Vendome Acquisition Corp I Annual Report - How They Did This Year

Thinking about Vendome Acquisition Corp I? This report explains what they did this year. It's in plain English, not Wall Street jargon, to help you decide if it fits your investments.

We'll cover these key areas to give you the full picture:

1. What does this company do and how did they perform this year?

Let's get started. Vendome Acquisition Corp I doesn't sell products or services. It's a "blank check company" or SPAC (Special Purpose Acquisition Company). Think of it as an empty shell company. Its main goal is to find and merge with a private company. After the merger, that private company becomes public through Vendome. This is called a "de-SPAC" transaction.

Vendome Acquisition Corp I didn't run a business this past year. They didn't sell anything. They had no operations or revenue. Since starting on January 28, 2025, their focus has been on setup. They completed their Initial Public Offering (IPO). They are actively searching for a private company to merge with.

They look for target companies with:

• Strong long-term growth potential.
• Positive industry trends.
• Markets ready for consolidation. This means many smaller players can combine. It leads to market leadership and efficiency.
• A leading market position.
• Significant recurring revenue from diverse customers. This provides predictable cash flow.
• Chances to improve their business. Vendome's management can add value.

In short, their "performance" this year was raising capital. They also started searching for a merger target. This is a SPAC's only purpose.

2. Financial performance - revenue, profit, growth metrics

Vendome is a blank check company. So, it has no traditional revenue or profit. They don't sell anything!

However, they had important financial activity. This relates to their formation and raising money:

• IPO Success: On July 3, 2025, they completed their IPO. They sold 20,000,000 units to the public. Each unit cost $10.00. This raised $200,000,000. Each unit included one Class A ordinary share. It also had half of one redeemable warrant.
• Private Investment: Their sponsor, Vendome Acquisition Sponsor I LLC, also bought warrants. They purchased 2,648,000 private placement warrants for $1.00 each. This added $2,648,000 to company funds. These warrants are like public warrants. But they have transfer restrictions and different exercise terms.
• Money in the Bank (Trust Account): $200,000,000 from the IPO went into a special "Trust Account." This money is for their future merger. Or, it will redeem public shares if no merger happens. It's invested in safe, short-term U.S. government securities. Or, it's in money market funds. This keeps it secure and earns minimal interest.
• Costs: They had about $2,105,782 in IPO transaction costs. This included a $1,000,000 deferred underwriting fee. They pay this when a merger completes. Other costs were $1,105,782 for legal, accounting, and SEC fees. After these costs, little money remained for working capital. This money was outside the Trust Account.

So, they had no operating profit. But they successfully raised much capital. This helps them achieve their merger goal.

3. Major wins and challenges this year

Major Wins:

• Successful IPO: Their biggest win was completing their IPO on July 3, 2025. They raised $200 million. This gave them capital for their merger goal. It also listed them publicly on Nasdaq. Tickers are "VENDU" (units), "VEND" (shares), and "VENDW" (warrants).
• Securing Funds: They put $200 million into a Trust Account. This protects funds for a future merger. It also offers a clear redemption value for shareholders if no deal happens.

Challenges:

• The Clock is Ticking: Their main challenge is a strict deadline. They must complete a merger by July 3, 2027. This is 24 months from their IPO. If they don't find and merge with a company, they must liquidate. They would return Trust Account money to shareholders. This is usually about $10.00 per share. It includes interest, minus taxes and expenses. But you lose any chance for stock growth from a successful merger.
• Finding the Right Partner: Finding a high-quality merger target is tough. The SPAC market is competitive. They also need an attractive valuation. They need a company that fits their criteria. It must be willing to merge. The price must be good for Vendome's shareholders. This takes much research, negotiation, and a good market.

4. Financial health - cash, debt, liquidity

Vendome's financial health is unique. It's a SPAC. It holds funds for a merger, not for operating income.

• Cash (in Trust): They hold $200,000,000 securely in a Trust Account. This money is very liquid. It's in short-term U.S. government securities or money market funds. But it's not for daily operations. It's reserved for the merger or shareholder redemptions.
• Operating Funds: Their operating cash is very limited. They can only use a small part (up to 5%) of the Trust Account's interest earned. This covers working capital and taxes. As of December 31, 2025, they had about $1,105,782 in cash. This cash was outside the Trust Account. It's a small amount for administrative and search costs.
• Potential Debt: The company has a "Working Capital Convertible Note." This lets their sponsor lend them up to $840,000. This covers operating expenses. They had not used this note by December 31, 2025. If used, this loan can convert into 840,000 private placement warrants. Each warrant costs $1.00. This means it could become ownership (warrants) instead of debt. But it's still a financial obligation.

Overall, they are financially healthy for their main purpose: the merger. But they have very little cash for general operations. This is outside the Trust Account's interest and the potential sponsor loan.

