pantry essentials brand (“Momofuku Goods”). Mr. Potter started his career at Deutsche Bank in the Global Industrials Group and subsequently as an investment professional in Ares Management’s Direct Lending business.
Our Chief Financial Officer, Harley (“Mike”) Rollins has served as Partner and COO of Calabrese Consulting, a financial accounting and consulting firm, since July 2019. Mr. Rollins holds a Bachelor of Arts and Business Administration and a Masters of Accountancy from the University of Georgia.
Senior Advisor, Stefan Selig, has served on the board of directors for Simon Property, as well as the Lead Independent Director of the board of directors for Safehold (formerly Safety, Income & Growth Inc.) since 2017. Mr. Selig joined the board of directors for Marelli Holdings in 2025. In addition, Mr. Selig founded BridgePark Advisors, a strategic advisory firm, in 2017. Prior to that, Mr. Selig served as Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from June 2014 to June 2016. Prior to this, Mr. Selig was with Bank of America Merrill Lynch from March 1999 to May 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking. Prior to joining Bank of America Merrill Lynch, Mr. Selig held various senior investment banking positions at UBS Securities and Wasserstein Parella & Co., and began his investment banking career at The First Boston Corporation.
Advisor, Melissa Facchina, has over 25 years of experience across the food and beverage manufacturing and services industries. Since March 2020, she has served as Managing Partner at Siddhi Holdings. Prior to forming Siddhi Holdings, Ms. Facchina launched Siddhi Ops (formerly Siddhi Shot Corp.), which became a premier outsourced operations firm serving high-growth and emerging food and beverage companies. Ms. Facchina has significant expertise in food and beverage manufacturing, having served in various roles for her family’s business, Johanna Foods, Inc., one of the largest privately-held juice manufacturing company in the country. Taking advantage of her many years on plant floors, she saw a gap in operational knowledge and execution in the innovative, venture-backed, food and beverage world, and built a team of highly skilled professionals in Siddhi Ops to serve that need. Siddhi Ops has worked with hundreds of clients, negotiated thousands of contracts across the food and beverage value chain, and regularly managed upwards of 30 brands at a time and more than 80 product launches per year. Ms. Facchina currently serves on the Board of Directors for Magic Spoon, Mid-Day Squares, immi (Fifty Foods), and Momofuku Goods.
Advisor, Steven Finn, co-founded and has served as co-Managing Partner of Siddhi Holdings, where he has led investments in food, beverage, and food tech companies and is focused on all stages of sourcing, evaluating and creating value with Siddhi Holdings’ portfolio. Prior to co-founding Siddhi Holdings, Mr. Finn invested on behalf of Marstar Investments, a private investment vehicle, as a generalist across a broad set of industries and stages. Prior to this, Mr. Finn was the Co-Chief Executive Officer and Chief Technology Officer of LocalStove LLC, a food technology startup in the corporate catering space that was acquired by HUNGRY Marketplace in 2018. Mr. Finn currently serves on the boards of directors of Liberation Labs, Kencko, Matrix F.T., True Made Foods, Moku, BlueNalu, Gathered Foods, and Plantible Foods, and is a board observer of Sapor Food Group (dba Simply Good Jars), and MycoTechnology.
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Advisor, Amy Salerno, serves as Co-Managing Partner and Chief Financial Officer of Siddhi Holdings which she joined in October 2021. She served as the Chief Financial Officer of Rotor Acquisition Corp. from September 2020 to September 2021, in addition to acting as a private consultant and advisor from 2020 to 2021. From 2016 to 2020, Ms. Salerno served as the Chief Financial Officer and Chief Operating Officer of Covr Financial Technologies, an insurance technology firm. Prior to Covr, she was the Chief Operating Officer of Pioneer Wealth Partners, a multi-family office and wealth advisory boutique catering to high-net worth families, from 2009 to 2016. Previous operational management roles include Greentech Capital Advisors where she was a Principal in the operations and business development area from 2008 to 2009 and BroadStreet Capital Partners where she was Head of Operations from 2005 to 2009. Ms. Salerno began her career in 1997 at Lehman Brothers in the structured products origination and mortgage-backed securities groups.
Our Independent Directors
Alan H. Howard has served as a member of our board of directors and Chair of the Audit Committee since August 2024. Mr. Howard is the Managing Partner of Heathcote Advisors LLC, which he formed in 2008, and is currently the lead independent director, chair of the Compensation and Human Capital Committee and member of the Audit Committee of Movado Group, Inc. and also serves as the Chair of the Board of the New England Expert Technologies Corp.(formerly, Valley Precision Parts Corporation). In April 2018, Mr. Howard joined one of the Group Board of Directors and Trustees of BNY Family of Funds and in 2020, was named Chair of the Audit Committee for his Group Board. From 2013 to June 2021, Mr. Howard served as Senior Advisor at Rossoff & Company LLC. From 2020 until April 2021, Mr. Howard served on the Board of Directors of Diamond Offshore Drilling, Inc. From 2012 through 2019, Mr. Howard served as the President and a Director of Dynatech/MPX Holdings. From 2008 through 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC. Prior to 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC, having first joined its predecessor firm in 1985.
Jessica Hoffman Brennan has served as a member of our board of directors since August 2024. Ms. Brennan serves as a Senior Advisor at Kohlberg and Company, where she first joined in November 2022 and previously served as a Partner and Head of Strategy and Investor Relations. Since January 2022, Ms. Brennan has also served as an independent board member of Commonfund, a $28 billion asset management firm. Prior to joining Kohlberg and Company, Ms. Brennan held senior roles at The Carlyle Group, Onex Corp., and Credit Suisse. As Managing Director and the Head of Client and Product Solutions at Onex from April 2020 to April 2022, Ms. Brennan led capital formation and product strategy. From June 2011 to December 2019, Ms. Brennan served as a Partner and Managing Director of The Carlyle Group where she was responsible for investor relations and capital formation. Earlier in her career, Ms. Brennan was an investment banker, most recently a Managing Director in the Private Fund Group at Credit Suisse which acquired her prior firm, Donaldson Lufkin & Jenrette (DLJ).
