Siddhi Acquisition Corp (Cayman Islands)

This filing establishes the trust account size, per-share redemption value, the deadline for completing a business combination, and the sponsor's lock-up and forfeiture terms. It confirms that the sponsor's 6,900,000 founder shares will not be forfeited because the over-allotment was exercised in full. The sponsor and insiders are locked up on founder shares until one year after a deal (or $12.00 price trigger) and on private placement units for 30 days after a deal. The administrative services agreement provides up to $15,000/month to the sponsor. No target has been selected. The trust proceeds are to be invested only in U.S. Treasury bills with ≤185-day maturity or money market funds investing solely in direct U.S. government obligations.

Attested by the self-reported disclosure of Reporting Person Brian D. Finn, the document records an open-market acquisition of 338,000 shares executed on 2025-04-02, raising Finn’s stated position to 7,238,000 shares. The filer identifies Finn as a director, 10% owner, and Chairman of the Board of Directors. Because the transaction occurred in the secondary market, it does not dilute public shareholders, does not alter redemption entitlements, and does not trigger any automatic deal-progression or trust-distribution mechanisms. The document contains no substantiated claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, which aligns with the stated SEARCHING status. For investors tracking sponsor alignment and secondary-market liquidity while the blank-check vehicle searches for a target, the disclosed accumulation provides a transparent marker of executive capital deployment at prevailing public prices.

For investors monitoring sponsor conduct and insider exposure during a SEARCHING period, an unpopulated Form 3 indicates that at least one board member has not yet disclosed personal equity accumulation or derivative grants as of the April 1, 2025 filing date. The SEC submission attributes this null position solely to the director, signaling either standard deferred reporting timing or a deliberate absence of traded shares at this stage. While the lack of reported insider capital does not mechanically affect shareholder redemption rights or the reserve balance, it temporarily limits visible management skin-in-the-game ahead of any announced business combination. The filing offers no information regarding target selection, negotiation status, partnership announcements, revenue projections, technology roadmaps, personnel changes, or litigation, leaving all material commercial and strategic variables open for future disclosures.

The $10.05 per-unit trust balance includes $7,200,000 in deferred underwriting commissions and a 3.00% advisory fee, reducing net deployable capital relative to gross inflows. The sponsor’s $25,000 outlay for approximately 6,900,000 Class B ordinary shares before forfeiture creates immediate implied dilution, while the simultaneous $3,200,000 private placement commitment aligns insider incentives with completing a transaction before the 21-month expiration, as both founder shares and private units expire worthless upon liquidation.

FIRST, scaling the registered capital raise by up to 20% directly impacts the pre-combination public float, post-redeemable enterprise value, and relative sponsor-to-public ownership ratios that dictate future de-SPAC negotiation leverage. THEN, because this operates as a Rule 462(b) automatic effectiveness amendment rather than a full prospectus superseding, all foundational IPO covenants remain intact until separately disclosed. FINALLY, the filing contains no commercial, operational, or strategic disclosures: it makes zero claims about end customers, historical or projected revenue, addressable market size, proprietary technology, vendor partnerships, active litigation matters, or executive turnover, serving exclusively as a securities registration sizing tool executed by the named officers and retained counsel.

This filing completes the exhibits for SDHI's IPO, providing full disclosure of all material agreements, trust mechanics, and sponsor economics. The 24-month deadline and $199.75 million initial trust establish the redemption and deadline framework. The founder share structure and potential forfeiture mechanism affect post-IPO economics. All standard SPAC governance documents are now public.

This filing establishes the SPAC's structure, trust value, redemption mechanics, and sponsor incentives. Investors can evaluate the terms of the IPO, including the dilution from founder shares, the deadline for a deal, and the conditions for redemption. It also provides background on the management team and their prior SPAC experience (Rotor Acquisition Corp, Tuscan Holdings Corp). The filing is material as it is the first public disclosure of the offering terms.

The filing confirms the trust fund remains undisturbed while the Registration Statement cycles through SEC review, meaning no emergency extensions or early liquidation triggers have occurred since the Company's SEARCHING status began. By clarifying the sponsor's founder share acquisition cost and certifying warrant settlement neutrality, the Company eliminates valuation ambiguity that could otherwise shift net tangible book value or reduce per-share cash recoveries upon a business combination close. Additionally, relocating prospectus summary disclosures previously scattered across pages 36, 64, 123, and 124 to page 8 streamlines material fact access, potentially accelerating shareholder due diligence before a special meeting. Ongoing Staff correspondence indicates target selection, merger negotiation, and final pricing terms remain pending, so the trust balance continues accruing interest for public unit holders until an amendment to the proxy solicitation or a formal tender offer is declared effective.