5. Key risks that could hurt the stock price

Investing in Vendome Acquisition Corp I has risks. They haven't merged with a company yet. Here are some key risks:

• Failure to Find a Deal: The biggest risk: they might not find or complete a merger. Their deadline is July 3, 2027. If they fail, they must liquidate. They would return Trust Account money to shareholders. This is usually about $10 per share. It includes interest, minus taxes and expenses. You wouldn't lose your initial $10 per share. But you would lose any chance for stock growth. Your warrants would likely become worthless.
• Management Conflicts: Vendome's directors and officers have other business interests. They also have roles with other companies and investments. Their time might be divided. Their interests could conflict with Vendome's shareholders. This is especially true if they own stakes in other target companies or SPACs.
• Sponsor Incentives: The sponsor and management bought 5,000,000 founder shares. They paid $0.005 per share ($25,000 total). Public investors paid $10 per share. This strongly motivates them to complete any merger. They profit greatly if a deal closes. This is true even if it's not the best deal for public shareholders. It's also true regardless of the combined company's performance. They might pursue a less-than-ideal target.
• Difficulty Getting More Money: Their target company might need more money than the Trust Account holds. For example, for growth or to pay debt. Vendome might struggle to raise more funds. This would be through a PIPE (Private Investment in Public Equity) transaction. The PIPE market is now tougher. Investors demand better terms. This could risk the deal. Or it could mean more shares issued, reducing your ownership percentage.
• Affiliation with TMTG and Donald J. Trump: Their filing mentions a unique and significant risk. The company states: "Third parties may avoid working with us. This is due to our management's and board's ties to TMTG and President Donald J. Trump." This political tie could make it harder to find merger partners. It could also deter PIPE investors. Securing professional services might also be tough. This limits their options. It makes a successful merger harder.
• Geopolitical Events: Global issues, like conflicts in Russia-Ukraine and the Middle East, create uncertainty. They impact supply chains and investor sentiment. This could make it harder for Vendome to find a good merger target. It could also affect market conditions for a merger. Investors might be less willing to join a de-SPAC deal.
• Liquidity of Securities: They are listed on Nasdaq. But buying or selling shares and warrants might be hard. This is especially true before a merger announcement. SPAC shares often trade below their trust value ($10 IPO price). This happens if the market doubts a successful deal. Warrants can also be very volatile.
• Emerging Growth Company Status: They are an "emerging growth company" under the JOBS Act. This means fewer reporting requirements. Larger companies have more. For instance, they don't need certain auditor reports. They also have fewer executive pay disclosures. This saves them money. But investors get less detailed financial information. This is compared to a fully reporting public company. It could affect investment decisions.

6. Competitive positioning

Vendome's "competition" comes from other SPACs. Also, private equity firms and strategic buyers. They all seek attractive private companies to merge with or buy. The SPAC market has grown. More blank check companies exist. This increases competition for good targets.

Vendome's edge comes from its management team. Their experience and network help find and execute deals. The team includes Paul L. Kessler (Executive Chairman), Scott LaPorta (CEO and CFO), and Diana Derycz-Kessler (President). They bring finance, investment, and governance experience. They believe this helps them find and secure a strong merger. Their industry focus or sector relationships also give them an edge. This helps them find deals.

7. Leadership or strategy changes

No leadership or strategy changes happened this past year. The company's core strategy is firm. They aim to find, acquire, and merge with a private company. They must do this within their set timeframe. The leadership team includes Diana Derycz-Kessler (President), Scott LaPorta (CEO and CFO), and Paul L. Kessler (Executive Chairman). They are also key members of the sponsor group, Vendome Acquisition Sponsor I LLC. Their combined experience guides the merger search and execution. This includes capital markets, private equity, and operating companies.

8. Future outlook

Vendome's future depends on one thing: completing a merger with a private company. They actively seek a target business. It must meet their criteria: high growth, strong market, recurring revenue. The clock is ticking. They have until July 3, 2027, to make it happen.

If successful, the company will become the merged entity. Its future will then depend on that acquired business's performance. This transition is a "de-SPAC" process. The target company becomes public through Vendome. Shareholders will then own shares in the combined company. If they fail to merge by the deadline, they must liquidate. They will return trust money to shareholders. This is about $10.00 per share plus interest. Warrants will expire worthless. This means Vendome Acquisition Corp I ends as a public entity.

9. Market trends or regulatory changes affecting them

Beyond geopolitical risks, the SPAC market is volatile. Investor feelings about SPACs have changed. High enthusiasm turned to skepticism. This led to more redemptions and fewer successful de-SPAC deals. This volatility affects Vendome's ability to raise more funds (like through a PIPE). It also impacts how its shares and warrants trade.

Regulatory changes for SPACs are also a key trend. The SEC has increased its review of SPACs. They propose new rules. These could mean more liability for parties in SPAC deals. They could also boost disclosure requirements. And they might change how warrants are accounted for. No new regulations directly impacted Vendome this past year. But the changing rules could affect SPACs' appeal. It could also make future mergers more complex.