Siddhi Acquisition Corp (Cayman Islands)

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 5, 2024 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 5, 2024 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

For the three months ended June 30, 2026, we had a net income of $2,499,699, which consisted of interest earned on investments held in Trust Account of $2,680,967, partially offset by general and administrative costs of $181,268.

Current wording

For the three months ended September 30, 2026, we had net income of $2,282,063, which consisted of interest earned on investments held in Trust Account of $2,736,699, partially offset by general and administrative costs of $454,636.

Previous wording

For the three months ended June 30, 2025, we had a net loss of $5,605,852, which consisted of advisory, general and administrative costs of $8,473,343, offset by interest earned on investments held in Trust Account of $2,867,491.

Current wording

For the three months ended September 30, 2025, we had net income of $2,842,367, which consisted of interest earned on investments held in Trust Account of $2,996,664, offset by general and administrative costs of $154,297.

Previous wording

For the six months ended June 30, 2025, we had a net loss of $5,649,702, which consisted of advisory, general and administrative costs of $8,517,193, offset by interest earned on investments held in Trust Account of $2,867,491.

Current wording

For the nine months ended September 30, 2025, we had net loss of $2,807,335, which consisted of advisory fees of $8,280,000 and general and administrative costs of $391,490, partially offset by interest earned on investments held in Trust Account of $5,864,155.

Previous wording

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $277,380,000 was placed in the Trust Account. We incurred $9,056,885 of offering costs, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs.

Current wording

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $277,380,000 was placed in the Trust Account. We incurred $9,056,885 of offering costs, consisting of $250,000 of cash underwriting fee, $8,280,000 of deferred underwriting fee, and $526,885 of other offering costs.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $421,664. Net income of $4,739,167 was impacted by the interest earned on marketable securities held in Trust Account of $5,138,821 and Nasdaq entry fee over accrual of $5,000. Changes in operating assets and liabilities used $17,010 of cash from operating activities.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $562,220. Net income of $7,021,230 was impacted by the interest earned on investments held in the Trust Account of $7,875,520 and Nasdaq entry fee over accrual of $5,000. Changes in operating assets and liabilities provided $297,070 of cash for operating activities.

Previous wording

For the six months ended June 30, 2025, cash used in operating activities was $383,876. Net loss of $5,649,702 was affected by interest earned on investments held in the Trust Account of $2,867,491. Changes in operating assets and liabilities provided $8,133,317 of cash for operating activities.

Current wording

For the nine months ended September 30, 2025, cash used in operating activities was $509,070. Net loss of $2,807,335 was affected by interest earned on investments held in the Trust Account of $5,864,155. Changes in operating assets and liabilities provided $8,162,420 of cash for operating activities.

Previous wording

As of June 30, 2026, we had investments held in the Trust Account of $291,120,263 (including approximately $13,740,263 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. 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 Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.

Current wording

As of September 30, 2026, we had investments held in the Trust Account of $293,856,962 (including approximately $16,476,962 of interest income) consisting of U.S. Treasury bills. We may withdraw interest from the Trust Account to pay taxes, if any. 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 Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.

Previous wording

As of June 30, 2026, we had cash of $168,230 outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2026, we had cash of $27,674 outside the Trust Account and a working capital deficit of $215,920. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In addition, if the Company is unable to complete a Business Combination by January 2, 2027, unless extended for further three months, then the Company will cease all operations except for the purpose of liquidating. The Company cannot be assured that its plans to consummate an initial Business Combination will be successful.

Current wording

In addition, if the Company is unable to complete a Business Combination by January 2, 2027, or April 2, 2027 if the Company has executed a definitive agreement for an initial Business Combination by January 2, 2027, then the Company will cease all operations except for the purpose of liquidating. The Company cannot be assured that its plans to consummate an initial Business Combination will be successful.

Previous wording

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” Management has determined that the potential liquidity shortfall and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be required to liquidate after January 2, 2027.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” the Company’s management has determined that the potential liquidity shortfall and the mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be required to liquidate after January 2, 2027.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay a monthly technology, software, computer, systems, administrative support, secretarial services and infrastructure fee of $15,000 to Siddhi Capital Holdings, until the earlier of an initial Business Combination or liquidation of the Company. We began incurring these fees on March 31, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Current wording

Except as described below, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than advisory fee payable, deferred underwriting fee payable and an agreement to pay a monthly technology, software, computer, systems, administrative support, secretarial services and infrastructure fee of $15,000 to Siddhi Capital Holdings, until the earlier of an initial Business Combination or liquidation of the Company. We began incurring these fees on March 31, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

Previous wording

The underwriter was entitled to a cash underwriting fee of $250,000 which was paid to Santander US Capital Markets LLC (“Santander”) upon the closing of the Initial Public Offering.

Current wording

The underwriter was entitled to a cash underwriting fee of $250,000 which was paid to Santander US Capital Markets LLC (“Santander”) upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred underwriting discount of $8,280,000, and Santander is entitled to an advisory fee of $8,280,000, each of which will become payable solely in the event the Company completes its initial Business Combination.

Previous wording

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Current wording

We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our unaudited condensed balance sheets.

Previous wording

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Current wording

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which if currently adopted, would have a material effect on our unaudited condensed financial statements.