Matthew Shigenobu Muta has served as a member of our board of directors since February 2025. Mr. Muta has served as Senior Vice President at Optum Consumer Engineering, part of UnitedHealth Group, since July 2024 and has been a director at Palladyne AI Corp. since 2021. Mr. Muta has held various leadership roles at Delta Air Lines Inc. (NYSE: DAL), from 2014 until his retirement in March 2024, including serving as their Vice President, Innovation and Operations Technology from 2016 until March 2024, and as Vice President, Innovation & Commercial Technologies from 2014 to 2016. Mr. Muta previously held various positions at Microsoft, Inc. (Nasdaq: MSFT), including Global Managing Director, Hospitality & Travel.
Together, we believe our directors bring additional expertise that will enhance our ability to identify and execute our initial Business Combination, and may enhance our ability to execute upon various value creation initiatives after successful completion of our Business Combination.
Notwithstanding the foregoing, past experience or performance of our management team and their respective affiliates is not a guarantee of either (1) our ability to successfully identify and execute a Business Combination or (2) success with respect to any Business Combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of future performance. Our management team and their respective affiliates have been involved with a large number of public and private companies in addition to those identified above, not all of which have achieved similar performance levels. See “Risk Factors — Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company. For a complete list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to “Management — Conflicts of Interest.”
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Prior SPAC Experience
Mr. Finn acted as Chief Executive Officer for Rotor Acquisition Corp. (“Rotor”), which raised $276 million in January 2021. Mr. Potter served as the Vice President of Corporate Development of Rotor while Ms. Salerno served as Chief Financial Officer and Mr. Selig served as Chairman of the Board. In September 2021, Rotor completed its Business Combination with Sarcos Corp. (“Sarcos”). Originally spun-out of the University of Utah in 1983, Sarcos (now known as Palladyne AI Corp) is a pioneer in the robotic systems industry with a focus on developing artificial intelligence and machine learning technologies to support third-party stationary and mobile robotics systems. Mr. Selig also served as an independent director to Tuscan Holdings Corp. (“Tuscan”) which raised $240 million in March 2019. In July 2021, Tuscan completed its Business Combination with Microvast, a provider of battery technologies for commercial and specialty electric vehicles. See “Proposed Business — Prior SPAC Experience” for further information.
Business Strategy
We intend to focus on well run, high growth businesses with tailwinds from secular growth trends. We are particularly interested in mission-driven management teams who are committed to addressing real market needs and who are finding voids in the market through personal experiences. We believe that those who can leverage passion will drive the greatest success. Our business strategy is to leverage the unique insights of our management team as well as its network of high-quality relationships across industries in which our management team has experience to source and execute a Business Combination with a prospective private company. These networks have been developed over decades and include a diverse mix of financial sponsors, private investors, financial advisors, investment bankers, attorneys, consultants, commercial bankers, accountants, institutional investors, and founders of high-growth companies in various industries. We believe we will be able to capitalize on, and leverage, our management team’s breadth of deal flow and decades of operations and manufacturing expertise, as well as its venture capital, private equity, merger and acquisition and public markets expertise, to significantly increase the likelihood that we will be able to locate and invest in, or enter into a Business Combination with, a private company that is a later stage, high-growth company that has proven its ability to take advantage of the major secular trends driving growth and that we believe to have a real ability to scale and meet mass-market demand.
Over their careers, our management team has demonstrated a distinct combination of capabilities including:
| ● | A track record of identifying long-term secular trends and developing proprietary deal flow to find and partner with companies capitalizing on these tailwinds. |
| ● | Significant experience in sourcing, screening and identifying unique companies with industry leading management teams and defensible market positions that can create substantial value. |
| ● | Extensive experience executing deals through all economic cycles and in partnering with skilled management teams to capitalize on opportunities presented in dynamic market conditions. |
| ● | Broad and deep network of relationships spanning venture and private equity investors, operators, bankers, advisors, service providers, and strategic players that provide substantial deal flow and highly-valuable industry insights. |
| ● | Leveraging unique operational insight to identify companies that have a realistic and achievable business plans that can create long-term value. |
| ● | Access to a high-quality network of advisors, board members, consultants, current and retired executives who can help complement potential targets to drive value creation. |
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| ● | Deep understanding and connectivity across the capital markets to position companies and help management teams transition from private to public ownership. |
| ● | History of co-investment and partnership among members of our management team who successfully launched Siddhi Holdings to take advantage of proprietary deal flow and complementary skillsets. |
| ● | Considerable experience operating a wide range of businesses, prioritizing opportunities, allocating capital and managing risks across a broad array of markets. |
| ● | Experience of serving on both public and private boards with expertise in helping to guide and manage high growth businesses. |
Business Combination Criteria
Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:
| ● | Command a leadership position in high growth segments of its industry with favorable tailwinds, strong consumer adoption and potential for mass market distribution; |
| ● | Benefit from a defensible strategic positioning relative to competitors as well as entrenched relationships across the value chain with an emphasis on scalability; |
| ● | Have compelling sector trends |
| ● | Have a strong financial profile with healthy (for its industry) and scalable margins, which we believe can result in a capital efficient business that is profitable, or has a clear path to profitability |
| ● | Are led by a strong management team with a track record of building successful teams that consistently exceed company goals; |
| ● | Have products or services that are focused on a large total addressable end market with an operational strategy and plan that can capitalize on this market opportunity; |
| ● | Can benefit from our management team’s expertise, relationships, network and capabilities in industries where its management team has expertise |
| ● | Are executing on a clear and actionable growth plan with operations that can scale quickly and profitably; |
| ● | Can benefit from access to the capital markets in order to fund strategic growth plans through areas such as international expansion and acquisitions; and |
| ● | Have a management team that is aligned with our shareholders and ready, willing and able to manage a public company. |
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed in this Annual Report on Form 10-K, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
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Employees
We currently have two officers: Messrs. Potter and Rollins. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full time employees prior to the completion of our initial Business Combination.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to make disclosures under this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
ITEM 2. PROPERTIES
Our executive offices are located at 100 Wall Street, 20th Floor, New York, NY 10005, and our telephone number is (347) 316-8312. We consider our current office space adequate for our current operations.
ITEM 3. LEGAL PROCEEDINGS
We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “SDHIU” on or about April 1, 2025, and the Class A Ordinary Shares and rights began separate trading on Nasdaq under the symbols “SDHI” and “SDHIR,” respectively, on or about June 4, 2025.
