[10-Q] Siddhi Acquisition Corp Unit Quarterly Earnings Report
Siddhi Acquisition Corp is a blank-check company formed to complete a business combination. The company completed an initial public offering and sold private placement units to its Sponsor, depositing a total of $280,247,491 into a Trust Account invested in U.S. Treasury bills to fund a future merger or acquisition. The Trust proceeds are presented as Class A ordinary shares subject to possible redemption at roughly $10.15 per share.
The company reported a six-month net loss of $5,649,702, driven by operating costs including a recorded advisory fee and a deferred underwriting fee of $8,280,000 each, partially offset by $2,867,491 of interest income earned on the Trust. Cash outside the Trust was $884,323 with working capital of $889,756. Management has not commenced operating activities and has not selected a target for a business combination.
Siddhi Acquisition Corp è una società blank-check (SPAC) costituita per realizzare una business combination. La società ha completato un'offerta pubblica iniziale e ha venduto unità in collocamento privato al proprio Sponsor, depositando in totale $280,247,491 in un conto fiduciario investito in titoli del Tesoro USA per finanziare una futura fusione o acquisizione. I proventi del trust sono presentati come azioni ordinarie di Classe A soggette a possibile rimborso a circa $10.15 per azione.
La società ha riportato una perdita netta semestrale di $5,649,702, determinata dai costi operativi, inclusi un compenso di consulenza contabilizzato e una commissione di sottoscrizione differita di $8,280,000 ciascuna, parzialmente compensate da $2,867,491 di interessi maturati sul trust. La liquidità al di fuori del trust era di $884,323 e il capitale circolante di $889,756. La direzione non ha ancora avviato attività operative né individuato un obiettivo per una business combination.
Siddhi Acquisition Corp es una empresa blank-check (SPAC) creada para llevar a cabo una combinación empresarial. La compañía completó una oferta pública inicial y vendió unidades en colocación privada a su Sponsor, depositando un total de $280,247,491 en una cuenta fiduciaria invertida en letras del Tesoro de EE. UU. para financiar una futura fusión o adquisición. Los ingresos del trust se presentan como acciones ordinarias Clase A sujetas a posible redención a aproximadamente $10.15 por acción.
La compañía registró una pérdida neta de seis meses de $5,649,702, impulsada por costos operativos que incluyen una tarifa de asesoría registrada y una comisión de suscripción diferida de $8,280,000 cada una, parcialmente compensadas por $2,867,491 de ingresos por intereses generados en el trust. El efectivo fuera del trust era de $884,323 y el capital de trabajo de $889,756. La dirección no ha iniciado actividades operativas ni ha seleccionado un objetivo para una combinación empresarial.
Siddhi Acquisition Corp는 기업결합을 위해 설립된 블랭크-체크 회사(SPAC)입니다. 회사는 기업공개(IPO)를 완료하고 스폰서에게 사모 단위(private placement units)를 판매하여 총 $280,247,491을 트러스트 계좌(Trust Account)에 예치했고, 해당 자금은 미국 국채(Treasury bills)에 투자되어 향후 합병 또는 인수 자금으로 사용될 예정입니다. 트러스트 수익은 주당 약 $10.15에 상환 대상이 될 수 있는 클래스 A 보통주로 표시됩니다.
회사는 $5,649,702의 6개월 순손실을 보고했으며, 이는 기재된 자문 수수료 및 각각 $8,280,000인 이연 인수 수수료를 포함한 영업비용에 기인하고, 일부는 트러스트에서 발생한 $2,867,491의 이자수익으로 상쇄되었습니다. 트러스트 외 현금은 $884,323, 운전자본은 $889,756였습니다. 경영진은 아직 영업 활동을 시작하지 않았고 기업결합 대상을 선정하지 않았습니다.
Siddhi Acquisition Corp est une société blank-check (SPAC) créée pour réaliser une opération de rapprochement d'entreprises. La société a finalisé une introduction en bourse (IPO) et vendu des unités en placement privé à son sponsor, déposant au total $280,247,491 sur un compte fiduciaire investi en bons du Trésor américains afin de financer une future fusion ou acquisition. Les produits du trust sont présentés comme des actions ordinaires de classe A susceptibles d'être rachetées à environ $10.15 par action.
