エドガーで原本を確認する
| Cayman Islands | N/A | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | VNMEU | The Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share, included as part of the units | VNME | The Nasdaq Stock Market LLC | ||
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | VNMEW | The Nasdaq Stock Market LLC |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
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Item 1.
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5
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Item 1A.
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12
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Item 1B.
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56
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Item 2.
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56
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Item 3.
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56
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Item 4.
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56
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57
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Item 5.
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57
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ITEM 6.
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58
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Item 7.
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59
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Item 7A.
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63
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Item 8.
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63
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Item 9.
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63
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Item 9A.
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63
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Item 9B.
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63
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Item 9C.
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63
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Item 10.
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64
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Item 11.
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74
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Item 12.
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75
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Item 13.
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76
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Item 14.
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78
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Item 15.
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79
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Item 16.
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80
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81
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination, which is impacted by various factors;
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our expectations around the performance of a prospective target business or businesses or of markets or industries;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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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;
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses;
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the ability of our directors and officers to generate a number of potential business combination opportunities;
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the potential liquidity and trading of our public securities;
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the past performance of our directors, executive officers and their affiliates may not be indicative of future performance of an investment in us;
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third parties may not want to engage with us to provide services due to the affiliation of our management team and our board of directors with TMTG and President Donald J. Trump;
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Certain members of our management team may have economic incentives that differ from those of public shareholders;
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the lack of a market for our securities;
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflicts in the Middle East;
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the trust account not being subject to claims of third parties; and
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our financial performance following our initial public offering.
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“Additional Working Capital Loans” are to the working capital loans our board of directors may approve for the purpose of funding working capital, which may be converted into our private units, shares, or
warrants, after the completion of our initial public offering;
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“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect upon the completion of our initial public offering;
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“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
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“completion window” is the period following the completion of our initial public offering at the end of which, if we have not completed our initial business combination, we will redeem 100% of 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 (less any permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends 24 months from the closing of our initial public offering. In addition, our shareholders
can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in each case as further described herein;
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“directors” are to our directors;
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“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our
initial business combination, including but not limited to a private placement of such securities;
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“founders” are to Diana Derycz- Kessler, our President, Scott LaPorta, our Chief Executive Officer and Chief Financial Officer, and Paul L. Kessler, our Executive Chairman;
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“founder shares” are to our Class B ordinary shares and the Class A ordinary shares issued upon the automatic conversion thereof at the time of our initial business combination or at any time prior
thereto at the option of the holder thereof as provided herein;
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“initial shareholders” are to our sponsor and the other holders of our founder shares, including our directors and officers, prior to our initial public offering (or their permitted transferees);
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“Insider Letter Agreement” refers to the letter agreement entered into with the sponsor and our officers and directors, included hereto as Exhibit 10.4;
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“IPO Prospectus” refers our prospectus dated July 1, 2025 relating to our initial public offering.
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“management” or our “management team” are to our officers and directors;
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“non-sponsor investors” are to certain institutional investors (none of which are affiliated with any member of our management or any other investor) that purchased founder shares from the sponsor and to
received private placement warrants in a private placement following the initial public offering;
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“Non-Sponsor Investor Letter Agreement” refers to the letter agreement entered into with each of the non-sponsor investors;
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“ordinary resolution” are to a resolution of the company passed by the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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“permitted withdrawals” refers to amounts withdrawn from the trust account (i) to fund our working capital requirements, which amount shall not equal more than 5% of the interest earned on the trust account,
and/or (ii) to pay our taxes, provided that all permitted withdrawals can only be made (x) from interest and not from the principal held in the trust account and (y) only to the extent such interest is in amount sufficient to cover the
permitted withdrawal amount;
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“private placement” are to a subscription of 2,648,000 warrants at a price of $1.00 per warrant ($2,648,000 in the aggregate) by our sponsor in a private placement that closed simultaneously with the
closing of our initial public offering;
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“private placement warrants” are to the 2,648,000 warrants issued to our sponsor in a private placement that occurred simultaneously with the closing of our initial public offering, which private
placement warrants are identical to the public warrants, subject to certain limited exceptions described in the IPO Prospectus, including, but not limited to, the number of shares of Class A ordinary shares underlying each warrant;
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“private shares” are to the Class A ordinary shares sold as part of the private placement warrants;
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“public shareholders” are to the holders of our public shares, including our sponsor, the non-Sponsor investor, and our officers and directors to the extent such persons purchase public shares, provided that
each of their status as a “public shareholder” shall only exist with respect to such public shares;
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“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market);
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“public warrants” are to our warrants sold as part of the units in our initial public offering (whether they are purchased in the initial public offering or thereafter in the open market);
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“sponsor” are to Vendome Acquisition Sponsor I LLC, a Cayman Islands limited liability company; Vendome Acquisition Holding I LLC is the managing member of our sponsor; Diana Derycz- Kessler, our President,
Scott LaPorta, our Chief Executive Officer and Chief Financial Officer, and Paul Kessler, our Executive Chairman, are the sole members of Vendome Acquisition Holding I LLC;
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“warrants” are, collectively, to the public warrants and the private placement warrants;
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“warrant agreement” are to our warrant agreement governing the public warrants and private placement warrants, included hereto as Exhibits 4.4 and 4.5;
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“we,” “us,” “company” or “our company” are to Vendome Acquisition Corporation I, a Cayman Islands exempted company;
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“Working Capital Convertible Note” are to the convertible promissory note to be issued to our sponsor in the principal amount of up to $840,000, all of which may be converted into Class A, ordinary shares at
the option of our sponsor.; and
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“$,” “US$” and “U.S. dollar” are to the United States dollar.
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Depth of Team and Access to Resources. We have a dedicated management team with a track record of executing on transactions, and the resources to source and evaluate
a larger number of potential transactions relative to other SPACs.
