Vendome SPAC Posts $1.8M Net Income, Eyes US Business Combo

TL;DR

**Vendome is a well-funded SPAC with $202M in trust, but the clock is ticking to find a deal or risk liquidation.**

AI Summary

Vendome Acquisition Corp I (VNMEU), a blank check company, reported a net income of $1,820,558 for the period from January 28, 2025 (inception) through September 30, 2025, primarily driven by $2,068,698 in income earned on cash held in its Trust Account. The company incurred $248,140 in formation and operating expenses during the same period. As of September 30, 2025, Vendome held $202,068,698 in cash in its Trust Account and $399,771 in unrestricted cash. The Initial Public Offering (IPO) on July 3, 2025, generated gross proceeds of $200,000,000 from 20,000,000 units sold at $10.00 per unit, alongside $2,648,000 from the private sale of 2,648,000 warrants to Vendome Acquisition Sponsor I LLC. Transaction costs for the IPO amounted to $2,105,782, including a $1,000,000 cash underwriting fee. The company has 24 months from the IPO closing to complete a business combination, or it will redeem all public shares. A significant risk is the potential for the per-share value of assets in the Trust Account to be less than the initial IPO price if the company fails to complete a business combination.

Why It Matters

This 10-Q filing is crucial for investors as it confirms Vendome Acquisition Corp I's financial stability post-IPO, with $202 million in its Trust Account, providing a clear runway for a potential business combination. The reported net income of $1.8 million, solely from interest on the trust, indicates prudent management of funds while searching for a target. For employees of potential target companies, this signals a well-capitalized SPAC ready to execute a deal. In a competitive SPAC market, Vendome's strong cash position and clear mandate to focus on high-potential US businesses could make it an attractive partner, potentially driving up acquisition multiples for desirable targets.

Risk Assessment

Risk Level: medium — The risk level is medium because Vendome Acquisition Corp I is a blank check company with no operations, relying entirely on completing a Business Combination within 24 months of its July 3, 2025 IPO. If a suitable target is not found, the company will redeem 100% of outstanding public shares, and warrants will expire worthless, as stated in Note 1. Additionally, the per-share value of assets available for distribution could be less than the initial $10.00 IPO price due to Permitted Withdrawals for working capital.

Analyst Insight

Investors should monitor Vendome's progress in identifying and announcing a target business combination, as this is the primary driver of value for a SPAC. Consider the 24-month deadline from July 3, 2025, and the potential for warrant expiration if no deal materializes. Evaluate the management team's track record in previous SPACs or M&A activities.

Financial Highlights

debt To Equity

0.00

revenue

$0

operating Margin

N/A

total Assets

$202,785,616

total Debt

$0

net Income

$1,820,558

eps

$0.26

gross Margin

N/A

cash Position

$202,468,469

revenue Growth

N/A

Key Numbers

• $1.82M — Net Income (For the period from inception (Jan 28, 2025) through Sep 30, 2025, driven by trust income.)
• $202.07M — Cash held in Trust (As of September 30, 2025, representing the primary asset for a business combination.)
• $2.07M — Income from Trust (Generated from investments in the Trust Account for the period ended Sep 30, 2025.)
• $200M — IPO Gross Proceeds (From the sale of 20,000,000 units at $10.00 each on July 3, 2025.)
• 24 months — Combination Period (Time limit from IPO closing (July 3, 2025) to complete a Business Combination.)
• 20,000,000 — Class A Ordinary Shares (Issued and outstanding as of November 19, 2025, subject to possible redemption.)
• $0.10 — Basic and diluted net income per redeemable share (For the three months ended September 30, 2025.)
• $2.11M — Total Transaction Costs (Incurred for the Initial Public Offering, including underwriting fees and other costs.)
• 5,000,000 — Class B Ordinary Shares (Issued and outstanding as of November 19, 2025, held by the Sponsor.)
• $11.50 — Warrant Exercise Price (Each whole warrant is exercisable for one Class A ordinary share at this price.)

