Vendome Acquisition Corp I-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-42722Vendome Acquisition Corporation I (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1090 Center DrivePark City, UT 84098(Address of principal executive offices and zip code) Registrant’s telephone number, including area code : 435-714-7373 Securities registered pursuant to Section 12(b) of the Act: Units, each consisting of one Class A ordinary share, par value$0.0001 per share, and one-half of one redeemable warrantClass A ordinary shares, par value $0.0001 per share, included aspart of the unitsWarrants included as part of the units, each whole warrantexercisable for one Class A ordinary share at an exercise price of$11.50 Securities registered pursuant to Section 12 (g) of the Act:None Indicate by check mark if the Registrant is a well - known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes - Oxley Act (15 U.S.C. 7262 (b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b - 2 of the Exchange Act). YES☒NO☐ The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may bedeemed affiliates of the Registrant, at December 31, 2025, was $200,600,000. As of March 18, 2026, 20,000,000 Class A ordinary shares, $0.0001 par value and 5,000,000 Class B ordinary shares, $0.0001 parvalue, were issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I4Item 1.Business.5Item 1A.Risk Factors.12Item 1B.Unresolved Staff Comments.56Item 2.Properties.56Item 3.Legal Proceedings.56Item 4.Mine Safety Disclosures.56PART II57Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.57ITEM 6.[RESERVED]58Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures about Market Risk63Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63Item 9A.Controls and Procedures.63Item 9B.Other Information.63Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.63PART III64Item 10.Directors, Executi