La société a enregistré une perte nette sur six mois de $5,649,702, résultant des charges d'exploitation, y compris des frais de conseil comptabilisés et une commission de souscription différée de $8,280,000 chacune, partiellement compensées par $2,867,491 de produits d'intérêts générés par le trust. La trésorerie hors trust s'élevait à $884,323 et le fonds de roulement à $889,756. La direction n'a pas encore entamé d'activités opérationnelles et n'a pas choisi de cible pour une opération de combinaison d'entreprises.
Siddhi Acquisition Corp ist eine Blankoscheck-Gesellschaft (SPAC), die zur Durchführung einer Unternehmenszusammenführung gegründet wurde. Die Gesellschaft hat ein Initial Public Offering abgeschlossen und Private-Placement-Einheiten an ihren Sponsor verkauft und dabei insgesamt $280,247,491 auf ein Treuhandkonto (Trust Account) eingezahlt, das in US-Treasury Bills investiert ist, um eine künftige Fusion oder Übernahme zu finanzieren. Die Erlöse des Trusts werden als Stammaktien der Klasse A ausgewiesen, die etwa zu $10.15 pro Aktie rückforderbar sein können.
Das Unternehmen meldete einen sechsmonatigen Nettoverlust von $5,649,702, bedingt durch Betriebsaufwendungen, darunter eine verbuchte Beratungsgebühr und eine aufgeschobene Underwriting-Gebühr von je $8,280,000, teilweise ausgeglichen durch $2,867,491 Zinserträge aus dem Trust. Zahlungsmittel außerhalb des Trusts beliefen sich auf $884,323 und das Working Capital auf $889,756. Das Management hat noch keine operativen Aktivitäten aufgenommen und noch kein Ziel für eine Geschäftszusammenführung ausgewählt.
- $280,247,491 placed in Trust Account invested in U.S. Treasury bills to fund a future business combination
- Initial Public Offering fully subscribed including full exercise of the underwriter's over-allotment (27,600,000 units at $10.00)
- Private Placement raised $3,380,000 from the Sponsor aligning founder economic interest with transaction incentives
- Interest income of $2,867,491 earned on Trust assets partially offsets operating expenses
- Net loss of $5,649,702 for the six months ended June 30, 2025 driven by pre-combination operating costs
- Advisory fee and deferred underwriting fee of $8,280,000 each recorded or payable, representing material transaction-related costs
- Company is a blank-check (shell) entity and has not commenced operations or selected a business combination target
- Sponsor indemnity risk: filing states the Sponsor's ability to satisfy indemnification obligations has not been independently verified
Insights
TL;DR: SPAC completed IPO and placed $280M in trust; typical early-stage cash burn offset by trust interest but operating fees are sizeable.
The company has secured substantial acquisition capital with $280,247,491 held in a Trust Account invested in short-term U.S. Treasury bills, which is the primary resource intended to fund a business combination. Operating results reflect pre-combination activity: a six-month net loss of $5.65 million largely driven by advisory and underwriting-related costs. Interest income of $2.87 million from the Trust partially offsets expenses. Liquidity outside the Trust is modest at $884,323, intended to fund target search and due diligence. Overall, the financial profile is consistent with a newly public blank-check vehicle preparing to pursue transactions rather than operating a business.
TL;DR: Sponsor and founder arrangements create customary governance and indemnity exposures; sponsor's limited disclosed resources merit attention.
Siddhi's governance terms include founder share lock-ups, sponsor waivers of redemption rights, and registration rights for sponsor-related holders. The filing discloses that the Sponsor agreed to indemnify the Trust to protect the per-share Trust value but the company has not verified the Sponsor's ability to satisfy indemnity obligations and notes the Sponsor's apparent primary asset is company securities. These provisions and the classification of public shares as redeemable temporary equity are standard for SPACs but create dependency on sponsor commitments and potential recovery risk for public shareholders if indemnities cannot be funded.
Siddhi Acquisition Corp è una società blank-check (SPAC) costituita per realizzare una business combination. La società ha completato un'offerta pubblica iniziale e ha venduto unità in collocamento privato al proprio Sponsor, depositando in totale $280,247,491 in un conto fiduciario investito in titoli del Tesoro USA per finanziare una futura fusione o acquisizione. I proventi del trust sono presentati come azioni ordinarie di Classe A soggette a possibile rimborso a circa $10.15 per azione.