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Sourcing Channels and Leading Industry Relationships. We believe our capabilities, reputation and deep industry relationships will provide us with a differentiated
pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate.
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Execution and Structuring Capability. We believe our management team’s expertise and reputation will allow us to source and complete transactions possessing
structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and
documentation. We believe that by focusing our investment activities on these types of transactions, we can generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural
characteristics.
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Operating Company Experience. Certain members of our management team have extensive experience as operating company executives and/or board members. This experience
will serve as a key competitive advantage in selecting companies that will benefit from going public, positioning us as an attractive partner to management teams of potential target companies, and help to create long-term value
post-closing of the initial business combination.
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Business Fundamentals: Ideal targets will have an enterprise value exceeding three times the size of ours and display year-over-year revenue growth, with EBITDA and
cash-flow positivity. These companies could operate in multiple countries, enabling expansion and operational synergies through vertical integration. We also seek founders who are willing to retain a meaningful stake in the public
company, ensuring alignment with long-term value creation. Additional factors include attractive valuations, a large total addressable market, and a competitive industry position.
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Public Company Ready: We will seek to acquire a company that is well-positioned to be a public company in terms of scale and size, and a company that public equity
market investors will understand and value. While we believe our public company experience will be a significant asset as a transaction partner to private companies, we intend to avoid companies that have significant deficiencies in
financial reporting or general public company readiness.
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Would Benefit Distinctly from our Capabilities: We will seek to acquire a business where we can tangibly improve the operations and create long term value for our
shareholders. In particular, we believe our experience in operating emerging growth companies, identifying productivity gains, and restructuring businesses would be a value-add to the management teams and boards of potential target
companies. We expect our strategy to draw heavily from the venture capital world, focusing on creating long-term value through a combination of disciplined investment practices, operational improvements, and strategic growth initiatives.
Leveraging our team’s deep experience in the public markets and private equity, we emphasize identifying high-quality businesses with strong fundamentals, scalability, and alignment with our vertical integration strategy. We aim to employ
a rigorous due diligence process to evaluate targets, ensuring that they meet key criteria such as robust financial performance, competitive positioning, and alignment with certain principles that we may pre-define. Once a business
combination is completed, we intend to apply private equity-style operational enhancements, fostering revenue growth and operational efficiency. By leveraging our network of private equity professionals, institutional investors, and
strategic partners, we aim to bring transformative value to the target businesses, aligning our shareholders’ interests with those of management teams to drive sustainable growth and superior returns. This approach reflects our commitment
to unlocking value beyond the transaction, ensuring that we position our targets for long-term success.
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Innovators within an existing market. We will seek a company which embraces technology and the innovation of its products and/or processes to expand market share and
competitive advantage.
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Has a Dedicated and Proven Management Team: We will seek to acquire a business with a professional management team whose interests are aligned with those of our
investors. Where necessary, we may also look to complement and enhance the capabilities of the target business’s management team by recruiting additional talent through our network of contacts.
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our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our management team, sponsor or any of their respective affiliates may purchase
public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases;
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if our management team, sponsor or any of their respective affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered
through our redemption process;
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our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our management team, sponsor or any of their
respective affiliates would not be voted in favor of approving the business combination transaction;
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our management team, sponsor or any of their respective affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would
waive such rights; and
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we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:
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the amount of our securities purchased outside of the redemption offer by our management team, sponsor or any of their respective affiliates, along with the purchase price;
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the purpose of the purchases by our management team, sponsor or any of their respective affiliates;
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the impact, if any, of the purchases by our management team, sponsor or any of their respective affiliates on the likelihood that the business combination transaction will be approved;
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the identities of our security holders who sold to our sponsor, directors, executive officers or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5%
security holders) who sold to our management team, sponsor or any of their respective affiliates; and
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the number of our securities for which we have received redemption requests pursuant to our redemption offer.
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higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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longer payment cycles and challenges in collecting accounts receivable;
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tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration of political relations with the United States; and
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government appropriations of assets.
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares, our ability to pay expenses, make capital
expenditures and acquisitions, and fund other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and
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other disadvantages compared to our competitors who have less debt.
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solely dependent upon the performance of a single business, property or asset, or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
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registration as an investment company;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level
of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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may significantly dilute the equity interest of investors in our initial public offering;
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may subordinate the rights of holders of ordinary shares if preference shares is issued with rights senior to those afforded our ordinary shares;
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could cause a change of control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could
result in the resignation or removal of our present officers and directors; and
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
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(i) |
we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a New Issuance Price of less than
$9.20 per share;
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(ii) |
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and
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(iii) |
the Market Value is below $9.20 per share,
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business;
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our capital structure;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of our initial public offering; and
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other factors as were deemed relevant.
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if we do not develop successful new products or improve existing ones, our business will suffer;
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we may invest in new lines of business that could fail to attract or retain users or generate revenue;
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we will face significant competition and if we are not able to maintain or improve our market share, our business could suffer;
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disruption or failure of our networks, systems, platform or technology that frustrate or thwart our users’ ability to access our products and services, may cause our users, advertisers, and partners to cut
back on or stop using our products and services altogether, which could seriously harm our business;
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mobile malware, viruses, hacking and phishing attacks, spamming, and improper or illegal use of our products could seriously harm our business and reputation;
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if we are unable to successfully grow our user base and further monetize our products, our business will suffer;
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if we are unable to protect our intellectual property, the value of our brand and other intangible assets may be diminished, and our business may be seriously harmed;
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we may be subject to regulatory investigations and proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a way that could seriously
harm our business; and
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components used in our products may fail as a result of a manufacturing, design, or other defect over which we have no control, and render our devices inoperable.
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| Item 1C. |
Cybersecurity.
