Siddhi Acquisition Corp (Cayman Islands) 10-K

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) 1 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. 2 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.” 3 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. 4 ● 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. 5 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.