The filing establishes the precise IPO economics and governance framework that will dictate the redemption calendar, trust preservation mechanics, and de-SPAC execution path. The $10.05 per-share trust funding and strict 24-month deadline anchor the timeframe for potential early liquidations or extension votes, directly shaping public shareholder exit windows.

As a pre-combination IPO prospectus, this filing permanently codifies the mechanical framework that will govern investor exit timelines, trust liquidation values, and sponsor agency incentives before any target is identified. The $10.05 per-unit trust allocation establishes the pro rata redemption floor, while the 24-to-36 month deadline creates time-pressure dynamics that align with the sponsor’s financial exposure.

Investors monitoring the 2027-01-02 deadline can now benchmark extension mechanics and sponsor downside exposure, which will directly shape voting or redemption calculus. Management asserts that because the Cayman Islands entity has not expressed an intent to domesticate to the United States, the stock buyback excise tax codified in the Inflation Reduction Act will not attach; the Company defended this position by omitting the requested risk factor entirely, a claim that rests exclusively on corporate representation regarding tax jurisdiction and domestication strategy. The Company also maintains that the warrant agreement contains no holder-dependent settlement variables and that private warrant terms mirror public warrant terms for ASC 815-40 equity classification purposes, effectively shielding itself from differential treatment litigation. Historical track record updates for Palladyne AI Corp and Microvast Holdings, Inc.—linked to prior management tenures—now require disclosure of past extension durations and public redemption percentages, supplying investors with empirical data on sponsor execution discipline. Revised fiduciary duty language and corporate opportunity waivers clarify how officers and directors may route acquisition targets across affiliated vehicles while invoking Cayman Islands law, altering the risk profile for potential special committee oversight.

Per SEC staff review, the revised filing must supply investors with concrete data on executive accountability, requiring Siddhi to disclose exact past extension counts, redemption tiers, and recent trading prices for management’s prior vehicles, Rotor Acquisition Corp. (identified as Palladyne AI Corp.) and Tuscan Holdings Corp. (identified as Microvast Holdings, Inc.) [Comment 7]. Staff directed the addition of risk disclosures explaining how the stock buyback excise tax enacted in August 2022 could deplete trust balances or financially penalize non-redeeming public shareholders [Comment 17].

The prospectus discloses no target has been selected and no substantive discussions have been initiated, leaving investors exposed to the full timeline risk and potential liquidation. Management attributes the nominal founder share purchase price to dividing contributed cash by shares issued, but the filing explicitly warns this structure creates a direct financial incentive for executives to complete a transaction even if it subsequently declines in value or proves unprofitable for public shareholders. The team, led by Chairman Brian D.

What changed: A Schedule 13G/A amended beneficial ownership report, functioning as a routine SEC compliance exhibit filed to update public records of institutional equity stakes. This filing identifies seven affiliated entities—Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP—as co-reporters. Regarding mechanics: the excerpt discloses no updates to redemption calendars, trust account valuation or maintenance, extension voting procedures, merger negotiation progress, or sponsor conduct. Regarding substance: the text contains zero claims about customer relationships, revenue generation, addressable market size, corporate strategy, proprietary technology, partnership frameworks, active litigation, or key personnel appointments. All disclosures in this snippet originate solely from the listed Sculptor Capital vehicles themselves. Why it matters: For investors tracking whether to redeem, support an extension, or wait for a de-SPAC announcement, this excerpt delivers no operational, financial, or governance catalysts. Routine 13G/A amendments typically reflect quarterly portfolio reconciliation or internal fund structuring rather than transaction-driven activity. Because the provided text omits the mandatory ownership tables, voting/disposition allocations, investment purpose declarations, and any quantified change-in-stake metrics, it does not alter redemption math, affect the trust floor, or shift the 2027-01-02 search deadline. Shareholders should await subsequent filings containing actual share counts, percentage thresholds, or explicit statements of intent regarding a proposed business combination.

