Siddhi Acquisition Posts Q3 Profit Amidst SPAC IPO Proceeds

Ticker: SDHIR · Form: 10-Q · Filed: Oct 31, 2025 · CIK: 2034037

Sentiment: mixed

Topics: SPAC, Blank Check Company, IPO, Trust Account, M&A, Financial Performance, Risk Factors

Related Tickers: SDHIU, SDHI

TL;DR

**SDHIR is a cash-rich SPAC with a ticking clock to find a deal, making it a speculative play on future M&A.**

AI Summary

Siddhi Acquisition Corp (SDHIR) reported a net income of $2,842,367 for the three months ended September 30, 2025, a significant improvement from a net loss of $45,056 for the same period in 2024. However, for the nine months ended September 30, 2025, the company posted a net loss of $2,807,335, primarily due to $8,280,000 in advisory fees and $391,490 in general and administrative costs. The company successfully completed its Initial Public Offering (IPO) on April 2, 2025, raising $276,000,000 from 27,600,000 units at $10.00 per unit, including the full exercise of the over-allotment option. Simultaneously, it sold 338,000 private placement units to the Sponsor for $3,380,000. A substantial $277,380,000 was placed into a Trust Account, generating $5,864,155 in interest income for the nine months ended September 30, 2025. The company's total assets increased dramatically from $343,383 at December 31, 2024, to $284,135,310 at September 30, 2025, largely due to the Trust Account investments. Key liabilities include $8,280,000 in advisory fees payable and $8,280,000 in deferred underwriting fees payable. The company is a blank check company focused on identifying a Business Combination target within its Completion Window of 21 to 24 months from the IPO.

Why It Matters

Siddhi Acquisition Corp's 10-Q highlights the typical lifecycle of a Special Purpose Acquisition Company (SPAC) post-IPO. For investors, the significant cash in the Trust Account ($283,244,155) provides a floor for the Class A ordinary shares, but the substantial accumulated deficit ($15,769,015) and high advisory/underwriting fees ($16,560,000 total) indicate the cost of the SPAC structure. Employees and customers are not directly impacted yet, as the company has no operating revenues. The broader market watches SPACs like SDHIR for potential M&A activity, and its ability to find a suitable target within the Completion Window will determine its success and competitive standing against other blank-check companies.

Risk Assessment

Risk Level: high — The company is a blank check company with no operating history or revenues, as stated in Note 1. It faces the significant risk of failing to complete a Business Combination within the 21-24 month Completion Window, which would lead to liquidation. Furthermore, the Sponsor's ability to satisfy indemnification obligations is uncertain, as the company has not verified the Sponsor's funds and believes its only assets are company securities.

Analyst Insight

Investors should monitor SDHIR closely for announcements regarding a potential Business Combination target. Given the high risk associated with SPACs that haven't identified a target, a 'wait and see' approach is prudent. Consider the redemption value of $10.26 per share as a potential downside protection, but be aware of the limited upside until a compelling deal is announced.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$284,135,310
total Debt
$16,659,446
net Income
$2,842,367
eps
N/A
gross Margin
N/A
cash Position
$759,129
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What is Siddhi Acquisition Corp's primary business objective?

Siddhi Acquisition Corp is a blank check company incorporated on July 5, 2024, with the primary objective of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

How much money did Siddhi Acquisition Corp raise in its Initial Public Offering?

On April 2, 2025, Siddhi Acquisition Corp consummated its Initial Public Offering, selling 27,600,000 units at $10.00 per unit, generating gross proceeds of $276,000,000. This included the full exercise of the underwriter's over-allotment option.

Where are the proceeds from Siddhi Acquisition Corp's IPO held?

Upon the closing of the Initial Public Offering, $277,380,000 was placed in a Trust Account. These funds are initially invested in U.S. government treasury obligations or money market funds, with the option to hold them in cash or an interest-bearing demand deposit account.

What was Siddhi Acquisition Corp's net income for the three months ended September 30, 2025?

For the three months ended September 30, 2025, Siddhi Acquisition Corp reported a net income of $2,842,367. This was largely due to $2,996,664 in interest earned on investments held in the Trust Account.

What are the significant liabilities for Siddhi Acquisition Corp as of September 30, 2025?

As of September 30, 2025, significant liabilities for Siddhi Acquisition Corp include an advisory fee payable of $8,280,000 and a deferred underwriting fee payable of $8,280,000, totaling $16,560,000.

What is the 'Completion Window' for Siddhi Acquisition Corp?

The 'Completion Window' is the period within which Siddhi Acquisition Corp must complete its initial Business Combination. This window is 21 months from the closing of the Initial Public Offering, or 24 months if a definitive agreement for an initial business combination has been executed within 21 months.

What happens if Siddhi Acquisition Corp fails to complete a Business Combination within the Completion Window?

If Siddhi Acquisition Corp fails to complete its initial Business Combination within the Completion Window, it will redeem the public shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less permitted withdrawals and taxes payable).

What is the role of Siddhi Sponsor LLC?

Siddhi Sponsor LLC is the Company's sponsor. It purchased 338,000 private placement units for $3,380,000 simultaneously with the IPO and holds 6,900,000 Class B ordinary shares.

What is the redemption value per Class A ordinary share for Siddhi Acquisition Corp?

As of September 30, 2025, the redemption value for Class A ordinary shares subject to possible redemption was $10.26 per share, based on 27,600,000 shares.

What are the risks associated with Siddhi Acquisition Corp's sponsor's indemnification obligations?

The Company's sponsor has agreed to be liable for claims that reduce the Trust Account below a certain threshold. However, the Company has not asked the Sponsor to reserve for these obligations and believes the Sponsor's only assets are company securities, raising uncertainty about the Sponsor's ability to satisfy these obligations.