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| Item 2. |
Properties.
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| Item 3. |
Legal Proceedings.
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| Item 4. |
Mine Safety Disclosures.
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| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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| ITEM 6. |
[RESERVED]
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| ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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our ability to select an appropriate target business or businesses;
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our ability to complete our initial business combination, which is impacted by various factors;
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our expectations around the performance of a prospective target business or businesses or of markets or industries;
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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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;
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses;
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the ability of our directors and officers to generate a number of potential business combination opportunities;
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the potential liquidity and trading of our public securities;
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the past performance of our directors, executive officers and their affiliates may not be indicative of future performance of an investment in us;
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certain members of our management team may have economic incentives that differ from those of public shareholders;
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the lack of a market for our securities;
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflicts in the Middle East;
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the trust account not being subject to claims of third parties; and
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our financial performance following our initial public offering.
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| Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk
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| Item 8. |
Financial Statements and Supplementary Data
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| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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| Item 9A. |
Controls and Procedures.
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| Item 9B. |
Other Information.
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| Item 9C. |
Disclosures Regarding Foreign Jurisdiction that Prevent Inspections.
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| Item 10. |
Directors, Executive Officers and Corporate Governance.
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Name
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Age
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Title
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Paul L. Kessler
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65
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Executive Chairman
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Scott LaPorta
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63
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Chief Executive Officer, Chief Financial Officer and Director
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Diana Derycz-Kessler
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60
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President and Director
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Brett Wyard
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56
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Director
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Brian Webber
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60
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Director
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Jonathan Gray
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45
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Director
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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4)
the performance of our internal audit function and independent registered public accounting firm;
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the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us;
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pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
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reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence;
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setting clear hiring policies for employees or former employees of the independent registered public accounting firm;
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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• |
obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material
issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more
independent audits carried out by the firm and any steps taken to deal with such issues;
|
|
|
• |
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm;
|
|
|
• |
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
|
|
|
• |
reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies
and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting
Standards Board, the SEC or other regulatory authorities.
|
|
|
• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and
determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
|
|
• |
reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;
|
|
|
• |
reviewing our executive compensation policies and plans;
|
|
|
• |
implementing and administering our incentive compensation equity-based remuneration plans;
|
|
|
• |
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
|
|
• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
|
|
|
• |
producing a report on executive compensation to be included in our annual proxy statement; and
|
|
|
• |
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
|
|
• |
identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at
the annual general meeting or to fill vacancies on the board of directors;
|
|
|
• |
developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
|
|
|
• |
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
|
|
|
• |
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
|
|
• |
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
|
|
|
• |
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
|
|
|
• |
directors should not improperly fetter the exercise of future discretion;
|
|
|
• |
duty to exercise powers fairly as between different sections of shareholders;
|
|
|
• |
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
|
|
|
• |
duty to exercise independent judgment.
|
|
|
• |
None of our directors or officers are required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
|
|
• |
In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are
affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
|
|
|
• |
The sponsor, our officers and directors and the non-sponsor investors agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial
business combination; provided that, pursuant to the Non-Sponsor Investor Letter Agreement, such waiver of redemption rights shall only be applicable to the founder shares held by the non-sponsor investors, and not applicable to any
public shares held by them. Additionally, the sponsor, our officers and directors and the non-sponsor investors agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business
combination within 24 months from the closing of the initial public offering. However, if the sponsor, our officers and directors and the non-sponsor investors (or any of our directors, officers or affiliates) acquire public shares,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial
business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants
will expire worthless. With certain limited exceptions, the 90% of the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of (x) six months after the date of the consummation of
our initial business combination or (y) subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share
dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination or (B) the date on which we
complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. For
the avoidance of doubt, 10% of the founder shares held by our sponsor, our officers and directors and the non-sponsor investors shall not be subject to such transfer restrictions (such date on which the founder shares are no longer
subject to restriction, the “Lock-up Expiration Date”). With certain limited exceptions, the private placement warrants and the Class A ordinary shares underlying such warrants, are not transferable, assignable or salable by the sponsor
until 30 days after the completion of our initial business combination. Since the sponsor and our directors and officers may directly or indirectly own ordinary shares and warrants and will directly or indirectly own founder shares
following the initial public offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
|
|
|
• |
Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our
initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
|
|
|
• |
Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a
condition to any agreement with respect to our initial business combination.
|
|
|
• |
The sponsor and members of our management team will directly or indirectly own our securities following the initial public offering, and accordingly, they may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Upon the closing of the initial public offering, the sponsor has invested in us an aggregate of $2,673,000, comprised of the $25,000 purchase
price for the founder shares (or approximately $0.005 per share) and the $2,648,000 purchase price for the private placement warrants (or $1.00 per warrant), which may be exercised on a cashless basis. Accordingly, our management team,
which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares
as our public shareholders paid for their public shares and if our sponsor were required to pay cash to exercise the private placement warrants.
|
|
Individual(1)
|
Entity
|
Entity’s Business
|
Affiliation
|
|
Paul L. Kessler
|
Bristol Capital Advisors, LLC
|
Investment
|
Founder and CEO
|
|
Bristol Investment Fund, Ltd.
|
Investment
|
Director and Portfolio Manager
|
|
|
Bristol Capital, LLC
|
Investment
|
Founder and Manager
|
|
|
LK Advisors, Inc.
|
Family Education and Advisory
|
Founder and Director
|
|
|
Sugarfina Corporation
|
Food Retail
|
Director
|
|
|
Scott LaPorta
|
Sugarfina USA LLC
|
Food Retail
|
CEO
|
|
Diana Derycz-Kessler
|
Bristol Capital Advisors, LLC
|
Investment
|
Co-Founder and Co-Manager
|
|
Bristol Investment Fund, Ltd.