Key Players & Entities

• Vendome Acquisition Corp I (company) — Registrant and blank check company
• Vendome Acquisition Sponsor I LLC (company) — Sponsor and purchaser of Private Placement Warrants
• The Nasdaq Stock Market LLC (regulator) — Exchange where VNMEU, VNME, and VNMEW are registered
• $200,000,000 (dollar_amount) — Gross proceeds from Initial Public Offering
• $2,068,698 (dollar_amount) — Income earned on cash held in Trust Account
• $1,820,558 (dollar_amount) — Net Income for the period ended September 30, 2025
• $202,068,698 (dollar_amount) — Cash held in Trust Account as of September 30, 2025
• January 28, 2025 (date) — Inception date of Vendome Acquisition Corp I
• July 3, 2025 (date) — Closing date of the Initial Public Offering
• 24 months (time_period) — Deadline for completing a Business Combination

FAQ

Risk Factors

• Failure to Complete Business Combination [high — financial]: Vendome Acquisition Corp I has 24 months from its IPO on July 3, 2025, to complete a business combination. Failure to do so will result in the redemption of all public shares. A significant risk is that the per-share value of assets in the Trust Account could be less than the initial IPO price of $10.00 if a combination is not consummated.
• Trust Account Sufficiency for Redemptions [high — financial]: The Trust Account holds $202,068,698 as of September 30, 2025. If a business combination is not completed, these funds will be used to redeem public shares. The value of these assets is subject to market fluctuations and potential decreases, which could impact the amount available for redemption.
• Dependence on Target Business [high — operational]: As a blank check company, Vendome Acquisition Corp I has no specific business operations. Its success is entirely dependent on identifying and completing a business combination with a suitable target company. The ability to find and secure such a target within the 24-month timeframe is a critical operational risk.
• Limited Operating History and Track Record [medium — financial]: The company was incorporated on January 28, 2025, and has a very limited operating history. It has not yet generated revenue from its own operations, and its financial performance to date is primarily driven by income from its Trust Account. This lack of a track record makes it difficult to assess its future prospects.
• Formation and Operating Expenses [medium — financial]: The company incurred $248,140 in formation and operating expenses from inception through September 30, 2025. These expenses reduce the capital available for a business combination and can impact the net asset value per share.
• IPO Transaction Costs [medium — financial]: Total transaction costs for the IPO amounted to $2,105,782, including a $1,000,000 cash underwriting fee. These costs reduce the net proceeds available to the company for its business combination.

Industry Context

Vendome Acquisition Corp I operates within the Special Purpose Acquisition Company (SPAC) sector. This industry has seen significant growth and subsequent volatility, with SPACs raising substantial capital to pursue mergers. The competitive landscape is characterized by numerous SPACs seeking attractive acquisition targets within a limited timeframe, often across diverse industries.

Regulatory Implications

As a publicly traded entity, Vendome Acquisition Corp I is subject to SEC regulations and reporting requirements. The primary regulatory concern for SPACs is the timely completion of a business combination and the accurate disclosure of risks associated with the process, including potential redemptions and the valuation of the target company.

What Investors Should Do

1. Monitor Business Combination Progress
2. Evaluate Target Company Diligence
3. Understand Redemption Rights

Key Dates

• 2025-01-28: Company Inception — Marks the beginning of Vendome Acquisition Corp I's existence as a blank check company.
• 2025-07-03: Initial Public Offering (IPO) — Raised $200,000,000 in gross proceeds, establishing the timeline for the business combination and the amount of capital available.
• 2025-09-30: Balance Sheet Date — Provides a snapshot of the company's assets, liabilities, and equity, including the significant cash held in trust.
• 2027-07-03: Business Combination Deadline (estimated) — The company has 24 months from the IPO date to complete a business combination, after which public shares will be redeemed.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing company. (Vendome Acquisition Corp I is a blank check company, and its entire business model revolves around finding and completing a business combination.)

