Vendome Acquisition Corp. I (VNME) risk factors, FY2025 10-K

Other

1. 01Results of Operations and Known Trends or Future Events
2. 02Liquidity and Capital Resources
3. 03On July 3, 2025, we consummated the initial public offering of 20,000,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000
4. 04For the period January 28, 2025 (inception) through December 31, 2025, cash provided by financing activities was $201,091,587, which is primarily the proceeds from the initial public offering and the private placement, net of offering costs
5. 05Off-balance sheet financing arrangements
6. 06We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities
7. 07Critical Accounting Estimates
8. 08Evaluation of Disclosure Controls and Procedures
9. 09Management’s Annual Report on Internal Control over Financial Reporting
10. 10Changes in Internal Control over Financial Reporting
11. 11Directors, Executive Officers and Corporate Governance
12. 12Number, Terms of Office and Appointment of Directors and Officers
13. 13Committees of the Board of Directors
14. 14Each member of the audit committee is financially literate and our board of directors has determined that Brett Wyard qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
15. 15reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors
16. 16Nominating and Corporate Governance Committee
17. 17reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary
18. 18duty to exercise independent judgment
19. 19None 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
20. 20Our 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
21. 21The conflicts described above may not be resolved in our favor
22. 22Limitation on Liability and Indemnification of Officers and Directors
23. 23We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers
24. 24Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
25. 25We have no compensation plans under which equity securities are authorized for issuance
26. 26all our executive officers and directors as a group
27. 27Interests 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
28. 28General and Administrative Services
29. 29Convertible Promissory Note
30. 30In connection with the closing of our initial public offering, we adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
31. 31These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
32. 32reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
33. 33The firm of Adeptus Partners, LLC, or Adeptus, serves as our independent registered public accounting firm
34. 34Exhibits, Financial Statement Schedules
35. 35Notes to Financial Statements
36. 36Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
37. 37Opinion on the Financial Statements
38. 38LIABILITIES AND SHAREHOLDERS’ EQUITY
39. 39THROUGH DECEMBER 31, 2025
40. 40NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
41. 41Transaction costs amounted to $2,105,782, consisting of $1,000,000 of cash underwriting fee and $1,105,782 of other offering costs
42. 42As of December 31, 2025, the Company had cash of $304,576 and working capital of $404,679
43. 43Cash and Cash Equivalents
44. 44Net Income (Loss) per Ordinary Share
45. 45Concentration of Credit Risk
46. 46Fair Value of Financial Instruments
47. 47Level 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
48. 48Derivative Financial Instruments
49. 49Class A Ordinary Shares Subject to Redemption
50. 50Recent Issued Accounting Pronouncements
51. 51NOTE 3 — INITIAL PUBLIC OFFERING
52. 52NOTE 4 — PRIVATE PLACEMENT
53. 53In connection with the closing of the Initial Public Offering, the Company adopted a formal policy for the review, approval or ratification of related party transactions
54. 54NOTE 7 — SHAREHOLDERS’ EQUITY
55. 55upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
56. 56If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws
57. 57NOTE 9 — SEGMENT INFORMATION
58. 58NOTE 10 — SUBSEQUENT EVENTS