Holders of Record
As of March 16, 2026, there were 27,938,000 Class A Ordinary Shares issued and outstanding held by 1 shareholder of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Use of Proceeds
The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses, which we refer to as our initial Business Combination.
On April 2, 2025, the Company consummated its IPO of 27,600,000 Units, which includes full exercise of the underwriters’ over-allotment option to purchase 3,600,000 additional Units. Each Unit consists of one Class A Ordinary Share and one right to receive one-tenth (1/10) of one Class A Ordinary Share of the Company. The Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds to the Company of $276,000,000.
Simultaneously with the closing of the IPO, the Company consummated the Private Placement in which the Sponsor, purchased 338,000 Private Units at a price of $10.00 per Private Unit, generating gross proceeds of $3,380,000. The Private Units are identical to the Units sold in the IPO. The Sponsor or its permitted transferees agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of the Company’s initial Business Combination. The holders of the Private Units were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview
We are a blank check company incorporated in the Cayman Islands on July 5, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot provide assurance that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 5, 2024 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the year ended December 31, 2025, we had a net loss of $223,387, which consists of operating costs of $8,824,829 offset by interest earned on marketable securities held in the Trust Account of $8,601,442.
For the period from July 5, 2024 (inception) through December 31, 2024, we had a net loss of $64,917, which consists of operating costs.
Liquidity, Capital Resources and Going Concern
On April 2, 2025, we consummated the Initial Public Offering of 27,600,000 units at $10.00 per Unit, which includes the full exercise of the underwriter’s over-allotment option. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 338,000 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $3,380,000.
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Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $277,380,000 was placed in the Trust Account. We incurred $9,056,885 of offering costs, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs.
For the year ended December 31, 2025, net cash used in operating activities was $603,305. Net loss of $223,387 was impacted by the interest earned on marketable securities held in Trust Account of $8,601,442. Changes in operating assets and liabilities provided $8,221,524 of cash from operating activities.
For the period from July 5, 2024 (inception) through December 31, 2024, net cash used in operating activities was $59,917. Net loss of $64,917. Changes in operating assets and liabilities provided $5,000 of cash from operating activities.
As of December 31, 2025, we had investments held in the Trust Account of $285,981,442 (including approximately $8,601,442 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of December 31, 2025, we had cash of $664,894 outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). There is no certainty that the Company would be successful in securing adequate financing for pursuing its goals.
In addition, if the Company is unable to complete a Business Combination by January 2, 2027, unless extended for further 6 months, then the Company will cease all operations except for the purpose of liquidating. The Company cannot be assured that its plans to consummate an initial Business Combination will be successful.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” Management has determined that the potential liquidity shortfall and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be required to liquidate after January 2, 2027.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay a monthly technology, software, computer, systems, administrative support, secretarial services and infrastructure fee of $15,000 to Siddhi Capital Holdings, until the earlier of an initial Business Combination or liquidation of the Company. We began incurring these fees on March 31, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
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The underwriter was entitled to a cash underwriting fee of $250,000 which was paid to Santander US Capital Markets LLC (“Santander”) upon the closing of the Initial Public Offering.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.
Net Loss Per Ordinary Share
We apply the two-class method in calculating earnings per share. Net loss per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per ordinary share, basic and diluted for Class B non-redeemable ordinary shares is calculated by dividing the net loss, less loss attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Not required for smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
This information appears following Item 15 of this Report and is included herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
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Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management’s Report on Internal Controls Over Financial Reporting
As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
| (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth information about our directors and executive officers.
| Name | Age | Position | ||
| Brian D. Finn | 65 | Chairman of the Board | ||
| Sam Potter | 41 | Chief Executive Officer and Director | ||
| Mike Rollins | 54 | Chief Financial Officer | ||
| Alan H. Howard | 66 | Director | ||
| Jessica Hoffman Brennan | 51 | Director | ||
| Matthew Shigenobu Muta | 57 | Director |
Brian D. Finn — Our Chairman, Brian D. Finn brings more than 40 years of investment experience spanning the private and public sectors. Mr. Finn’s current roles include Director at Palladyne AI (NASDAQ: PDYN, formerly Sarcos Technology and Robotics), since September 2021, Chairman of Siddhi Holdings, an operationally focused growth equity firm specializing in consumer brands and food technology, since September 2020, Chairman of Covr Financial Technologies Corp., a firm which offers financial institutions a digital platform to sell leading insurance products, since January 2018, and Chairman of Star Mountain Capital, a lower middle market credit investment firm since January 2017. From 2009 to March 2013, Mr. Finn served as the Chief Executive Officer of Asset Management Finance and as its Chairman from 2008 to March 2013. From 2004 to 2008, Mr. Finn was Chairman and Head of Alternative Investments at Credit Suisse, one of the world’s leading alternative investment managers with over $100 billion Assets under Management. From 2002 to 2005, Mr. Finn held a number of senior management positions within Credit Suisse, including President of Credit Suisse First Boston, President of Investment Banking, Co-President of Institutional Securities, Chief Executive Officer of Credit Suisse USA and a member of the Office of the Chairman of CSFB. Mr. Finn was also a member of the Executive Board of Credit Suisse. From 1997 to 2002, Mr. Finn was a principal and partner of private equity firm Clayton, Dubilier & Rice. Mr. Finn began his career in 1982 as a member of the Mergers & Acquisitions Group at The First Boston Corporation, ultimately becoming Co-Head of Mergers and Acquisitions in 1993 and advising on dozens of transactions worth well over $100 billion. Mr. Finn also served on the Board of The Scotts Miracle-Gro Company, BlackRock Capital Corporation, Owl Rock Capital Corporation, Baxter International, MGM Pictures, and Telemundo. We believe that Mr. Finn’s significant experience in corporate transactions, capital markets, and his senior leadership experience at public and private companies make him well qualified to serve as a member of our board of directors.