La società ha riportato una perdita netta semestrale di $5,649,702, determinata dai costi operativi, inclusi un compenso di consulenza contabilizzato e una commissione di sottoscrizione differita di $8,280,000 ciascuna, parzialmente compensate da $2,867,491 di interessi maturati sul trust. La liquidità al di fuori del trust era di $884,323 e il capitale circolante di $889,756. La direzione non ha ancora avviato attività operative né individuato un obiettivo per una business combination.
Siddhi Acquisition Corp es una empresa blank-check (SPAC) creada para llevar a cabo una combinación empresarial. La compañía completó una oferta pública inicial y vendió unidades en colocación privada a su Sponsor, depositando un total de $280,247,491 en una cuenta fiduciaria invertida en letras del Tesoro de EE. UU. para financiar una futura fusión o adquisición. Los ingresos del trust se presentan como acciones ordinarias Clase A sujetas a posible redención a aproximadamente $10.15 por acción.
La compañía registró una pérdida neta de seis meses de $5,649,702, impulsada por costos operativos que incluyen una tarifa de asesoría registrada y una comisión de suscripción diferida de $8,280,000 cada una, parcialmente compensadas por $2,867,491 de ingresos por intereses generados en el trust. El efectivo fuera del trust era de $884,323 y el capital de trabajo de $889,756. La dirección no ha iniciado actividades operativas ni ha seleccionado un objetivo para una combinación empresarial.
Siddhi Acquisition Corp는 기업결합을 위해 설립된 블랭크-체크 회사(SPAC)입니다. 회사는 기업공개(IPO)를 완료하고 스폰서에게 사모 단위(private placement units)를 판매하여 총 $280,247,491을 트러스트 계좌(Trust Account)에 예치했고, 해당 자금은 미국 국채(Treasury bills)에 투자되어 향후 합병 또는 인수 자금으로 사용될 예정입니다. 트러스트 수익은 주당 약 $10.15에 상환 대상이 될 수 있는 클래스 A 보통주로 표시됩니다.
회사는 $5,649,702의 6개월 순손실을 보고했으며, 이는 기재된 자문 수수료 및 각각 $8,280,000인 이연 인수 수수료를 포함한 영업비용에 기인하고, 일부는 트러스트에서 발생한 $2,867,491의 이자수익으로 상쇄되었습니다. 트러스트 외 현금은 $884,323, 운전자본은 $889,756였습니다. 경영진은 아직 영업 활동을 시작하지 않았고 기업결합 대상을 선정하지 않았습니다.
Siddhi Acquisition Corp est une société blank-check (SPAC) créée pour réaliser une opération de rapprochement d'entreprises. La société a finalisé une introduction en bourse (IPO) et vendu des unités en placement privé à son sponsor, déposant au total $280,247,491 sur un compte fiduciaire investi en bons du Trésor américains afin de financer une future fusion ou acquisition. Les produits du trust sont présentés comme des actions ordinaires de classe A susceptibles d'être rachetées à environ $10.15 par action.
La société a enregistré une perte nette sur six mois de $5,649,702, résultant des charges d'exploitation, y compris des frais de conseil comptabilisés et une commission de souscription différée de $8,280,000 chacune, partiellement compensées par $2,867,491 de produits d'intérêts générés par le trust. La trésorerie hors trust s'élevait à $884,323 et le fonds de roulement à $889,756. La direction n'a pas encore entamé d'activités opérationnelles et n'a pas choisi de cible pour une opération de combinaison d'entreprises.
Siddhi Acquisition Corp ist eine Blankoscheck-Gesellschaft (SPAC), die zur Durchführung einer Unternehmenszusammenführung gegründet wurde. Die Gesellschaft hat ein Initial Public Offering abgeschlossen und Private-Placement-Einheiten an ihren Sponsor verkauft und dabei insgesamt $280,247,491 auf ein Treuhandkonto (Trust Account) eingezahlt, das in US-Treasury Bills investiert ist, um eine künftige Fusion oder Übernahme zu finanzieren. Die Erlöse des Trusts werden als Stammaktien der Klasse A ausgewiesen, die etwa zu $10.15 pro Aktie rückforderbar sein können.
