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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

VENDOME ACQUISITION CORPORATION I

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (435) 714-7973

Not Applicable

(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 to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2025, the Registration Statement on Form S-1 (File No. 333-286534) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Vendome Acquisition Corporation I (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On July 3, 2025, the Company consummated the IPO of 20,000,000 units (the “Units”). Each Unit consists of one Class A Ordinary Share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively.

Item 3.02 Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 2,648,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,648,000 (the “Private Placement”). The Private Placement Warrants, which were purchased by the Sponsor, are identical to the Public Warrants, except that, they (i), subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination and (ii) will be entitled to registration rights.

Upon the closing of the IPO, on July 3, 2025, the Company issued a Working Capital Convertible Note to the Sponsor in the principal amount up to $840,000. The Working Capital Convertible Note does not bear any interest. Any principal amounts outstanding under the Working Capital Convertible Note may be converted into Class A ordinary shares at the option of the Sponsor, at a conversion price per share equal to the lower of (i) $8.00 and (ii) the volume weighted average price of the Class A ordinary shares for the 20 trading days ending on the trading day prior to the date on which the loans are converted.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 3, 2025, in connection with the IPO, Jonathan Gray, Brian Webber and Brett Wyard (the “New Directors” and, collectively with Scott LaPorta, Diana Derycz-Kessler and Paul L. Kessler, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective July 3, 2025, each of Jonathan Gray, Brian Webber and Brett Wyard was also appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

On July 3, 2025, in connection with their appointments to the Board, the Company’s each New Director respectively entered into an Indemnification Agreement and the Letter Agreement with the Company, filed as Exhibit 10.7 and 10.4 herewith, respectively.

Scott LaPorta, Diana Derycz-Kessler and Paul L. Kessler each holds a one-third ownership interest in the Sponsor. As described above, the Company (i) on July 3, 2025 issued the Sponsor the Working Capital Convertible Promissory Note pursuant to which the Sponsor agreed to loan the Company up to $840,000 and (ii) on July 1, 2025 entered into the Administrative Services Agreement pursuant to which the Sponsor has agreed to make available office space and certain administrative and support services, as may be required by the Company from time to time, for $10,000 per month until the earlier of the Company’s initial business combination or liquidation. Amounts outstanding under the Working Capital Convertible Promissory Note do not accrue interest.

Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 30, 2025, the Company’s Amended and Restated Memorandum and Articles of Association became effective. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.

Item 8.01 Other Events.

A total of $200,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders, with Odyssey Transfer and Trust Company acting as trustee. Except with respect to up to 5% of interest earned on the funds held in the trust account that may be released to the Company to fund its working capital requirements and /or to pay its franchise and income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company has not completed its initial business combination within 24 months from the closing of this offering, subject to applicable law.

On July 1, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

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: July 3, 2025

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