| Item 1. | |
| (a) | Name of issuer:
Vendome Acquisition Corp I |
| (b) | Address of issuer's principal executive offices:
1090 Center Drive, Park City, Utah, 84098 |
| Item 2. | |
| (a) | Name of person filing:
(1) Vendome Acquisition Sponsor I LLC (the "Sponsor ")
(2) Vendome Acquisition Holding I LLC ("Sponsor HoldCo") |
| (b) | Address or principal business office or, if none, residence:
(1) Sponsor: C/O Vendome Acquisition Corp I, 1090 Center Drive, Park City, UT 84098
(2) Sponsor HoldCo: C/O Vendome Acquisition Corp I, 1090 Center Drive, Park City, UT 84098 |
| (c) | Citizenship:
(1) Sponsor: Cayman Islands
(2) Sponsor HoldCo: Cayman Islands |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G9580A109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The Sponsor is the record holder of 5,750,000 Founder Shares (including 750,000 shares subject to forfeiture in the event that the underwriters' over-allotment option in connection with the Issuer's initial public offering is not exercised), which are convertible into Class A Ordinary Shares as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-286534).
The amount reflected does not include the Class A Ordinary Shares that may be issued upon the exercise of the Private Placement Warrants held by Sponsor, which are not exercisable within 60 days hereof.
Vendome Acquisition Holding I LLC ("Sponsor HoldCo") is the managing member of the Sponsor. Investment and voting decisions are made by 51% or more of the voting power held by the managing member of the Sponsor. By virtue of having a greater than 51% interest in the voting power in the Sponsor, Sponsor HoldCo may be deemed to beneficially own the referenced Founder Shares held by Sponsor HoldCo. The members of Sponsor HoldCo are Diana Derycz- Kessler, Scott LaPorta and Paul Kessler, who by virtue of their control of Sponsor HoldCo may be deemed to share beneficial ownership of the referenced Founder Shares held by the Sponsor. None of Mrs. Kessler and Messrs. LaPorta and Kessler control more than 50% of the voting power held by the members of Sponsor HoldCo. Each of Mrs. Kessler and Messrs. Scott LaPorta and Kessler disclaims beneficial ownership of the Founder Shares held by the Sponsor. |
| (b) | Percent of class:
(1) Sponsor HoldCo: 22.3%
(2) Sponsor: 22.3% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(1) Sponsor: 0
(2) Sponsor HoldCo: 0
|
| | (ii) Shared power to vote or to direct the vote:
(1) Sponsor: 5,750,000
(2) Sponsor HoldCo: 5,750,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
(1) Sponsor: 0
(2) Sponsor HoldCo: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(1) Sponsor: 5,750,000
(2) Sponsor HoldCo: 5,750,000
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)