Das Unternehmen meldete einen sechsmonatigen Nettoverlust von $5,649,702, bedingt durch Betriebsaufwendungen, darunter eine verbuchte Beratungsgebühr und eine aufgeschobene Underwriting-Gebühr von je $8,280,000, teilweise ausgeglichen durch $2,867,491 Zinserträge aus dem Trust. Zahlungsmittel außerhalb des Trusts beliefen sich auf $884,323 und das Working Capital auf $889,756. Das Management hat noch keine operativen Aktivitäten aufgenommen und noch kein Ziel für eine Geschäftszusammenführung ausgewählt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
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As of August 8, 2025, there were
SIDDHI ACQUISITION CORP
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Interim Financial Statements | ||
| Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 1 | |
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 (Unaudited) | 2 | |
| Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2025 (Unaudited) | 3 | |
| Condensed Statement of Cash Flows for the Six Months Ended June 30, 2025 (Unaudited) | 4 | |
| Notes to Condensed Financial Statements (Unaudited) | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | |
| Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | 19 | |
| Item 4. Controls and Procedures | 19 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 20 | |
| Item 1A. Risk Factors | 20 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 20 | |
| Item 3. Defaults Upon Senior Securities | 20 | |
| Item 4. Mine Safety Disclosures | 20 | |
| Item 5. Other Information | 20 | |
| Item 6. Exhibits | 21 | |
| Part III. Signatures | 22 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
SIDDHI ACQUISITION CORP
CONDENSED BALANCE SHEETS
| June 30, 2025 | December 31, | |||||||
| (Unaudited) | 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 | ||||||||
| Total current liabilities | ||||||||
| Advisory fee payable | – | |||||||
| Deferred underwriting fee payable | – | |||||||
| Promissory note - related party | — | |||||||
| 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 the unaudited condensed financial statements.
1
SIDDHI ACQUISITION CORP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||
| 2025 | 2025 | |||||||
| 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 | ||||||||
| Basic and diluted net loss per ordinary share, Class B ordinary shares | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
SIDDHI ACQUISITION CORP
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – January 1, 2025 | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – March 31, 2025 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of 338,000 Private Placement Units | — | — | — | |||||||||||||||||||||||||
| 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 – June 30, 2025 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
SIDDHI ACQUISITION CORP
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(UNAUDITED)
| 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 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 the unaudited condensed financial statements.
4
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND 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
As of June 30, 2025, the Company had not commenced any operations. All activity for the period from July 5, 2024 (inception) through June 30, 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 $
5
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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’s (“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 and Capital Resources
The Company’s liquidity needs up to June
30, 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”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business within one year from the date of issuance of the unaudited condensed financial statements. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that after the Initial Public Offering close on April 2, 2025, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements.
6
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission ("SEC"). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on April 1, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 8, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 $
Investments Held in Trust Account
As of June 30, 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 $
7
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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 June 30, 2025 and December 31, 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 period presented.
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.
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 June 30,
2025 and December 31, 2024, 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.
| 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, April 2, 2025 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, June 30, 2025 | $ |
8
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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 per Ordinary Share
does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment
option and (iii) Private Placement, since the average price of the Ordinary Shares for the three and six months ended June 30, 2025 was
less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and
the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net loss per Ordinary Share:
| For the Three Months Ended June 30, 2025 | For the Six Months Ended June 30, 2025 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | |||||||||||||
| Basic and diluted net loss per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss, as adjusted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average Ordinary Shares outstanding | ||||||||||||||||
| Basic and diluted net loss per Ordinary Share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Recent Accounting Pronouncements
Management does not believe that there are any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.
NOTE 3. 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
9
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On July 15, 2024, the Sponsor entered into
a certain subscription agreement with the Company, paying $
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 $
10
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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.
11
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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
fees 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
12
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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,
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 one tenth (1/10) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a Public Right redeemed all Class A ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association with respect to pre-initial Business Combination activities. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of an initial Business Combination. The Class A ordinary shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same consideration per ordinary share the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary shares basis.
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.
13
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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. |
The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| June 30, | December 31, | ||||||||||
| Level | 2025 | 2024 | |||||||||
| Assets: | |||||||||||
| Investments held in Trust Account | 1 | $ | $ | — | |||||||
The Public Rights have been classified within
shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified within Level 3 of the
fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to the market adjustments
as noted below.
| April 2, 2025 | ||||
| Trade price of Unit | $ | |||
| Stock price | $ | |||
| Market adjustment(1) | % | |||
| Fair value per share right | $ | |||
| (1) |
Public Rights are not remeasured subsequent to the date of the initial recognition.