What changed: Quarterly Report (Form 10-Q) for the period ended September 30, 2025, filed by Siddhi Acquisition Corp, a blank-check company in searching stage. Trust account value per share increased to $10.26 from IPO price of $10.00 due to interest income; cash outside trust is $759,129; no business combination target identified or announced; no extension of the 21-month deadline (through January 2027) has been pursued; advisory fee and deferred underwriting fee of $8,280,000 each remain payable only upon consummation of a deal. Why it matters: Provides updated trust value per share for redemption calculations, confirms the company is still searching with no deal progress, and highlights the cash burn rate and outstanding liabilities that will affect future working capital.

What changed: This document is a Joint Filing Statement (Exhibit I) attached to a Schedule 13G beneficial ownership report, formally acknowledging that three affiliated First Trust entities—First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC—will file all future amendments collectively under SEC Rule 13d-1(k). As a procedural appendix, it reports zero changes to redemption deadlines, trust value per share, extension options, target acquisition status, or sponsor conduct. The signatory, Chief Operating Officer Chad Eisenberg, acknowledges shared administrative responsibility for completeness and accuracy across the three filing entities but cites no adjustments to SDHI’s capital structure, public listing mechanics, or cash preservation parameters. Why it matters: For investors tracking redemption windows, trust NAV, extension votes, or sponsor alignment, this exhibit provides no operational intelligence. It confirms regulatory reporting coordination among First Trust affiliates but deliberately excludes aggregate share counts, percentage ownership, holding periods, or investor voting intent. Any substantive disclosure regarding holder concentration, liquidation threat, or strategic influence would reside exclusively in the parent Schedule 13G body, which this appendix references but does not replicate.

What changed: Routine compliance exhibit: Schedule 13G/A amendment reporting amended beneficial ownership disclosures. The filing identifies Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP as the reporting group. The excerpt contains no share quantities, price points, or explicit change metrics, indicating a standard regulatory update rather than a disclosure of a new block acquisition or disposition. Why it matters: This document does not reference redemption calendar mechanics, trust account value calculations, extension procedures, business combination timelines, or sponsor behavior. It makes no claims regarding prospective targets, customer relationships, revenue projections, market capitalizations, technological capabilities, commercial partnerships, pending litigation, or leadership appointments. As a baseline ownership filing, it carries no immediate signaling weight for public shareholders awaiting a de-SPAC transaction.

What changed: A routine Schedule 13G beneficial ownership compliance exhibit filed by Aristeia Capital, L.L.C. Aristeia Capital, L.L.C. submitted this filing to disclose its aggregate beneficial ownership position in SDHI common stock. The provided excerpt lists no share quantities, acquisition dates, cost basis, or ownership percentages, and therefore reflects no observable shift in voting control, trust reserve mechanics, redemption price floors, extension vote thresholds, or sponsor governance provisions. Why it matters: Aristeia Capital, L.L.C. did not attach any operating disclosures to this submission, so the document contains zero claims regarding target customers, contracted revenue, total addressable market sizing, post-merger corporate strategy, proprietary technology, commercial partnerships, pending or threatened litigation, or executive succession plans. Without quantified equity movements or contractual side letters, the filing provides no immediate leverage for evaluating the trust distribution mechanics, shareholder redemption calculus, or deadline management relative to SPAC operations.

What changed: A Joint Filing Statement pursuant to Rule 13d-1(k)(1), attached as an exhibit to an amended Schedule 13G beneficial ownership report. According to the joint filing statement, no amendments to beneficial ownership percentages, redemption deadlines, trust account values, extension timelines, business combination progress, or sponsor conduct are reported. The document functions solely as an administrative consent allowing Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to jointly submit the underlying Schedule 13G/A under the Securities Exchange Act of 1934. Why it matters: Based on the filing text, the three named parties have agreed to consolidate their 13G reporting into a single submission, indicating coordinated ownership or common managerial control. For investors tracking blockholder concentration, sponsor conduct, and aggregate redemption pressure, this aggregation affects how voting power and potential shareholder behavior should be measured against SDHI’s 2027-01-02 search deadline and $10.55 per-share trust balance. Because the principal Schedule 13G/A body containing ownership percentages, amendment reasons, or investment purpose statements is not included, investors cannot yet determine whether this filing reflects a new position, a routine periodic update, or a shift in intent.