Trust Account

A segregated account, typically holding proceeds from an IPO, that is used to fund a business combination or redeem shares if a combination is not completed. (The majority of Vendome's assets ($202,068,698) are held in its Trust Account, which is crucial for its operations and potential redemptions.)

Business Combination

The acquisition of or merger with another company by a special purpose acquisition company (SPAC) or blank check company. (This is the primary objective of Vendome Acquisition Corp I, and its success is contingent on completing a business combination within a specified timeframe.)

Class A Ordinary Shares

The class of shares sold to the public in the IPO, which are subject to redemption if a business combination is not completed. (20,000,000 Class A ordinary shares were issued in the IPO, representing the public float and potential redemption obligations.)

Class B Ordinary Shares

Shares typically held by the sponsor of a SPAC, often with different voting rights or conversion terms compared to Class A shares. (5,000,000 Class B ordinary shares are held by Vendome Acquisition Sponsor I LLC, representing the sponsor's stake.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase shares of the company at a specified price within a certain timeframe. (The company conducted a private sale of warrants alongside the IPO, which could result in future dilution if exercised.)

Formation and Operating Expenses

Costs incurred in setting up and running the company, such as legal, accounting, and administrative fees. (These expenses ($248,140) reduce the capital available for the business combination.)

Year-Over-Year Comparison

As this is the first 10-Q filing since the company's inception on January 28, 2025, there are no prior period filings to compare against. The current report details the initial formation, IPO proceeds, and the composition of assets as of September 30, 2025. Key metrics such as revenue, operating income, and net income are presented for the period from inception through September 30, 2025, with net income primarily driven by interest income on the Trust Account balance.

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 VNMEW The Nasdaq Stock Market LLC In

Filing Documents

• ef20054986_10q.htm (10-Q) — 439KB
• ef20054986_ex31.htm (EX-31) — 14KB
• ef20054986_ex32.htm (EX-32) — 5KB
• 0001140361-25-042736.txt ( ) — 3462KB
• vnme-20250930.xsd (EX-101.SCH) — 32KB
• vnme-20250930_def.xml (EX-101.DEF) — 193KB
• vnme-20250930_lab.xml (EX-101.LAB) — 275KB
• vnme-20250930_pre.xml (EX-101.PRE) — 194KB
• vnme-20250930_cal.xml (EX-101.CAL) — 18KB
• ef20054986_10q_htm.xml (XML) — 314KB

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements Unaudited Condensed Balance Sheet as of September 30, 2025 1 Unaudited Condensed Statements of Operations for the period from January 28, 2025 (inception) through September 30, 2025 and for the three months ended September 30, 2025 2 Unaudited Condensed Statements of Changes in Shareholders' Equity for the period from January 28, 2025 (inception) through September 30, 2025 3 Unaudited Condensed Statement of Cash Flows for the period from January 28, 2025 (inception) through September 30, 2025 4 Notes to Unaudited Condensed Financial Statements 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 20

Controls and Procedures

Item 4. Controls and Procedures 20

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 20

Risk Factors

Item 1A. Risk Factors 20

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 21

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 21

Other Information

Item 5. Other Information 21

Exhibits

Item 6. Exhibits 22

Signatures

Part III. Signatures 23 i Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements. VENDOME ACQUISITION CORPORATION I UNAUDITED CONDENSED BALANCE SHEET SEPTEMBER 30, 2025 ASSETS Current Assets: Cash $ 399,771 Prepaid expenses 317,147 Total Current Assets 716,918 Cash held in Trust 202,068,698 Total Assets $ 202,785,616 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accrued expenses $ 367,840 Related party payable 30,000 Total Current Liabilities 397,840 Commitments and contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 20,000,000 shares subject to possible redemption at $ 10.10 per share 202,068,698 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 318,578 Total Shareholders' Equity 319,078 Total Liabilities and Shareholders' Equity $ 202,785,616 (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

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