Sam Potter — Our Chief Executive Officer and Director, Sam Potter has served as Partner at Siddhi Holdings since June 2021 until the present. Mr. Potter was previously a member of the Board of Directors of Thistle Health, a meal delivery company, and Momo Orchard Holdings, a pantry essentials brand (“Momofuku Goods”). From September 2020 until September 2021, Mr. Potter served as the Vice President of Corporate Development of Rotor Acquisition Corporation, a $276M blank check company which executed a Business Combination with Palladyne AI (NASDAQ: PDYN, formerly Sarcos Technology and Robotics) in September 2021. From May 2019 to December 2021, Mr. Potter served as the Managing Member of BMB Capital, a financial consulting firm he founded. From November 2016 to February 2021, Mr. Potter served as the Vice President of Corporate Development for WVC Holdings (formerly Wolf Venture Capital), an early-stage investment firm. From April 2015 to September 2016, Mr. Potter served as Vice President of Finance at Ebbu, an early-stage hemp and cannabis research company, and from June 2014 to April 2015, he was a consultant to GoHydrate, a direct-to-consumer beverage company. Previously, Mr. Potter served as an investment professional in Ares Management’s Direct Lending business from 2010 to 2014. Mr. Potter started his career in 2007 at Deutsche Bank in the Global Industrials Group. Mr. Potter received a B.S. from the Kelley School of Business at Indiana University. We believe that Mr. Potter is qualified to serve on our Board of Directors based on his experience in capital markets, private equity and credit investing, and financial consulting.
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Mike Rollins — Our Chief Financial Officer, Harley (“Mike”) Rollins has served as Partner and COO of Calabrese Consulting, a financial accounting and consulting firm, since July 2019. Mr. Rollins holds a Bachelor of Arts and Business Administration and a Masters of Accountancy from the University of Georgia.
Independent Directors
Alan H. Howard — Since August 2024, Alan H. Howard has served as a member of our board of directors and is currently a chair of the audit committee. From April 2022 to the present, Mr. Howard has also been a member and chair of the Board of Directors of New England Expert Technologies Corp. (formerly, Valley Precision Parts Corporation), a privately held manufacturer of complex, close tolerance and precision-machined parts and assemblies for a variety of industries and applications. In April 2018, Mr. Howard joined one of the Group Board of Directors and Trustees of BNY Family of Funds and in 2020, was named Chair of the Audit Committee for his Group Board. Since February 2008 to the present, Mr. Howard has been the Managing Partner of Heathcote Advisors LLC, which provides financial advisory services as well as makes principal investments. From September 1997 to the present, Mr. Howard has been member of the Board of Directors of Movado Group, Inc., a leading global designer, marketer and distributor of watches, and serves as Lead Independent Director, Chair of the Compensation and Human Capital Committee and a member of the Board’s Audit Committee. In February 2025, Mr. Howard became affiliated with LSH Partners Securities LLC, a merchant banking firm specializing in investment banking services and private placement capital raising with a focus on family offices. From March 2020 through April 2021, he was a member of the Board of Directors of Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, and served as Lead Independent Director, Chair of the Audit Committee and a member of the Board’s Finance and Executive Committees. From October 2013 until June 2021, Mr. Howard served as a Senior Advisor at Rossoff & Company LLC, an independent investment banking firm that provides advice on mergers and acquisitions, corporate finance and restructurings and assists on raising debt and equity capital in the private and public markets. From February 2012 to June 2019, Mr. Howard also was a member of the Board of Directors of D/M Holdings and served as Chief Executive Officer of one of its two operating companies (Dynatech International LLC), while also serving on the boards of the two operating companies (Dynatech International LLC and Military Parts Exchange LLC). From February 2012 through June 2019, Mr. Howard also served as the President of Dynatech/MPX Holdings LLC (“D/M Holdings”), a privately held global supplier and service provider of military aircraft parts for multiple platforms and engines. From October 2008 through June 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC, which provides strategic advice to hedge funds and asset managers. Prior to June 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC (“CSFB”), an international provider of financial services. He had been with CSFB and its predecessor companies since September 1985. He earned B.S. and M.S. degrees, with honors (Dean’s List, Tau Beta Pi, Alpha Pi Mu), from Columbia University School of Engineering and Applied Sciences and an M.B.A. degree in Finance from the Columbia University Graduate School of Business where he was named a Dean’s Scholar. We believe that Mr. Howard’s significant experience in corporate transactions and his senior leadership experience make him well qualified to serve as a member of our board of directors.
Jessica Hoffman Brennan — Since August 2024, Jessica Hoffman Brennan has served as a member of our board of directors and is currently a chair of the compensation and human capital committee. Ms. Brennan serves as a Senior Advisor at Kohlberg and Company, where she first joined in November 2022 and previously served as a Partner and Head of Strategy and Investor Relations. Since January 2022, Ms. Brennan has also served as an independent board member of Commonfund, a $28 billion asset management firm founded in 1971 that serves institutional investors as OCIO and alternative asset manager. Prior to joining Kohlberg and Company, Ms. Brennan held senior roles at The Carlyle Group, Onex Corp., and Credit Suisse. As Managing Director and the Head of Client and Product Solutions at Onex from April 2020 to April 2022, Ms. Brennan led capital formation and product strategy. From June 2011 to December 2019, Ms. Brennan served as a Partner and Managing Director of The Carlyle Group where she was responsible for investor relations and capital formation. Earlier in her career, Ms. Brennan was an investment banker, most recently a Managing Director in the Private Fund Group at Credit Suisse which acquired her prior firm, Donaldson Lufkin & Jenrette (DLJ). Ms. Brennan also currently serves on the following non-corporate boards: Executive Board for the Wharton Graduate School, the University of Pennsylvania; Women’s Leadership Board, Harvard Kennedy School, Women and Public Policy Center; and the Dean’s Advisory Council, the University of Michigan’s Literature Science & Arts College. Ms. Brennan holds an MBA in Finance from The Wharton School of the University of Pennsylvania and an AB in Economics and Literature from the University of Michigan. We believe that Ms. Brennan is qualified to serve on our Board of Directors based on her experience in capital markets, capital formation, private investing, and investment management.
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Matthew Shigenobu Muta — Since February 2025, Matthew Shigenobu Muta has served as a member of our board of directors. Mr. Muta has served as Senior Vice President at Optum Consumer Engineering, part of UnitedHealth Group, since July 2024 and has been a director at Palladyne AI Corp. since 2021. Mr. Muta has held various leadership roles at Delta Air Lines Inc. (NYSE: DAL), from 2014 until his retirement in March 2024, including serving as their Vice President, Innovation and Operations Technology from 2016 until March 2024, and as Vice President, Innovation & Commercial Technologies from 2014 to 2016. Mr. Muta previously held various positions at Microsoft, Inc. (Nasdaq: MSFT), including Global Managing Director, Hospitality & Travel. Mr. Muta holds a Bachelor of Arts Degree in Communications from Boise State University. We believe Mr. Muta’s leadership experience at some of the world’s largest companies, including in industries that we believe include potential customers of ours, and his experience working with highly sophisticated and complex technology qualifies him to serve on our Board of Directors.