Risk Factors

Industry Context

Siddhi Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector. This industry has seen significant activity, with SPACs serving as an alternative route for private companies to go public. The landscape is characterized by intense competition to identify attractive acquisition targets within strict timeframes, regulatory scrutiny, and dependence on market conditions for successful business combinations.

Regulatory Implications

As a SPAC, Siddhi Acquisition Corp is subject to SEC regulations governing financial reporting, disclosures, and the process of business combinations. The redemption rights of public shareholders and the contingent nature of deferred fees introduce specific financial and operational risks that must be managed to comply with securities laws and protect investor interests.

What Investors Should Do

  1. Monitor Business Combination Progress
  2. Evaluate Target Company Due Diligence
  3. Understand Redemption Implications
  4. Assess Impact of Deferred Fees

Key Dates

Glossary

Blank Check Company
A shell company that is set up to acquire or merge with an existing company. It raises capital through an IPO with the sole purpose of finding a target company to combine with. (Siddhi Acquisition Corp is structured as a blank check company, and its primary objective is to identify a business combination target.)
Trust Account
A segregated account, typically holding proceeds from an IPO, used by special purpose acquisition companies (SPACs) to safeguard funds until a business combination is completed or the SPAC liquidates. (A substantial portion of Siddhi's assets ($283,244,155) is held in a Trust Account, generating interest income.)
Business Combination
The merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business transaction between a SPAC and one or more target businesses. (Siddhi Acquisition Corp's core strategy is to identify and complete a business combination within its specified timeframe.)
Completion Window
The timeframe within which a SPAC must complete a business combination. If not completed, the SPAC typically liquidates and returns funds to shareholders. (Siddhi Acquisition Corp has a completion window of 21 to 24 months from its IPO date.)
Sponsor
The entity or individuals who organize and promote a SPAC, typically investing their own capital and receiving founder shares and warrants in exchange for their efforts. (The Sponsor purchased private placement units and holds Class B ordinary shares, aligning their interests with the company's success.)
Deferred Underwriting Fee
A portion of the underwriting fees that is not paid at the time of the IPO but is contingent upon the completion of a business combination. (Siddhi Acquisition Corp has $8,280,000 in deferred underwriting fees payable, which will impact capital available post-combination.)
Class A Ordinary Shares Subject to Redemption
Public shares issued during the IPO that holders can redeem for their pro-rata share of the Trust Account proceeds if a business combination is not completed. (27,600,000 Class A ordinary shares are subject to redemption, representing a significant potential outflow of capital.)

Year-Over-Year Comparison

Compared to the prior period (likely a prior 10-Q or 10-K ending December 31, 2024), Siddhi Acquisition Corp shows a dramatic increase in total assets from $343,383 to $284,135,310, primarily due to the IPO proceeds placed in the Trust Account. Liabilities also increased significantly, mainly from $8,280,000 each in advisory and deferred underwriting fees payable. The company transitioned from a minimal asset base to a substantial one, driven by its IPO, and now faces the critical task of executing a business combination within its defined timeframe.

Filing Stats: 4,697 words · 19 min read · ~16 pages · Grade level 19.9 · Accepted 2025-10-31 16:34:01

Key Financial Figures

Filing Documents

Financial Information

Part I. Financial Information

Interim Financial Statements

Item 1. Interim Financial Statements Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 1 Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and for the Period from July 5, 2024 (Inception) Through September 30, 2024 (Unaudited) 2 Condensed Statements of Changes in Shareholders' Deficit for the Three and Nine Months Ended September 30, 2025 and for the Period from July 5, 2024 (Inception) Through September 30, 2024 (Unaudited) 3 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period from July 5, 2024 (Inception) Through September 30, 2024 (Unaudited) 4 Notes to Condensed Financial Statements (Unaudited) 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 16

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 19

Controls and Procedures

Item 4. Controls and Procedures 19

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 20

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 20

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 20

Other Information

Item 5. Other Information 20

Exhibits

Item 6. Exhibits 21

Signatures

Part III. Signatures 22 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements. SIDDHI ACQUISITION CORP CONDENSED BALANCE SHEETS September 30, 2025 December 31, (Unaudited) 2024 ASSETS Current assets Cash $ 759,129 $ 578 Prepaid expenses 94,526 — Total current assets 853,655 578 Long-term prepaid insurance 37,500 — Investments held in Trust Account 283,244,155 — Deferred offering costs — 342,805 TOTAL ASSETS $ 284,135,310 $ 343,383 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accrued expenses $ 19,446 $ 5,000 Accrued offering costs 80,000 218,300 Total current liabilities 99,446 223,300 Advisory fee payable 8,280,000 – Deferred underwriting fee payable 8,280,000 – Promissory note - related party — 160,000 TOTAL LIABILITIES 16,659,446 383,300 COMMITMENTS AND CONTINGENCIES (Note 6) Class A ordinary shares subject to possible redemption, 27,600,000 and 0 shares at a redemption value of $ 10.26 and $ 0 per share as of September 30, 2025 and December 31, 2024, respectively 283,244,155 — SHAREHOLDERS' DEFICIT Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024 — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 338,000 and 0 shares issued and outstanding, excluding 27,600,000 and 0 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively 34 — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding (1)(2) as of September 30, 2025 and December 31, 2024 690 690 Additional paid-in capital — 24,310 Accumulated deficit ( 15,769,015 ) ( 64,917 ) TOTAL SHAREHOLDERS' DEFICIT ( 15,768,291 ) ( 39,917 ) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 284,135,310 $ 343,383 (1) As of December 31, 2024, included up to 900,000 of the founder shares that might have been surrendered by the Sponsor for n

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