Siddhi Acquisition Corp. (Cayman Islands) (SDHI) risk factors, FY2025 10-K

Other

1. 01Liquidity, Capital Resources and Going Concern
2. 02Off-Balance Sheet Financing Arrangements
3. 03Critical Accounting Policies
4. 04Class A Ordinary Shares Subject to Possible Redemption
5. 05Net Loss Per Ordinary Share
6. 06Evaluation of Disclosure Controls and Procedures
7. 07Management’s Report on Internal Controls Over Financial Reporting
8. 08(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
9. 09Changes in Internal Control over Financial Reporting
10. 10Matthew Shigenobu Muta 57 Director
11. 11Number and Terms of Office of Officers and Directors
12. 12Our independent directors will have regularly scheduled meetings at which only independent directors are present
13. 13Committees of the Board of Directors
14. 14Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement
15. 15Section 16(a) Beneficial Ownership Reporting Compliance
16. 16Executive Officers and Director Compensation
17. 17SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
18. 18(1) Unless otherwise noted, the business address of each of the following is c/o Siddhi Acquisition Corp, 100 Wall Street, 20th Floor, New York, New York 10005
19. 19ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
20. 20Policy for Approval of Related Party Transactions
21. 21The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
22. 22Tax Fees. During the year ended December 31, 2025 and for the period from July 5, 2024 (inception) through December 31, 2024, we did not pay our independent registered public accounting firm any amounts for services related to tax compliance, tax advice and tax planning
23. 23ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
24. 24Notes to Financial Statements F-7
25. 254.3 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Company on March 25, 2025)
26. 2610.4 Private Placement Units Purchase Agreement, dated March 31, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Company on April 3, 2025)
27. 2710.9 Amended and Restated Securities Subscription Agreement between Siddhi Sponsor LLC and the Company (incorporated by reference to Exhibit 10.9 filed with the Form S-1/A filed by the Company on March 25, 2025)
28. 2831.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
29. 29104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
30. 30Title: Chief Executive Officer and Director
31. 31Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2
32. 32Opinion on the Financial Statements
33. 33Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024
34. 34TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 286,743,485 $ 343,383
35. 35Loss from operations (8,824,829 ) (64,917 )
36. 36Basic and diluted net loss per ordinary share, Class B ordinary shares $ (0.01 ) $ (0.01 )
37. 37$ (15,922,354 ) $ (15,921,630 )
38. 38Interest earned on investments held in Trust Account (8,601,442 )
39. 39Net cash used in operating activities (603,305 ) (59,917 )
40. 40Net cash used in investing activities (277,380,000 )
41. 41Cash – End of period $ 664,894 $ 578
42. 42NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
43. 43Transaction costs amounted to $9,056,885, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs
44. 44Cash and Cash Equivalents
45. 45Investments Held in Trust Account
46. 46Concentration of Credit Risk
47. 47Fair Value of Financial Instruments
48. 48Class A Shares Subject to Possible Redemption
49. 49Class A ordinary shares issuance cost (8,916,563 )
50. 50Basic and diluted net loss per ordinary share
51. 51NOTE 3 — INITIAL PUBLIC OFFERING
52. 52Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 338,000 Private Placement Units, at a price of $10.00 per unit, or $3,380,000 in the aggregate in a private placement
53. 53Promissory Note — Related Party
54. 54Administrative Support Fee
55. 55Consultant Services Agreement
56. 56The underwriter was entitled to a cash underwriting fee of $250,000 which was paid to Santander US Capital Markets LLC (“Santander”) upon the closing of the Initial Public Offering
57. 57Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were 338,000 and 0 shares of Class A ordinary shares issued and outstanding, excluding 27,600,000 and 0 shares subject to possible redemption
58. 58NOTE 8— FAIR VALUE MEASUREMENTS
59. 59Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
60. 60Investments held in Trust Account 1 $ 285,981,442 $
61. 61Fair value per share right $ 0.148
62. 62NOTE 9 — SEGMENT INFORMATION
63. 63Interest earned on investments held in Trust Account $ 8,601,442 $ —
64. 64NOTE 10 — SUBSEQUENT EVENTS