|
Investment
|
Director
|
|
|
Bristol Capital, LLC
|
Investment
|
Co-Founder and Co-Manager
|
|
|
LK Advisors, Inc.
|
Family Education and Advisory
|
Founder and Director
|
|
|
Sugarfina Corporation
|
Food Retail
|
||
|
Brett Wyard
|
Solace Capital Partners
|
Investment
|
Managing Partner
|
|
Brian Webber
|
American Discovery Adv.
|
Banking and Finance
|
CEO
|
|
American Discovery Capital
|
Banking and Finance
|
CEO
|
|
|
ADIA
|
Banking and Finance
|
CEO
|
|
|
Jonathan Gray
|
First Idea International Ltd.
|
Strategy and Investment
|
CEO
|
|
The Hideaway Entertainment, LLC
|
Entertainment
|
CEO
|
|
|
Beauchamp Estates France
|
Real Estate
|
Co-Owner
|
|
|
Prairie Operating Company
|
Energy
|
Director
|
| Item 11. |
Executive Compensation.
|
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
|
●
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
|
|
●
|
each of our executive officers and directors; and
|
|
●
|
all our executive officers and directors as a group.
|
|
Name and Address of Beneficial Owner(1)
|
|
|
Number of
Class A Shares
Beneficially
Owned(2)(6)
|
|
|
Approximate
Percentage of
Outstanding
Class A
Shares
|
|
|
Number of
Class B Shares
Beneficially
Owned(2)
|
|
|
Approximate
Percentage of
Outstanding
Class B
Shares
|
|
Paul Kessler(3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diana Derycz-Kessler(3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Scott LaPorta(3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Brett Wyard
|
|
|
—
|
|
|
—
|
|
|
25,000 |
|
|
*
|
|
Brian Webber
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
*
|
|
Jonathan Gray
|
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
*
|
|
All directors and officers as a group (six individuals)
|
|
|
—
|
|
|
—
|
|
|
75,000
|
|
|
1.5% |
|
Holders of more than 5% of RTAC 1 any class of outstanding ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendome Acquisition Sponsor I LLC(3)(4)
|
—
|
—
|
|
4,925,000
|
|
|
98.50%
|
| * |
Less than one percent.
|
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Vendome Acquisition Corporation I, 1090 Center Drive, Park City, UT 84098.
|
| (2) |
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described
in the IPO Prospectus.
|
| (3) |
Vendome Acquisition Sponsor I LLC is the record holder of 7,011,288 founder shares. Ms. Diana Derycz-Kessler, President, Paul Kessler, Executive Chairman, and Scott La Porta, Chief Executive Officer and
Chief Financial Officer, are the managing members of Vendome Acquisition Holding I LLC, the managing member of Vendome Acquisition Sponsor I LLC. As such, they may be deemed to have or share beneficial ownership of the Class B ordinary
shares held directly by Vendome Acquisition Sponsor I LLC. Such persons disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
| (4) |
Does not include any Class A ordinary shares which may be issued upon conversion of the Working Capital Convertible Note or Additional Working Capital Loans.
|
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
| • |
repayment of payments to vendors by the sponsor to cover offering-related and organizational expenses;
|
| • |
repayment of the Working Capital Convertible Note made by the sponsor to finance transaction costs in connection with an intended initial business combination, in the principal amount of up to $840,000,
which we may draw down in our sole discretion, from time to time. Any principal amounts outstanding under the Working Capital Convertible Note may be convertible into Class A ordinary shares of the post-business combination entity, at a
conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP, at the option of the sponsor. The shares issuable upon conversion of the Working Capital Convertible Note would be identical to the Class A
ordinary shares that are sold as a part of the units of the initial public offering;
|
| • |
payment to the sponsor or an affiliate thereof of a total of $10,000 per month for office space, utilities, secretarial and administrative support services;
|
| • |
payment of customary fees for financial advisory services;
|
| • |
reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
| • |
repayment of loans which may be made by the sponsor, any of its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business
combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,500,000 of such loans may be convertible into Class A ordinary shares of the post-business combination
entity, at a conversion price per share equal to the lower of (i) $8.00 and (ii) the Note Conversion VWAP, at the option of the lender. The shares issuable upon conversion of such loans would be identical to the Class A ordinary shares
that are sold as a part of the units of the initial public offering.
|
| Item 14. |
Principal Accountant Fees and Services.
|
| Item 15. |
Exhibits, Financial Statement Schedules.
|
| (a) |
The following documents are filed as part of this Form 10‑K:
|
|
(1)
|
Financial Statements:
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance Sheet as of December 31, 2025
|
F-3
|
|
Statement of Operations for the period from January 28, 2025 (inception) through December 31, 2025
|
F-4
|
|
Statement of Changes in Shareholders’ Equity for the period from January 28, 2025 (inception) through December 31, 2025
|
F-5
|
|
Statement of Cash Flows for the period from January 28, 2025 (inception) through December 31, 2025
|
F-6
|
|
Notes to Financial Statements
|
F-7
|
|
|
(2) |
Financial Statement Schedules:
|
|
|
(3) |
Exhibits.
