Vendome Acquisition Corp I 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this Annual Report to “we,” “us” or the “Company” refer to Vendome Acquisition Corporation I References to our “management” or our “management team” refer to our officers and directors and references to the “the sponsor” or “our sponsor” refer to Vendome Acquisition Sponsor I 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 Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. 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 Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Annual Report may include, for example, statements about: • our ability to select an appropriate target business or businesses; • our ability to complete our initial business combination, which is impacted by various factors; • our expectations around the performance of a prospective target business or businesses or of markets or industries; • our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; • our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving or consummating our initial business combination; • our potential ability to obtain additional financing to complete our initial business combination; • our pool of prospective target businesses; • the ability of our directors and officers to generate a number of potential business combination opportunities; • the potential liquidity and trading of our public securities; • the past performance of our directors, executive officers and their affiliates may not be indicative of future performance of an investment in us; • certain members of our management team may have economic incentives that differ from those of public shareholders; • the lack of a market for our securities; 59 Table of Contents • the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; • global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflicts in the Middle East; • the trust account not being subject to claims of third parties; and • our financial performance following our initial public offering. The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Item 1A. Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Overview We are a blank check company incorporated in the Cayman Islands on January 28, 2025, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement warrants, 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. Recent Developments On July 3, 2025, Vendome Acquisition Corporation I completed (i) its initial public offering of 20,000,000 Units at an offering price of $10.00 per Unit, each Unit consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment, generating gross proceeds of $200,000,000 (before underwriting discounts and commissions and offering expenses), and (ii) a private placement of an aggregate of 2,648,000 private placement warrants at a price of $1.00 per private placement warrant, generating gross proceeds of $2,648,000. The private placement warrants are identical to the public warrants, except that they (i) are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (ii) are entitled to registration rights. A total of $200,000,000 of the net proceeds from the initial public offering and the private placement was placed in a trust account with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s second 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 Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of the initial public offering, subject to applicable law. 60 Table of Contents Results of Operations and Known Trends or Future Events We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 28, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the initial public offering, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial 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 period January 28, 2025 (inception) through December 31, 2025, we had net income of $3,870,407, which consisted primarily of investment income earned on the cash held in the Trust Account of $4,032,946 partially offset by formation and operating expenses of $162,539. Liquidity and Capital Resources Our liquidity needs were satisfied prior to the consummation of our initial public offering through receipt from our sponsor of $25,000 for the sale of the Founder Shares and payments to vendors from the sponsor. On July 3, 2025, we consummated the initial public offering of 20,000,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the initial public offering, we completed the private sale of 2,648,000 private placement warrants to the sponsor and the underwriters at a purchase price of $1.00 per private placement warrant, generating gross proceeds to the Company of $2,648,000. The private placement warrants are identical to the public warrants sold in the initial public offering. Following the closing of the initial public offering and the private placement, a total of $200,000,000 was placed in the trust account. We incurred $2,105,782 of transaction costs, consisting of $1,000,000 of cash underwriting fee and $1,105,782 of other offering costs. For the period January 28, 2025 (inception) through December 31, 2025, cash used in operating activities was $787,011. Net income of $3,870,407 was affected by interest earned on cash held in the trust account of $4,032,946, and net change in operating assets and liabilities of $624,472. For the period January 28, 2025 (inception) through December 31, 2025, cash used in investing activities was $200,000,000, which is the amount required to be deposited into the trust from the initial public offering and private placement. For the period January 28, 2025 (inception) through December 31, 2025, cash provided by financing activities was $201,091,587, which is primarily the proceeds from the initial public offering and the private placement, net of offering costs. As of December 31, 2025, we had cash held in the trust account of $204,032,946. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of any franchise and income taxes payable), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2025, we had cash of $304,576 in our operating bank account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination. 61 Table of Contents In order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, the sponsor or any of its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination is not consummated, 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 $840,000 of such Working Capital Loans for each such person may be converted into Class A ordinary shares at a conversion price per share equal to the lower of (i) $8.00 and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted, at the option of the lender. Any shares issued upon conversion of such Working Capital Loans would be identical to the Class A ordinary shares that are sold as a part of the public units of the initial public offering. 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 initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Off-balance sheet financing arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. The Company granted the underwriters a 45-day option from the date of the initial public offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the initial public offering. The underwriters did not exercise the over-allotment option. The underwriters were paid a cash underwriting discount of $0.05 per Unit, or $1,000,000, which was paid upon the closing of the initial public offering. Critical Accounting Estimates The preparation of the 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. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of December 31, 2025, we had the following critical accounting estimates: fair value of public and private warrants. 62 Table of Contents Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item 8. Financial Statements and Supplementary Data This information appears following Item 15 of this Report and is included herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.