Advisors
Stefan Selig — Senior Advisor, Stefan Selig, has served on the board of directors for Simon Property, as well as the Lead Independent Director of the board of directors for Safehold (formerly Safety, Income & Growth Inc.) since 2017. Mr. Selig joined the board of directors for Marelli Holdings in 2025. In addition, Mr. Selig founded BridgePark Advisors, a strategic advisory firm, in 2017. Prior to that, Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the President’s Advisory Council on Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America Merrill Lynch, beginning in 1999, including being the Executive Vice Chairman of Global Corporate & Investment Banking from 2009 to 2014, and prior to that, he was Vice Chairman of Global Investment Banking and Global Head of Mergers & Acquisitions. Prior to joining Bank of America Merrill Lynch, he held various senior investment banking positions at UBS Securities and Wasserstein Parella & Co., and began his investment banking career at The First Boston Corporation. In the past five years, Mr. Selig served on the board of directors of Rotor Acquisition Corp., where he was a member of the audit committee; on the board of directors of Tuscan Holdings Corp. where he was a member of the audit committee; and on the board of directors of Entercom Communications Corp. Mr. Selig received a B.A. from Wesleyan University., and M.B.A from Harvard Business School and attended London School of Economics and Political Science (General Course).
Melissa Facchina — Advisor, Melissa Facchina, has over 25 years of experience across the food and beverage manufacturing and services industries. Since March 2020, she has served as Managing Partner at Siddhi Holdings. Prior to forming Siddhi Holdings, Ms. Facchina launched Siddhi Ops (formerly Siddhi Shot Corp.) in March 2016, which became a premier outsourced operations firm serving high-growth and emerging food and beverage companies. Ms. Facchina had been operating as an outsourced operations partner, supporting various consumer packaged goods companies since June 2015. In 2014, Ms. Facchina worked with ForceBrands, a New York-based boutique recruitment firm serving the emerging food and beverage segment, building infrastructure for operations and manufacturing roles. From 2012 to 2014, Ms. Facchina worked as a freelance consultant to several companies, servicing both the tech and health and wellness communities. Prior to 2012, she spent three years working at Johanna Foods, Inc., one of the largest privately held juice manufacturing and distribution company, serving in various capacities. Taking advantage of her many years on plant floors, she saw a gap in operational knowledge and execution in the innovative, venture-backed, food and beverage world, and built a team of highly skilled professionals in Siddhi Ops to serve that need. Siddhi Ops has worked with hundreds of clients, negotiated thousands of contracts across the food and beverage value chain, and regularly managed upwards of 30 brands at a time and more than 80 product launches per year. Ms. Facchina currently serves on the Board of Directors for Magic Spoon, Mid-Day Squares, immi (Fifty Foods), and Momofuku Goods. Ms. Facchina received a Bachelor of Science in Behavioral Neuropsychology from Rider University.
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Steven Finn — Advisor Steven Finn has served as co-Managing Partner of Siddhi Holdings since co-founding the firm in March 2020, where he has led investments in food, beverage, and food tech companies and is focused on all stages of sourcing, evaluating and working with Siddhi Holdings’ portfolio companies to help create value with his understanding of technology, fundraising and strategy. Prior to co-founding Siddhi Holdings, Mr. Finn previously invested on behalf of Marstar Investments, a private investment vehicle, as a generalist across a broad set of industries and stages. Prior to this, Mr. Finn was the Co-Chief Executive Officer and Chief Technology Officer of LocalStove LLC, a food technology startup in the corporate catering space that was acquired by HUNGRY Marketplace in 2018. Prior to graduating from business school, Mr. Finn was a Financial Software Engineer at Bloomberg L.P., focused on developing their in-house Customer Relationship Management software from 2011 to 2014. Prior to that, Mr. Finn was a Co-Founder and VP of Operations and Technology at Rentmine.com, a technology startup. Mr. Finn currently serves on the boards of directors of Liberation Labs, Kencko, True Made Foods, BlueNalu, and Plantible Foods, and is a board observer of Ark Biotech, MycoTechnology, and Ummino. Mr. Finn received both a B.S. and a M.B.A from the Wharton School at the University of Pennsylvania, as well as a M.S. in Computer and Information Technology from the University of Pennsylvania’s school of Engineering and Applied Sciences.
Amy Salerno — Advisor, Amy Salerno, serves as Co-Managing Partner and Chief Financial Officer of Siddhi Holdings which she joined in October 2021. She served as the Chief Financial Officer of Rotor Acquisition Corp. from September 2020 to September 2021, in addition to acting as a private consultant and advisor from 2020 to 2021. From 2016 to 2020, Ms. Salerno served as the Chief Financial Officer and Chief Operating Officer of Covr Financial Technologies, an insurance technology firm. Prior to Covr, she was the Chief Operating Officer of Pioneer Wealth Partners, a multi-family office and wealth advisory boutique catering to high-net worth families, from 2009 to 2016. Previous operational management roles include Greentech Capital Advisors where she was a Principal in the operations and business development area from 2008 to 2009 and BroadStreet Capital Partners where she was Head of Operations from 2005 to 2009. Ms. Salerno began her career in 1997 at Lehman Brothers in the structured products origination and mortgage-backed securities groups. Ms. Salerno received a B.A. in Economics with Distinction from Cornell University and an M.B.A. from the Tuck School of Business at Dartmouth.
Number and Terms of Office of Officers and Directors
We have four directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Mr. Matthew Shigenobu Muta will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ms. Jessica Hoffman Brennan will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Mr. Alan H. Howard, will expire at the third annual general meeting.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.
Director Independence
Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Ms. Jessica Hoffman Brennan, Mr. Alan H. Howard, and Mr. Matthew Shigenobu Muta are our independent directors.
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Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a Business Combination as set forth in “Effecting our initial Business Combination — Sources of Target Businesses” in the prospectus and such transaction was approved by a majority of our independent and disinterested directors.
Committees of the Board of Directors
Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.