|
|
Exhibit Number
|
Description
|
|
|
Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 3, 2025)
|
||
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on June 6, 2025)
|
||
|
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on June 6, 2025)
|
||
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on June 6, 2025)
|
||
|
Warrant Agreement, dated as of July 1, 2025, 2025, by and between the Company and Odyssey Transfer and Trust Company (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Private Placement Warrants Purchase Agreement, dated as of May 14, 2025, between the Company and the Sponsor (Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Investment Management Trust Agreement, dated as of July 1, 2025, by and between the Company and Odyssey Transfer and Trust Company (Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by
reference herein)
|
||
|
Registration Rights Agreement, dated as of July 1, 2025, by and among the Company, the Sponsor and other Holders (as defined therein) (Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by
reference herein)
|
||
|
Letter Agreement, dated as of July 1, 2025, by and among the Company, the Sponsor, certain investors in the Sponsor and each of the initial shareholders, directors and officers of the Company (Exhibit 10.4 to the Company’s Current
Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Administrative Services Agreement, dated as of July 1, 2025, between the Company and Sponsor (Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Form of Indemnification Agreement (Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Working Capital Convertible Note, dated as of July 1, 2025, issued to Vendome Acquisition Sponsor I LLC (Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on July 3, 2025, incorporated by reference herein)
|
||
|
Insider Trading Policy
|
||
|
Power of Attorney (Included on the Signature Page hereto)
|
||
|
Certification of Principal Executive Officer and 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
|
||
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
Compensation Recovery Policy
|
||
|
101.NS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document.
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEL
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.DRF
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibit 101).
|
| Item 16. |
Form 10-K Summary.
|
|
Date: March 20, 2026
|
||
|
VENDOME ACQUISITION CORPORATION I
|
||
|
By:
|
/s/ Scott LaPorta | |
|
Name:
|
Scott LaPorta
|
|
|
Title:
|
Chief Executive Officer and Chief Financial Officer
|
|
|
By:
|
/s/ Scott LaPorta | |
|
Name:
|
Scott LaPorta
|
|
|
Title:
|
Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
|
Date:
|
March 20, 2026
|
|
|
By:
|
/s/ Paul L. Kessler | |
|
Name:
|
Paul L. Kessler
|
|
|
Title:
|
Executive Chairman
|
|
|
Date:
|
March 20, 2026
|
|
|
By:
|
/s/ Diana Derycz-Kessler | |
|
Name:
|
Diana Derycz-Kessler
|
|
|
Title:
|
President and Director
|
|
|
Date:
|
March 20, 2026
|
|
|
By:
|
/s/ Brett Wyard | |
|
Name:
|
Brett Wyard
|
|
|
Title:
|
Director
|
|
|
Date:
|
March 20, 2026
|
|
|
By:
|
/s/ Brian Webber | |
|
Name:
|
Brian Webber
|
|
|
Title:
|
Director
|
|
|
Date:
|
March 20, 2026
|
|
|
By:
|
/s/ Jonathan Gray | |
|
Name:
|
Jonathan Gray
|
|
|
Title:
|
Director
|
|
|
Date:
|
March 20, 2026
|
|
|
Page
|
|
|
F-2
|
|
|
F-3
|
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
| /s/ Adeptus Partners, LLC |
| Adeptus Partners, LLC |
| We have served as the Company’s auditor since 2025. |
| Ocean, New Jersey |
| March 20, 2026 PCAOB ID: 3686 |
|
ASSETS
|
||||
|
Current Assets:
|
||||
|
Cash
|
$
|
304,576 |
||
|
Prepaid expenses
|
269,241 |
|||
|
Total Current Assets
|
573,817 |
|||
|
Cash held in Trust
|
204,032,946 |
|||
|
Total Assets
|
$
|
204,606,763 |
||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
|
Current Liabilities:
|
||||
|
Accrued expenses
|
$
|
109,138 |
||
|
Related party payable
|
||||
|
Total Current Liabilities
|
169,138 |
|||
|
Commitments and contingencies (Note 6)
|
||||
| Class A ordinary shares, $0.0001 par value; 20,000,000 shares subject to possible redemption at $10.20 per share |
204,032,946 |
|||
|
Shareholders’ Equity:
|
||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
- |
|||
| Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding |
- |
|||
| Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 5,000,000 shares issued and outstanding(1)(2) |
500 |
|||
|
Additional paid-in capital
|
- |
|||
|
Retained earnings
|
$ |
404,179 | ||
|
Total Shareholders’ Equity
|
404,679 | |||
|
Total Liabilities and Shareholders’ Equity
|
$
|
204,606,763 |
||
| (1) | Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). 750,000 Class B ordinary shares were forfeited as the underwriter did not exercise the over-allotment option in connection with the Initial Public Offering. |
| (2) | Shares and associated accounts have been retroactively restated to reflect the surrender of 5,544,643 Class B ordinary shares to the Company for no consideration on March 25, 2025. On May 25, 2025, the Company issued to the Sponsor, for no consideration, an aggregate of 1,437,500 founder shares. Shares and associated accounts have been retroactively restated to reflect the issuance of 1,437,500 Class B ordinary shares to the Sponsor for no consideration on May 25, 2025 (see Note 5). |
| For the period from January 28, 2025 (inception) through December 31, 2025 |
||||
|
Formation and operating expenses
|
$
|
162,539 |
||
|
TOTAL EXPENSES
|
(162,539 |
)
|
||
|
OTHER INCOME
|
||||
|
Income earned on cash held in Trust
|
