Business Description

We are a blank check company incorporated in the Cayman Islands on January 28, 2025, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company has not commenced any operations nor generated any revenues to date. All activity for the period from January 28, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering described below, and since the initial public offering to its search for an initial business combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. 5 Table of Contents Our sponsor is Vendome Acquisition Sponsor I LLC, a Cayman Islands limited liability company. On February 21, 2025, our sponsor entered into a subscription agreement with us to purchase 9,857,143 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 25, 2025, our sponsor surrendered 5,544,643 founder shares for no consideration. On May 25, 2025, we issued to our Sponsor, for no consideration, an aggregate of 1,437,500 founder shares. 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. Accordingly, the sponsor’s initial investment in us of $25,000 resulted in an effective purchase price of $0.005 per share for the 5,000,000 founder shares the sponsor has purchased. On July 3, 2025, we consummated the initial public offering of 20,000,000 Units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units, the “Public Shares”, and “Public Warrants”, respectively). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the initial public offering, we completed the private sale of 2,648,000 warrants (the “Private Placement Warrants”) to the sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $2,648,000 (the “Private Placement”). The Private Placement Warrants are identical to the Public Warrants sold in the initial public offering. Following the closing of the initial public offering and the Private Placement, a total of $200,000,000 was placed in the Trust Account. We incurred $2,105,782 of transaction costs, consisting of $1,000,000 of cash underwriting fee and $1,105,782 of other offering costs. Following the initial public offering and the sale of the Private Placement Warrants, a total of $200,000,000 was placed in a trust account (“Trust Account”) located in the United States, with Odyssey Transfer and Trust Company acting as trustee, and has been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination. To the extent that our capital share or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Market Opportunity and Business Strategy Our objectives are to generate attractive returns for shareholders and enhance value through (1) completing an initial business combination with a high-quality merger target at an attractive valuation with favorable terms for our shareholders and (2) enhancing operational performance through our team’s experience and by leveraging our expertise and the expertise of our network in the private equity space.…