Audit Committee
Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Ms. Jessica Hoffman Brennan, Mr. Alan H. Howard, and Mr. Matthew Shigenobu Muta, each of whom is an independent director under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Mr. Alan H. Howard chairs the Audit Committee.
The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
| ● | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; |
| ● | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; |
| ● | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
| ● | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
| ● | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
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Financial Experts on Audit Committee
Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
Each member of the audit committee is financially literate and our board of directors has determined that Mr. Alan H. Howard qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC, which generally is any person who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.
Director nominations
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Howard and Muta, and Ms. Brennan. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.
Compensation Committee
Our Compensation Committee consists of Ms. Jessica Hoffman Brennan, Mr. Alan H. Howard, and Mr. Matthew Shigenobu Muta each of whom is an independent director under the Nasdaq listing standards. Ms. Jessica Hoffman Brennan is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
| ● | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; |
| ● | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
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| ● | reviewing our executive compensation policies and plans; |
| ● | implementing and administering our incentive compensation equity-based remuneration plans; |
| ● | assisting management in complying with our proxy statement and annual report disclosure requirements; |
| ● | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
| ● | producing a report on executive compensation to be included in our annual proxy statement; and |
| ● | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Code of Ethics
We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You may review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.
Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.
ITEM 11. EXECUTIVE COMPENSATION
Executive Officers and Director Compensation
None of our officers has received any cash compensation for services rendered to us. Other than as set forth in the prospectus, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers, directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial Business Combination (regardless of the type of transaction that it is). Our officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors, or our or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the trust account. We do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.
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After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 16, 2026 by:
| ● | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
| ● | each of our officers and directors; and |
| ● | all our officers and directors as a group. |
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement rights as these rights are not convertible within 60 days.
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| Number of Class A Ordinary Shares | Approximate Percentage of Outstanding Class A Ordinary Shares | Number of Class B Ordinary Shares | Approximate Percentage of Outstanding Class B Ordinary Shares | |||||||||||||||||||||
| Name and Address of Beneficial Owner(1) | Beneficially Owned | Before Offering | After Offering | Beneficially Owned | Before Offering | After Offering | ||||||||||||||||||
| Siddhi Sponsor LLC(2)(3)(4) | 338,000 | 0 | 1.2 | % | 6,900,000 | 100 | % | 100 | % | |||||||||||||||
| Brian D. Finn | 338,000 | 0 | 1.2 | % | 6,900,000 | 100 | % | 100 | % | |||||||||||||||
| Sam Potter | — | — | — | — | — | — | ||||||||||||||||||
| Mike Rollins | — | — | — | — | — | — | ||||||||||||||||||
| Alan H. Howard | — | — | — | — | — | — | ||||||||||||||||||
| Jessica Hoffman Brennan | — | — | — | — | — | — | ||||||||||||||||||
| Matthew Shigenobu Muta | — | — | — | — | — | — | ||||||||||||||||||
| All officers and directors as a group (6 persons) | 338,000 | 0 | 1.2 | % | 6,900,000 | 100 | % | 100 | % | |||||||||||||||
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of the following is c/o Siddhi Acquisition Corp, 100 Wall Street, 20th Floor, New York, New York 10005. |
| (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. |
| (3) | Siddhi Sponsor LLC, our sponsor, is the record holder of such shares. Brian D. Finn is the member of Siddhi Sponsor LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Finn disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. All of our officers and directors and our advisor are members of our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
| (4) | On April 2, 2025, the Company consummated the Initial Public Offering of 27,600,000 units at $10.00 per unit, which included the full exercise of the underwriter’s over-allotment option. As a result 900,000 of founder shares are no longer subject to forfeiture. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On July 15, 2024, the sponsor entered into a certain subscription agreement with the company, paying $25,000, or approximately $0.004 per share, in exchange for the issuance of 5,750,000 founders shares to the sponsor. On October 7, 2024 the company, through a share capitalization, by way of entering into an amended and restated subscription agreement, issued the sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the sponsor purchased and held an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, our sponsor surrendered for no consideration and we canceled 1,437,500 of such Class A Ordinary Shares, resulting in 5,750,000 Class A Ordinary Shares remaining outstanding. On March 31, 2025 the company, through a share capitalization, issued the sponsor an additional 1,150,000 Class B ordinary shares, as a result of which the sponsor has purchased and holds an aggregate of 6,900,000 Class B ordinary shares. The number of founder shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 27,600,000 units if the underwriter’s over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the IPO. Up to 900,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriter’s over-allotment is exercised.
Our sponsor, Siddhi Sponsor LLC, has committed to purchase an aggregate of 320,000 units (or 338,000 units if the underwriter’s over-allotment option is exercised in full), at $10.00 per private unit for a total purchase price of $3,200,000 (or $3,380,000 if the underwriter’s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of the IPO. The private placement units will be identical to the units sold in the IPO except that, so long as they are held by our sponsor or its permitted transferees, the private placement units (i) may not (including the Class A Ordinary Shares issuable upon conversion of the private placement rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination and (ii) will be entitled to registration rights.
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In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use permitted withdrawals to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have until the date that is 21 months from the closing of the IPO (or 24 months from the closing of the IPO if we have executed a definitive agreement for an initial Business Combination within 21 months from the closing of the IPO) or until such earlier liquidation date as our board of directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such 21-month (or 24-month), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law.
After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares and private placement units.
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
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We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our advisors or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from working capital:
| ● | Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; |
| ● | Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; |
| ● | We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; |
| ● | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and |
| ● | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.
Audit Fees. During the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $130,915 and $58,760, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K.
Audit-Related Fees. During the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, we did not pay our independent registered public accounting firm any amounts for audit-related services.
Tax Fees. During the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, we did not pay our independent registered public accounting firm any amounts for services related to tax compliance, tax advice and tax planning.
All Other Fees. During the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, we did not pay our independent registered public accounting firm any amounts for services related to other services.