What changed: This filing is a routine compliance exhibit—a Schedule 13G joint filing agreement regarding beneficial ownership of Siddhi Acquisition Corp. shares, dated June 30, 2025. No elements bearing on redemption deadlines, trust mechanics, extensions, or deal progress altered. The filing merely confirms that Magnetar-affiliated holders (Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman) updated their SEC disclosure to reflect their position as of June 30, 2025, with no amendments to voting power, sole/shared voting investment power, or disposal agreements noted. Why it matters: Beyond standard execution blocks attributing signing authority to Hayley Stein as Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC, the document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel movements. For investors tracking the stated SEARCHING status and January 2, 2027 deadline, this confirms continued passive institutional alignment without triggering redemption windows, signaling sponsor displacement, or indicating imminent de-spacings. The filing contains no monetary figures or percentage thresholds requiring calculation.

What changed: Quarterly Report (Form 10-Q) for the quarterly period ended June 30, 2025, filed by Siddhi Acquisition Corp, a blank-check company still searching for a business combination target. This is the first 10-Q since the IPO closed on April 2, 2025. Key items: (a) Trust account held $280,247,491 as of June 30, 2025, or approximately $10.15 per public share, up from the IPO deposit of $10.05 per unit due to $2,867,491 interest earned. (b) No business combination target has been identified; no substantive discussions with any target have occurred. (c) Deadline remains 21 months from IPO closing (January 2, 2027), or 24 months if a definitive agreement is signed within 21 months. (d) Sponsor promissory note of up to $300,000 has been fully repaid; no working capital loans outstanding. (e) Company incurred $8,280,000 in advisory fees (3% of gross proceeds) and $8,280,000 in deferred underwriting fees, both recorded as liabilities. (f) Net loss of $5,649,702 for the six months ended June 30, 2025, primarily driven by the advisory fee accrual. Why it matters: Provides the first post-IPO financial snapshot: trust value per share ($10.15), deadline schedule, and confirmation that the SPAC has not yet initiated any substantive deal discussions. The large advisory fee accrual ($8.28M) and deferred underwriting ($8.28M) will significantly impact the trust if a deal closes. No sponsor red flags; standard early-stage conduct.

What changed: Schedule 13G beneficial ownership report. Per the filing excerpt, Bank of Montreal, BANK OF MONTREAL HOLDING INC., and BMO NESBITT BURNS INC. are identified as reporting entities. The document discloses zero changes to the redemption deadline, zero provisions altering the trust value, no extension amendments, no update on business combination progress, and no remarks on sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are made in this excerpt. The only figures present are the SEC accession number 0001085146-25-004403 and the filing date 2025-07-31. Why it matters: Institutional Schedule 13G filings primarily serve as regulatory transparency mechanisms for ownership concentrations. For a SPAC in the SEARCHING phase, standard reporting by bank affiliates typically reflects custodial or trading desk positioning rather than strategic intent. Because the excerpt contains no operational data, timeline adjustments, or governance commentary, it does not alter investor calculations around existing redemption parameters or capital balances. Materiality depends on subsequent amendments disclosing aggregate percentage ownership or transaction-related mandates, none of which appear here.

What changed: A routine compliance 8-K current report filed to announce administrative changes to the listing and trading mechanics of the company’s publicly traded securities, accompanied by a press release. Per a press release issued by Siddhi Acquisition Corp on May 30, 2025, the company announced that commencing June 4, 2025, holders of its IPO units may elect to separately trade the underlying Class A ordinary shares and rights. Each unit consists of one Class A ordinary share and one right to receive one-tenth (1/10th) of one Class A ordinary share. The company specified that no fractional rights will be issued upon separation and only whole rights will trade. Holders must direct their brokers to contact Continental Stock Transfer & Trust Company to effect the split. Separated shares will trade under symbols SDHI and SDHIR, while combined units retain symbol SDHIU. The filing notes the Class A ordinary shares carry a par value of $0.0001 per share and references a registration statement on Form S-1 declared effective on March 31, 2025. Why it matters: This filing updates the pre-combination trading infrastructure for public shareholders ahead of the SPAC’s business combination timeline. Separate trading typically occurs before proxy distribution and redemption voting, providing liquidity options for individual security components. The document contains no adjustments to redemption procedures, trust account allocations, extension votes, or target deal progress. According to the company's press release, Siddhi Acquisition Corp plans to concentrate its efforts identifying high-growth businesses positioned for public markets and major secular trends, with Sam Potter named as Chief Executive Officer. Because the filing exclusively addresses ticker symbols, transfer agent instructions, and unit composition, it does not alter existing redemption calendars, trust valuations, or merger deadlines. Investors should monitor subsequent filings for target announcements or redemption notices.