0001213900-26-054599
SEC filingIron Dome Acquisition I Corp. is a blank check company formed to effect a merger or business combination with Israeli technology firms in cybersecurity, defense tech, AI, and data infrastructure. This S-1/A registers a $150 million IPO of 15 million units to fund the trust account for a future de-SPAC transaction.
Iron Dome Acquisition I Corp. is a Cayman SPAC targeting Israeli technology companies in high-growth sectors like cybersecurity, defense tech, AI, and data infrastructure, with a minimum enterprise value of $600 million. Led by serial entrepreneur Tom Livne (scaled Verbit to $2B valuation) and former 2U CFO Matthew Norden, the team leverages deep Israeli ecosystem ties to source category-defining firms facing U.S. IPO barriers due to sub-scale revenue despite strong unit economics. This $150M IPO (15M units at $10) funds a trust account holding $150.75M at $10.05/unit, providing dry powder for a de-SPAC within 18 months or shareholder-approved extension.
Sponsor Iron Dome Acquisition I Parent LLC holds 5.82M founder shares bought for $25K (~$0.0043/share), representing 25% post-IPO ownership with anti-dilution protection ensuring pro-rata stake even if additional shares are issued post-closing. This creates extreme dilution (99% at IPO) and aligns sponsor incentives for deal completion, as founder shares convert 1:1 (or more) only upon business combination. Sponsor also buys 2.75M private warrants at $1 each (exercisable at $11.50/share), non-redeemable and cashless-exercisable. IPO advisors D. Boral and ARC receive 200K shares as compensation, subject to 180-day FINRA lock-up.
Proceeds overwhelmingly fund the trust (100.5% of offering size), with $1.14M outside for operations, due diligence, and $25K/month sponsor admin fee. High redemption risk looms: public holders can redeem at trust NAV ($10.05) regardless of vote, potentially leaving insufficient cash for deal if target requires minimum proceeds. 15% redemption cap per shareholder/group if shareholder vote used, but tender offers have no such limit.
Key risks include sponsor/management conflicts (other SPAC involvements, fiduciary duties), no target identified, and Israeli focus amid geopolitical tensions. Founder shares' nominal cost guarantees sponsor ~$50M+ profit at $10/share post-conversion, even if public suffers losses. Anti-dilution could exacerbate public dilution if PIPEs/other issuances occur. No revenue/assets yet; going concern warning flags $340K deficit.
Post-merger, expect public-ready Israeli tech with durable economics, but execution hinges on management's sourcing edge and market tolerance for SPAC structures amid recent poor performance.