Pre-Approval Policy
Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
| (a) | The following documents are filed as part of this Form 10-K: |
| (1) | Financial Statements: |
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheets as of December 31, 2025 and 2024 | F-3 | |
| Statements of Operations for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-4 | |
| Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-5 | |
| Statements of Cash Flows for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-6 | |
| Notes to Financial Statements | F-7 |
| (2) | Financial Statement Schedules: |
None.
| (3) | Exhibits |
We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
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| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 31, 2025, by and between the Company and Santander US Capital Markets LLC, as representative of several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 3.1 | Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 3.2 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 4.2 | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 4.3 | Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 4.4 | Share Rights Agreement, dated March 31, 2025, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 filed with the Form 8K filed by the Company on April 3, 2025). | |
| 4.5* | Description of Securities | |
| 10.1 | Letter Agreement, dated March 31, 2025, among the Company, its directors and officers, and the Sponsor (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.2 | Investment Management Trust Agreement, dated March 31, 2025, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.3 | Registration Rights Agreement, dated March 31, 2025, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.4 | Private Placement Units Purchase Agreement, dated March 31, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.5 | Administrative Services Agreement, dated March 31, 2025, by and between the Company, the Sponsor and an affiliate of the Sponsor (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.6 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Company on April 3, 2025). | |
| 10.7 | Promissory Note issued to Siddhi Sponsor LLC (incorporated by reference to Exhibit 10.6 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 10.8 | Amendment to Promissory Note issued to Siddhi Sponsor LLC dated February 21, 2025 (incorporated by reference to Exhibit 10.7 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 10.9 | Amended and Restated Securities Subscription Agreement between Siddhi Sponsor LLC and the Company (incorporated by reference to Exhibit 10.9 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 10.10 | Second Amended and Restated Securities Subscription Agreement between Siddhi Sponsor LLC and the Company (incorporated by reference to Exhibit 10.10 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 14 | Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 99.1 | Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 99.2 | Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 filed with the Form S-1/A filed by the Company on March 25, 2025). | |
| 21.1* | List of Subsidiaries. | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 97.1* | Clawback Policy | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| * | Filed herewith. |
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SIDDHI ACQUISITION CORP | ||
| Dated: March 16, 2026 | ||
| By: | /s/ Sam Potter | |
| Name: | Sam Potter | |
| Title: | Chief Executive Officer and Director | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Sam Potter | Chief Executive Officer and Director | March 16, 2026 | ||
| Sam Potter | (Principal Executive Officer) | |||
| /s/ Mike Rollins | Chief Financial Officer | March 16, 2026 | ||
| Mike Rollins | (Principal Accounting and Financial Officer) | |||
| /s/ Brian D. Finn | Chairman of the Board | March 16, 2026 | ||
| Brian D. Finn | ||||
| /s/ Alan H. Howard | Director | March 16, 2026 | ||
| Alan H. Howard | ||||
| /s/ Jessica Hoffman Brennan | Director | March 16, 2026 | ||
| Jessica Hoffman Brennan | ||||
| /s/ Matthew Shigenobu Muta | Director | March 16, 2026 | ||
| Matthew Shigenobu Muta |
25
SIDDHI ACQUISITION CORP
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | F-2 |
| Financial Statements: | |
| Balance Sheets as of December 31, 2025, and 2024 | F-3 |
| Statements of Operations for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-4 |
| Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-5 |
| Statements of Cash Flows for the year ended December 31, 2025 and for the Period from July 5, 2024 (inception) through December 31, 2024 | F-6 |
| Notes to Financial Statements | F-7 to F-18 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Siddhi Acquisition Corp:
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Siddhi Acquisition Corp (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by January 2, 2027, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2024.
March 16, 2026
PCAOB ID Number
F-2
SIDDHI ACQUISITION CORP
BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | — | |||||||
| Total current assets | ||||||||
| Long-term prepaid insurance | — | |||||||
| Investments held in Trust Account | — | |||||||
| Deferred offering costs | — | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accrued offering costs | ||||||||
| Promissory note - related party | — | |||||||
| Total current liabilities | ||||||||
| Advisory fee payable | – | |||||||
| Deferred underwriting fee payable | – | |||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
| Class A ordinary shares subject to possible redemption, | — | |||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | — | |||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | — | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
| (1) |
| (2) |
The accompanying notes are an integral part of these financial statements.
F-3
SIDDHI ACQUISITION CORP
STATEMENTS OF OPERATIONS
| For the Year Ended December 31, |
For the Period from July 5, 2024 (Inception) Through December 31, |
|||||||
| 2025 | 2024 | |||||||
| General and formation costs | ||||||||
| Advisory fees | $ | $ | — | |||||
| General and administrative costs | ||||||||
| Total operating costs | ||||||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income: | ||||||||
| Interest earned on investments held in Trust Account | — |
|||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding, Class A ordinary shares | — |
|||||||
| Basic and diluted net loss per ordinary share, Class A ordinary shares | $ | ( |
) | $ | — |
|||
| Weighted average shares outstanding, Class B ordinary shares(1) | ||||||||
| Basic and diluted net loss per ordinary share, Class B ordinary shares | $ | ( |
) | $ | ( |
) | ||
| (1) |
The accompanying notes are an integral part of these financial statements.
F-4
SIDDHI ACQUISITION CORP
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025 AND
FOR THE PERIOD FROM JULY 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
| Class A Ordinary Shares | Class B Ordinary Shares (1),(2) | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – July 5, 2024 (Inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of ordinary shares | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – December 31, 2024 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of | — | — | — | |||||||||||||||||||||||||
| Fair value of rights included in Public units | — | — | — | — | — | |||||||||||||||||||||||
| Allocated value of transaction costs to Class A shares | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| (1) |
| (2) |
The accompanying notes are an integral part of these financial statements.
F-5
SIDDHI ACQUISITION CORP
STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | For the Period from July 5, 2024 (Inception) Through December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | — | |||||
| Long-term prepaid insurance | ( | ) | — | |||||
| Accrued expenses | ||||||||
| Advisory fee payable | — | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash into Trust Account | ( | ) | — | |||||
| Net cash used in investing activities | ( | ) | — | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of Class B ordinary shares to Sponsor | — | |||||||
| Proceeds from sale of Units, net of underwriting discounts paid | — | |||||||
| Proceeds from sale of Private Placement Units | — | |||||||
| Proceeds from promissory note - related party | ||||||||
| Repayment of promissory note - related party | ( | ) | — | |||||
| Payment of offering costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ||||||||
| Cash – Beginning of period | — | |||||||
| Cash – End of period | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Offering costs included in accrued offering costs | $ | $ | ||||||
| Deferred underwriting fee payable | $ | $ | — | |||||
The accompanying notes are an integral part of these financial statements.
