8-K
Siddhi Acquisition Corp (Cayman Islands) (SDHI)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
May 30, 2025
Date of Report (Date of earliest event reported)
Siddhi AcquisitionCorp
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-42578 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 100 Wall Street, 20th Floor<br><br> <br>New York, NY | 10005 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone
number, including area code: (347) 316-8312
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A ordinary shares, par value $0.0001 per share | SDHI | The Nasdaq Stock Market LLC |
| Rights, one right to receive one-tenth (1/10th) of one Class A ordinary share | SDHIR | The Nasdaq Stock Market LLC |
| Units, each consisting of one Class A ordinary share and one right to receive one-tenth (1/10th) of one Class A ordinary shares | SDHIU | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On May 30, 2025, Siddhi Acquisition Corp (the “Company”) announced that, on or about June 4, 2025, the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one right. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “SDHIU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “SDHI” and “SDHIR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. Copies of such filings are available for free on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01. FinancialStatements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 30, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 30, 2025
| SIDDHI ACQUISITION CORP | |
|---|---|
| By: | /s/ Sam Potter |
| Name: | Sam Potter |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Siddhi AcquisitionCorpAnnounces the Separate Trading of its Ordinary Shares and Rights, Commencing June 4, 2025
New York, New York,May 30, 2025 –Siddhi Acquisition Corp. (Nasdaq: SDHIU) (the “Company”) today announced that, commencing June 4, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units.
No fractional rights will be issued upon separation of the units and only whole rights will trade. The ordinary shares and rights that are separated will trade on The Nasdaq Global Market under the symbols “SDHI” and “SDHIR,” respectively. Those units not separated will continue to trade on The Nasdaq Global Market under the symbol “SDHIU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.
The offering of the units was made only by means of a prospectus, copies of which may be obtained from Santander US Capital Markets LLC, Attn: ECM Syndicate, 437 Madison Avenue, New York, NY 10022, or by email at equity-syndicate@santander.us. A registration statement on Form S-1 (333- 285648) relating to these securities has been filed with the United States Securities and Exchange Commission (“SEC”) and was declared effective on March 31, 2025. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Siddhi AcquisitionCorp
The Company is a blank check company incorporated in the Cayman Islands as an exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses. While the Company may pursue a business combination target in any business, industry or geographical location, it intends to concentrate its efforts in identifying high growth businesses which we believe are positioned to take advantage of major secular trends in their industry and are well-positioned for the public market
Cautionary Note Concerning Forward-LookingStatements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the registration statement, as amended by the post-effective amendment, and the prospectus filed in connection with the initial public offering with the SEC. Copies are available for free on the SEC’s website, www.sec.gov.
Contact Information
Siddhi Acquisition Corp
100 Wall Street, 20^th^ Floor
New York, NY 10005
Sam Potter
Chief Executive Officer
Email: sam@siddhiacquisition.com
Phone: (347) 316-8312