4,032,946 |
|||
|
TOTAL OTHER INCOME
|
4,032,946 |
|||
|
Net Income
|
$
|
3,870,407 |
||
|
Weighted average of redeemable shares outstanding basic and diluted
|
10,769,231 |
|||
|
Basic and diluted net income per ordinary share
|
$
|
0.36 |
||
|
Weighted average of non-redeemable shares outstanding basic and diluted(1)(2)
|
4,644,970 |
|||
|
Basic and diluted net loss per ordinary share
|
$
|
(0.01 |
)
|
|
| (1) | Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). 750,000 Class B ordinary shares were forfeited as the underwriter did not exercise the over-allotment option in connection with the Initial Public Offering. |
| (2) | Shares and associated accounts have been retroactively restated to reflect the surrender of 5,544,643 Class B ordinary shares to the Company for no consideration on March 25, 2025. On May 25, 2025, the Company issued to the Sponsor, for no consideration, an aggregate of 1,437,500 founder shares. Shares and associated accounts have been retroactively restated to reflect the issuance of 1,437,500 Class B ordinary shares to the Sponsor for no consideration on May 25, 2025 (see Note 5). |
| Class B Ordinary Shares |
Additional Paid-In Capital |
Retained Earnings |
Shareholders’ Equity |
||||||||||||
| Shares |
Amount |
||||||||||||||
|
Balance, January 28, 2025 (inception)
|
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||||
|
Issuance of Class B ordinary shares to Sponsor(1)(2)
|
5,750,000 |
575 |
24,425 |
— |
25,000 |
||||||||||
|
Balance, March 31, 2025
|
5,750,000 |
575 |
24,425 |
— |
25,000 |
||||||||||
|
Net income
|
-
|
- |
- |
— |
- |
||||||||||
|
Balance, June 30, 2025
|
5,750,000 |
575 |
24,425 |
— |
25,000 |
||||||||||
|
Private warrants, proceeds
|
—
|
— |
2,648,000 |
— |
2,648,000 |
||||||||||
|
Public warrants, fair value
|
—
|
— |
3,466,524 |
— |
3,466,524 |
||||||||||
|
Offering costs
|
—
|
— |
(41,257 |
)
|
— |
(41,257 |
)
|
||||||||
|
Forfeiture of founder shares
|
(750,000 |
)
|
(75 |
)
|
75 |
— |
- |
||||||||
|
Accretion of carrying value to redemption value
|
—
|
— |
(6,097,767 |
)
|
(1,501,980 |
)
|
(7,599,747 |
)
|
|||||||
|
Net income
|
—
|
— |
— |
1,820,558 |
1,820,558 |
||||||||||
|
Balance, September 30, 2025
|
5,000,000 |
500 |
— |
318,578 |
319,078 |
||||||||||
|
Accretion of carrying value to redemption value
|
—
|
— |
— |
(1,964,248 |
)
|
(1,964,248 |
)
|
||||||||
|
Net income
|
—
|
— |
— |
2,049,849 |
2,049,849 |
||||||||||
|
Balance, December 31, 2025
|
5,000,000 |
$ |
500 |
$ |
- |
$ |
404,179 |
$ |
404,679 |
||||||
| (1) | Excludes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). 750,000 Class B ordinary shares were forfeited as the underwriter did not exercise the over-allotment option in connection with the Initial Public Offering. |
| (2) | Shares and associated accounts have been retroactively restated to reflect the surrender of 5,544,643 Class B ordinary shares to the Company for no consideration on March 25, 2025. On May 25, 2025, the Company issued to the Sponsor, for no consideration, an aggregate of 1,437,500 founder shares. Shares and associated accounts have been retroactively restated to reflect the issuance of 1,437,500 Class B ordinary shares to the Sponsor for no consideration on May 25, 2025 (see Note 5). |
|
Cash Flows from Operating Activities:
|
||||
|
Net income
|
$
|
3,870,407 |
||
|
Adjustments to reconcile net income to net cash used in operating activities
|
||||
|
Interest earned on cash held in Trust
|
(4,032,946 |
)
|
||
|
Changes in assets/liabilities to reconcile net income to net cash used in operating activities:
|
||||
|
Prepaid expenses
|
(269,241 |
)
|
||
|
Accrued expenses
|
(355,231 |
)
|
||
|
Net Cash Used in Operating Activities
|
(787,011 |
)
|
||
|
Cash Flows from Investing Activities:
|
||||
|
Cash deposited into Trust
|
(200,000,000 |
)
|
||
|
Net Cash Used in Investing Activities
|
(200,000,000 |
)
|
||
|
Cash Flows from Financing Activities:
|
||||
|
Proceeds from issuance of Class A ordinary shares
|
200,000,000 |
|||
|
Proceeds from related party funding
|
60,000 |
|||
|
Proceeds from issuance of founder shares
|
25,000 |
|||
|
Proceeds from issuance of private placement warrants
|
2,648,000 |
|||
|
Payment of offering costs
|
(1,641,413 |
)
|
||
|
Net Cash Provided by Financing Activities
|
201,091,587 |
|||
|
Net change in cash
|
304,576 |
|||
|
Cash at beginning of period
|
- |
|||
|
Cash at end of period
|
$
|
304,576 |
||
|
Supplemental Schedule of Non-Cash Financing Activities:
|
||||
|
Offering costs charged to Additional paid in capital included in Accrued Expenses
|
$
|
41,257 |
||
|
Accrued Offering cost paid by related party
|
$ |
423,112 |
||
|
Accretion of carrying value to redemption value
|
$
|
9,563,995 |
||
|
For the period from
January 28, 2025
(inception) through
December 31, 2025
|
||||||||
|
Redeemable
|
Non-
redeemable
|
|||||||
|
Basic and diluted net income (loss) per ordinary share numerator:
|
||||||||
|
Interest income
|
$
|
4,032,946 |
$
|
— | ||||
|
Less: Allocation of expenses
|
(113,559 |
)
|
(48,980 |
)
|
||||
|
Total
|
$
|
3,919,387 |
$
|
(48,980 |
)
|
|||
|
Basic and diluted net income (loss) per ordinary share denominator:
|
||||||||
|
Weighted-average shares outstanding
|
10,769,231 |
4,644,970 |
||||||
|
Basic and diluted net income (loss) per ordinary share
|
$
|
0.36 |
$
|
(0.01 |
)
|
|||
|
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets that the Company has the ability to access;
|
|
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar
instruments in markets that are not active; and
|
|
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable.