F-6
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Siddhi Acquisition Corp (the “Company”) is a blank check
company incorporated as a Cayman Islands exempted corporation on July 5, 2024. The Company was incorporated for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with
All activity for the period from July 5, 2024 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which occurred on April 2, 2025 (see below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is Siddhi Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on March 31, 2025. On April 2, 2025, the Company consummated the Initial Public Offering of
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).
The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least
Upon the closing of the Initial Public Offering
on April 2, 2025, an amount of $
F-7
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable and permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations.
The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The
Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is
unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less the amount
of permitted withdrawals and taxes payable and up to $
The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
The
Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services
rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of
intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account
to below the lesser of (i) $
Liquidity, Capital Resources and Going Concern
The Company’s liquidity needs up to December
31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). There is no certainty that the Company would be successful in securing adequate financing for pursuing its goals.
F-8
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
In addition, if the Company is unable to complete a Business Combination by January 2, 2027, unless extended for further 6 months, then the Company will cease all operations except for the purpose of liquidating. The Company cannot be assured that its plans to consummate an initial Business Combination will be successful.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” Management has determined that the potential liquidity shortfall and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be required to liquidate after January 2, 2027.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
F-9
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Investments Held in Trust Account
As of December 31, 2025, the assets held in the
Trust Account, amounting to $
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ deficit based on the equity classification of the underlying financial instruments.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
F-10
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Share Rights
The Company accounted for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned value. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
Class A Shares Subject to Possible Redemption
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares
will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December
31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders’ deficit section of the Company’s balance sheets. There were no shares subject to possible redemption as of December
31, 2024.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Rights | ( | ) | ||
| Class A ordinary shares issuance cost | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary Shares subject to possible redemption, December 31, 2025 | $ |
Net Loss per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.
The calculation of diluted (loss) income per share of Common Stock does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net loss per ordinary share:
| For the Period from | ||||||||||||||||
| July 5, 2024 | ||||||||||||||||
| Year Ended | (Inception) through | |||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||
| Basic and diluted net loss per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss, as adjusted | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
| Denominator: | ||||||||||||||||
| Denominator: | — | |||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
F-11
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Recent Accounting Pronouncements
Management does not believe that there are any recently issued, but not effective accounting standards that if currently adopted would have a material effect on the Company’s financial statement.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on April
2, 2025, the Company sold
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of
The Private Placement Units are identical to
the Public Rights sold in the Initial Public Offering except that, so long as they are held by the Sponsor or their permitted transferees,
the Private Placement Units (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement
Units), subject to certain limited exceptions, be transferred, assigned or sold by the holders until
The Sponsor, officers and directors have entered
into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to
their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption
rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the initial Business Combination or to redeem
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On July 15, 2024, the Sponsor entered into
a certain subscription agreement with the Company, paying $
F-12
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
On March 27, 2025, the Sponsor granted membership
interests equivalent to an aggregate of
The Company’s initial shareholders have
agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof
until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which
the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that
results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial
shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price
of the Class A ordinary shares equals or exceeds $
Promissory Note — Related Party
The Sponsor had agreed to loan the Company an aggregate of up to $
Administrative Support Fee
The Company entered into an agreement, commencing
on March 31, 2025, to pay a monthly technology, software, computer, systems, administrative support, secretarial services and infrastructure
fee of $
F-13
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Consultant Services Agreement
A consulting firm affiliated with the Company’s
Chief Financial Officer provides accounting services to the Company. The consultant shall be paid a monthly fee of $
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration Rights
The holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Units that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
F-14
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Underwriter’s Agreement
The underwriter had a 45-day option from the
date of the Initial Public Offering to purchase up to an additional
The underwriter was entitled to a cash underwriting fee of $
Additionally, the underwriter is entitled to
a deferred underwriting discount of $
Advisory Fee
In addition, Santander will be entitled to an
advisory fee of
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares — The
Company is authorized to issue a total of
Class A Ordinary Shares — The
Company is authorized to issue a total of
Class B Ordinary Shares — The
Company is authorized to issue a total of
The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or
earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary
shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering
and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares
convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary
shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
F-15
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Holders of record of the Company’s Class A
ordinary shares and Class B ordinary shares are entitled to
Rights
Except in cases where the Company is not the
surviving company in a Business Combination, each holder of a right will automatically receive
The Company will not issue fractional Class A ordinary shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold rights in multiples of 10 in order to receive Class A ordinary shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from assets held outside of the Trust Account with respect to such rights. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to cash settle the rights. Accordingly, the rights may expire worthless.
NOTE 8— FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level | 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level | 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level | 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
F-16
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| December 31, | December 31, | |||||||||||
| Level | 2025 | 2024 | ||||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | 1 | $ | $ | — | ||||||||
The fair value of the Public Rights issued in
the Initial Public Offering is $
| April 2, 2025 | ||||
| Trade price of Unit | $ | |||
| Implied Class A ordinary share price | $ | |||
| Market adjustment(1) | % | |||
| Fair value per share right | $ | |||
| (1) |
Public Rights are not remeasured subsequent to the date of the initial recognition.
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
F-17
SIDDHI ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The CODM assesses performance for the single
segment and decides how to allocate resources based on net loss that also is reported on the statements of operations as net loss. The
measure of segment assets is reported on the balance sheets as total assets.
| For the Year Ended December 31, 2025 | For period from July 5, 2024 (Inception) Through December 31, 2024 | |||||||
| Cash | $ | $ | ||||||
| Investments held in Trust Account | $ | $ | — | |||||
| For the Year Ended December 31, 2025 | For period from July 5, 2024 (Inception) Through December 31, 2024 | |||||||
| Advisory and general and administrative costs | $ | $ | ||||||
| Interest earned on investments held in Trust Account | $ | $ | — | |||||
The key measures of segment profit or loss reviewed by the CODM are general and administrative costs. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the extension period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net profit (loss) are reported on the statements of operations and described within their respective disclosures.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
F-18
FAQ
What is Siddhi Acquisition Corp (SDHI) and what is its business purpose?
How much capital did SDHI raise in its IPO and where are the funds held?
What were Siddhi Acquisition Corp’s key financial results for 2025?
Why does SDHI’s 10-K mention substantial doubt about going concern?
How many SDHI shares are outstanding and who controls the founder shares?
What type of companies does Siddhi Acquisition Corp aim to acquire?