14
SIDDHI ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
(Unaudited)
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.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income (loss) that also is reported on the statements of operations as net income (loss).
The measure of segment assets is reported on the balance sheets as total assets.
| June 30, | ||||
| 2025 | ||||
| Cash | $ | |||
| Investments held in Trust Account | ||||
| For the Three Months Ended June 30, 2025 | For the Six Months Ended June 30, 2025 | |||||||
| General and administrative costs | $ | $ | ||||||
| Interest earned on marketable 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 the Initial Public Offering and eventually 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 unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net loss are reported on the unaudited condensed 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 condensed 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 condensed financial statements.
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Siddhi Acquisition Corp References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Siddhi Sponsor LLC . The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
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 assure you 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 March 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 three months ended June 30, 2025, we had a net loss of $5,605,852, which consisted of general and administrative costs of $8,473,343, offset by interest earned on investments held in Trust Account of $2,867,491.
For the six months ended June 30, 2025, we had a net loss of $5,649,702, which consisted of general and administrative costs of $8,517,193, offset by interest earned on investments held in Trust Account of $2,867,491.
16
Liquidity and Capital Resources
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.
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, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs.
For the six months ended June 30, 2025, cash used in operating activities was $383,876. Net loss of $5,649,702 was affected by interest earned on investments held in the Trust Account of $2,867,491. Changes in operating assets and liabilities provided $8,133,317 of cash for operating activities.
As of June 30, 2025, we had investments held in the Trust Account of $280,247,491 (including approximately $2,867,491 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 June 30, 2025, we had cash of $884,323. 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 certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account 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 Working Capital 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.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 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.
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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.
The underwriter was entitled to a cash underwriting fees 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 condensed 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 condensed balance sheets.
Net Loss Per Ordinary Share
We apply the two-class method in calculating earnings per share. Net income 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 income (loss), less income 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 condensed financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for its Initial Public Offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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. Santander acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-285648). The Securities and Exchange Commission declared the registration statements effective on April 1, 2025.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 338,000 the Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $3,380,000. 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 30 days after the completion of the initial Business Combination and (ii) will be entitled to registration rights.
The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.
On April 2, 2025, the Company 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.. Each Unit consists of one Class A ordinary share and one right to receive one-tenth (1/10th) of one Class A ordinary share upon the consummation of an initial business combination.
We paid a total of $9,056,885, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs, in connection with eth Initial Public Offering.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 1.1(1) | Underwriting Agreement, dated March 31, 2025, by and between the Company and Santander US Capital Markets LLC, as representative of the several underwriters. | |
| 3.1(1) | Amended and Restated Memorandum and Articles of Association of the Company. | |
| 4.1(1) | Share Rights Agreement, dated March 31, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | |
| 10.1(1) | Letter Agreement, dated March 31, 2025, among the Company, its directors and officers, and the Sponsor. | |
| 10.2(1) | Investment Management Trust Agreement, March 31, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. | |
| 10.3(1) | Registration Rights Agreement, dated March 31, 2025, by and among the Company and certain security holders. | |
| 10.4(1) | Private Placement Units Purchase Agreement, dated March 31, 2025, by and between the Company and the Sponsor. | |
| 10.5(1) | Administrative Services Agreement, dated March 31, 2025, by and between the Company, the Sponsor and an affiliate of the Sponsor. | |
| 10.6(1) | Form of Indemnity Agreement. | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. | |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on April 3, 2025 and incorporated by reference herein. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SIDDHI ACQUISITION CORP | ||
| Date: August 8, 2025 | By: | /s/ Sam Potter |
| Name: | Sam Potter | |
| Title: | Chief Executive Officer and President | |
| (Principal Executive Officer) | ||
| Date: August 8, 2025 | By: | /s/ Mike Rollins |
| Name: | Mike Rollins | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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FAQ
What amount does SDHIU hold in its Trust Account?
How many units were sold in the IPO and at what price (SDHIU)?
What was Siddhi Acquisition Corp's net loss for the six months ended June 30, 2025?
How much cash does SDHIU have outside the Trust Account?
What underwriting and advisory fees are disclosed for SDHIU?
Has Siddhi selected a business combination target?