|
|
Gross proceeds
|
$
|
200,000,000 |
||
|
Less: Proceeds allocated to public warrants
|
(3,466,524 |
)
|
||
|
Less: Class A ordinary share issuance costs
|
(2,064,525 |
)
|
||
|
Add: Accretion of carrying value to redemption value
|
9,563,995 |
|||
|
Class A ordinary shares subject to possible redemption as of December 31, 2025
|
$
|
204,032,946 |
| • |
in whole and not in part;
|
| • | at a price of $0.01 per Public Warrant; |
| • |
upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
|
| • | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination. |
|
As of
December
31,
2025
|
||||
|
Cash
|
$
|
304,576 |
||
|
Prepaid expenses
|
269,241 |
|||
|
Cash held in Trust
|
204,032,946 |
|||
|
Total Assets
|
$
|
204,606,763 |
||
|
I.
|
SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES
|
1 |
|
|
II.
|
THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES
|
1 |
|
|
A.
|
General Rule
|
1
|
|
|
B.
|
Who Does the Policy Apply To?
|
2
|
|
|
C.
|
Other Companies’ Securities
|
3
|
|
|
D.
|
Hedging and Derivatives
|
3
|
|
|
E.
|
Pledging of Securities, Margin Accounts
|
3
|
|
|
F.
|
General Guidelines
|
4
|
|
|
G.
|
Applicability of U.S. Securities Laws to International Transactions
|
4
|
|
|
III.
|
OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
|
8 |
|
|
A.
|
Public Resales – Rule 144
|
8
|
|
|
B.
|
Private Resales
|
10
|
|
|
C.
|
Underwriter Lock-Up Agreements
|
10
|
|
|
D.
|
Restrictions on Purchases of Company Securities
|
10
|
|
|
E.
|
Disgorgement of Profits on Short-Swing Transactions – Section 16(b)
|
10
|
|
|
F.
|
Prohibition of Short Sales
|
11
|
|
|
G.
|
Filing Requirements
|
12
|
|
| I. |
SUMMARY OF POLICY CONCERNING TRADING IN COMPANY SECURITIES
|
| II. |
THE USE OF INSIDE INFORMATION IN CONNECTION WITH TRADING IN SECURITIES
|
|
|
● |
trading is permitted from the start of the third trading day following an earnings release with respect to the preceding fiscal period until the first calendar day of the last month of the then current fiscal quarter (the “Window”),
subject to the restrictions below;
|
|
|
● |
all trades are subject to prior review and approval;
|
|
|
● |
pre-clearance for all trades must be obtained from a Designated Officer;
|
|
|
● |
no trading is permitted outside the Window except for reasons of exceptional personal hardship and subject to prior review by the Chief Executive Officer and a Designated Officer; provided that, if one of these individuals wishes to
trade outside the Window, it shall be subject to prior review by the other; and
|
|
|
● |
individuals in the Window Group are also subject to the general restrictions on all employees.
|
| III. |
OTHER LIMITATIONS ON SECURITIES TRANSACTIONS
|
|
|
i. |
any Company securities prior to the expiration of the 180-day lock-up period commencing on the effective date of the underwriting agreement, or
|
|
|
ii. |
any founder shares until the earlier of (A) six months after the completion of an initial business combination or (B) subsequent to the initial business combination, (x) the date on which the Company completes a liquidation, merger,
share exchange or other similar transaction 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, or (y) the last reported sale price of the
Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial business combination, the founder shares shall be automatically released from the aforementioned lock-up.
|
| IV. |
MISCELLANEOUS
|
|
|
1. |
The Plan must be a written plan or binding agreement entered into with a national brokerage firm or other financial professional reasonably acceptable to the Company.
|
|
|
2. |
The Plan must clearly state that both the Plan participant and the brokerage firm intend that all transactions will comply with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”).
|
|
|
3. |
The Plan must include a representation by the participant to the Company at the time of adoption or modification of the Plan that (i) the participant is not aware of any material nonpublic information about the Company or Company
securities, and (ii) the participant is adopting the Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act.
|
|
|
4. |
The participant is solely responsible for determining Plan compliance with Rule 10b5-1 and other applicable laws and regulations. Pre-clearance of the Plan by the Company should not be characterized or understood to signify consent,
approval or a legal opinion as to the Plan’s effectiveness or the participant’s compliance with Rule 10b5-1. None of the Company, the Company’s Chief Executive Officer or any of the Company’s officers, employees or other representatives
shall be deemed, solely by their authorization of a Plan on behalf of the Company, to have assumed any liability or responsibility to the participant or any other party if such Plan fails to comply with Rule 10b5-1.
|
|
|
5. |
The Plan must (i) specify the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold, or (ii) include a written formula or algorithm, or computer program, for
determining the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold. In any case, the Plan must prohibit the participant and any other person who possesses
material nonpublic information concerning the Company from exercising any subsequent influence over how, when or whether to effectuate purchases or sales.
|
|
|
6. |
The Plan must be adopted while the Company is not in a blackout period.
|
|
|
7. |
For Plan participants that are officers and directors, no transaction may take place under the Plan until the later of (a) 90 days after adoption or modification (as specified in Rule 10b5-1) of the Plan, or (b) two business days
following the disclosure of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter (or the Company’s fourth fiscal quarter in the case of a Form 10-K) in which the Plan was adopted or modified (as specified in
Rule 10b5-1), in all cases not to exceed 120 days after adoption or modification of the Plan.
|
|
|
8. |
For Plan participants other than officers and directors, no transaction may take place under the Plan until 30 days following the adoption or modification (as specified in Rule 10b5‑1) of the Plan.
|
|
|
9. |
Subject to certain limited exceptions specified in Rule 10b5-1, Plan participants may not have more than one Plan outstanding at the same time.
|
|
|
10. |
The Plan participant may not be at the time of entering into the Plan, and may not during the term of the Plan become, a party to a corresponding or hedging transaction involving Company securities.
|
|
|
11. |
The Plan participant must cooperate with the Company’s decisions regarding public disclosure of the Plan. If the Plan participant is a director or officer, the Plan participant (i) acknowledges that the Company and such director or
officer must make certain disclosures in SEC filings concerning the Plan, and (ii) must promptly provide any information requested by the Company regarding the Plan (including any amendment or termination thereof) for the purpose of
providing the required disclosures or any other disclosures that the Company deems to be required or appropriate under the circumstances.
|
|
|
12. |
Although modifications to the Plan are not prohibited, the Plan should be adopted with the intention that it will not be amended, modified or terminated prior to its expiration.
|
|
|
13. |
The Plan must provide for multiple transactions (as opposed to a single transaction); provided that Plan participants may, subject to certain limited exceptions specified in Rule 10b5-1, adopt
one Plan that provides for a single transaction in any consecutive 12‑month period.
|
|
|
14. |
The Plan must provide for same-day confirmation (by e-mail) by the financial institution to one or more individuals specified by the Company of each transaction made under the Plan, and of any proposed modification, amendment or
termination of the Plan.
|
|
|
15. |
If required with respect to a transaction under the Plan, an SEC Form 144 will be filled out and filed by the participant or the participant’s brokerage firm in accordance with the existing rules regarding Form 144 filings. For
directors and officers, Form 4s should be filed timely with respect to transactions under the Plan. A similar footnote should be included in the Form 4 as outlined above.
|
|
|
16. |
The Plan must provide for the suspension of all transactions under such Plan in the event that the Company, in its sole discretion, deems such suspension necessary and advisable, including suspensions necessary to comply with trading
restrictions imposed in connection with any lock-up agreement required in connection with a securities issuance transaction or other similar events.
|
| I. |
Trade Pre-Clearance Required. As part of this policy, all purchases and sales of equity securities of the Company by
Section 16 insiders, other than transactions that are not subject to the policy or transactions pursuant to a Rule 10b5-1 trading plan authorized by the Company’s Chief Executive Officer, must be pre-cleared by the Company’s Chief
Executive Officer. This requirement is intended to prevent inadvertent policy violations, avoid trades involving the appearance of improper insider trading, facilitate timely Form 4 reporting by Section 16 insiders and avoid transactions
that are subject to disgorgement under Section 16(b) of the Exchange Act.
|
|
|
i. |
Number of shares involved.
|
|
|
ii. |
If the transaction involves a stock option exercise, the specific option to be exercised.
|
|
|
iii. |
Contact information for the broker who will execute the transaction.
|
|
|
iv. |
Transaction date (trade date),
|
|
|
v. |
Number of shares involved,
|
|
|
vi. |
Price per share at which the transaction was executed (before addition or deduction of brokerage commission and other transaction fees),
|
|
|
vii. |
For stock option exercises, the specific option exercised,
|
|
|
viii. |
Contact information for the broker who executed the transaction, and
|
|
|
ix. |
Specific representation that the Section 16 insider is not in possession of material non-public information.
|
| 1. |
I have reviewed this annual report on Form 10-K of Vendome Acquisition Corporation I;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
|
|
|
b) |
(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));
|
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
|
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Scott LaPorta
|
|
|
Scott LaPorta
|
|
|
Chief Executive Officer and Chief Financial Officer
|
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Scott LaPorta
|
|
|
Scott LaPorta
|
|
|
Chief Executive Officer and Chief Financial Officer
|
|
|
(Principal Executive Officer and Principal Financial and Accounting Officer)
|
| 1. |
Overview
|
| 2. |
Compensation Recovery Requirement
|
| 3. |
Definitions
|
| a. |
“Applicable Recovery Period” means Subject to the terms of this Policy and the requirements of Rule 5608, if on or after the Effective Date, the Company is required
to prepare an Accounting Restatement, the Company will attempt to recover, reasonably promptly from each Covered Person, any Erroneously Awarded Compensation that was Received by such Covered Person during the Recovery Period pursuant to
Incentive-Based Compensation that is subject to this Policy.
|
| b. |
“Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations
adopted by the SEC pursuant to Section 10D of the Exchange Act.
|
| c. |
“Board” means the Board of Directors of the Company.
|
| d. |
“Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board.
|
| e. |
“Covered Person” means a person who served as an Executive Officer at any time during the performance period for the applicable Incentive-Based Compensation.
|
| f. |
“Effective Date” means July 1, 2025.
|
| g. |
“Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the
Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any
taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical
recalculation directly from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the share price or total shareholder return upon which the Incentive-Based
Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules.
|
| h. |
“Exchange” means the Nasdaq Stock Market LLC.
|
| i. |
An “Executive Officer” means the Company’s officers as defined in Rule 16a-1(f) under the Exchange Act.
|
| j. |
“Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s
financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and stock price and total shareholder return.
|
| k. |
A “Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result
in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
|
| l. |
“Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned or vested
based, in whole or in part, upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is deemed to be “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the
applicable Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period or is subject to additional time-based vesting requirements.
|
| 4. |
Exception to Compensation Recovery Requirement
|
| 5. |
Tax Considerations
|
| 6. |
Method of Compensation Recovery
|
| a. |
requiring reimbursement of cash Incentive-Based Compensation previously paid;
|
| b. |
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
|
| c. |
cancelling or rescinding some or all outstanding vested or unvested equity-based awards;
|
| d. |
adjusting or withholding from unpaid compensation or other set-off;
|
| e. |
cancelling or offsetting against planned future grants of equity-based awards; and/or
|
| f. |
any other method permitted by applicable law or contract.
|
| 7. |
Policy Interpretation
|
| 8. |
Policy Administration
|
| 9. |
Compensation Recovery Repayments Not Subject to Indemnification
|