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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):
May 14, 2026
IRON DOME ACQUISITION I CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43168 |
|
N/A |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
244 Fifth Avenue
Suite #1814
New York, New York |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (410) 671-5481
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
IDACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares included as part of the units |
|
IDAC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
IDACW |
|
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 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.
Item 1.01 Entry into a Material Definitive Agreement.
On May 14, 2026, the Registration
Statement on Form S-1 (File No. 333-293108) relating to the initial public offering (the “IPO”) of Iron Dome Acquisition I
Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission (the “Registration
Statement”). On May 18, 2026, the Company consummated the IPO of 15,000,000 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 $150,000,000 (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:
| |
● |
an Underwriting Agreement, dated May 14, 2026, between the Company and Santander US Capital Markets LLC, as representative of the several underwriters named in Schedule I thereto, which contains customary representations and warranties by the Company, conditions to closing and indemnification obligations of the Company and the underwriters; |
| |
|
|
| |
● |
a
Private Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and Iron Dome Acquisition I Parent LLC
(the “Sponsor”), pursuant to which the Sponsor purchased 2,750,000
private placement warrants, each exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50 per share,
subject to adjustment, at a price of $1.00 per warrant (the “Private Placement
Warrants” and together with the Public Warrants, the “Warrants”); |
| |
|
|
| |
● |
a Warrant Agreement, dated May 14, 2026, between the Company and Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants, certain adjustment features of the terms of exercise, provisions relating to redemption and cashless exercise of the Warrants, provision for amendments to the Warrant Agreement, and indemnification of the warrant agent by the Company under the Warrant Agreement; |
| |
|
|
| |
● |
an
Investment Management Trust Agreement, dated May 14, 2026, between the Company and Odyssey Transfer and Trust Company, as trustee
(the “Trust Agreement”), which establishes the trust account that will hold the net proceeds of the IPO and certain
of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee, the procedures
for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the Trust Agreement; |
| |
|
|
| |
● |
a Registration Rights Agreement, dated May 14, 2026, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto, which provides for customary demand and piggy-back registration rights for the Holders, as well as certain transfer restrictions applicable to the Holders with respect to the Company’s securities held by such Holders; |
| |
|
|
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● |
a Letter Agreement, dated May 14, 2026, among the Company, the Sponsor and each of the directors and officers of the Company, pursuant to which the Sponsor and each of the directors and officers of the Company have agreed to vote any founder shares and Class A Ordinary Shares held by him or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 18 months or such longer period as is approved by the Company’s shareholders; to certain transfer restrictions with respect to the Company’s securities; and, as to the Sponsor, certain indemnification obligations; |
| |
● |
an Administrative Services Agreement, dated May 14, 2026, between the Company and the Sponsor, 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 $25,000 per month until the earlier of the Company’s initial business combination or liquidation; and |
| |
|
|
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● |
Indemnity Agreements, each dated May 14, 2026, between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company. |
The above descriptions are
qualified in their entirety by reference to the full text of the applicable agreement or form thereof, 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, and 10.6, 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 2,750,000 Private Placement Warrants
at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,750,000 (the “Private Placement”).
The Private Placement Warrants, which were purchased by the Sponsor, are identical to the Public Warrants, except that they (i) may not,
subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of our initial
business combination (including the Class A ordinary shares issuable upon exercise of these warrants) and (ii) will be entitled to registration
rights. The issuance of the Private Placement Warrants was made in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2026, in
connection with the IPO, Eyal Waldman, David DeWalt and Paul Hodermarsky (the “New Directors” and, collectively with
Tom Y. Livne and Matthew J. Norden, the “Directors”) were appointed to the board of directors of the Company
(the “Board”). Effective May 14, 2026, each of Eyal Waldman, David DeWalt and Paul Hodermarsky was also appointed to
the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with David DeWalt serving
as chair of the Audit Committee, Eyal Waldman serving as the chair of the Compensation Committee, and Paul Hodermarsky serving as
the chair of the Nominating and Corporate Governance Committee.
On May 14, 2026, the Company
entered into indemnity agreements with each of the Directors and officers of the Company, pursuant to which the Company has agreed to
indemnify each officer and Director of the Company against certain claims that may arise in their roles as officers and directors of the
Company. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the indemnity agreements, a form of which is attached as Exhibit 10.6 hereto and incorporated in this Item 5.02 by
reference. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their
roles as directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May 14, 2026, 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 $150,750,000
of the net proceeds from the IPO and the Private Placement was placed in a trust account, with Odyssey Transfer and Trust Company
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company
to pay the Company’s tax obligations and up to $100,000 of interest to pay dissolution expenses as described in the
Registration Statement, 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 (i) to
modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s public shares
in connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company has not
consummated an initial business combination within 18 months from the closing of the IPO or (ii) 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 is unable to complete an initial business combination within 18 months from the closing of the IPO, subject to
applicable law.
On May 14, 2026, 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.
On May 18, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 |
|
Underwriting Agreement, dated May 14, 2026, among the Company and Santander US Capital Markets LLC, as representative of the several underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated May 14, 2026, between Odyssey Transfer and Trust Company and the Company |
| |
|
|
| 10.1 |
|
Private Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and Iron Dome Acquisition I Parent LLC |
| |
|
|
| 10.2 |
|
Investment Management Trust Account Agreement, dated May 14, 2026, between Odyssey Transfer and Trust Company and the Company |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated May 14, 2026, among the Company, the Sponsor and the other Holders (as defined therein) signatory thereto |
| |
|
|
| 10.4 |
|
Letter Agreement, dated May 14, 2026, among the Company, the Sponsor, and each of the directors and officers of the Company |
| |
|
|
| 10.5 |
|
Administrative Services Agreement, dated May 14, 2026, by and between the Company and Iron Dome Acquisition I Parent LLC |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement, dated May 14, 2026, between the Company and each of the officers and directors of the Company |
| |
|
|
| 99.1 |
|
Press Release, dated May 14, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated May 18, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 18, 2026
| |
IRON DOME ACQUISITION I CORP. |
| |
|
| |
By: |
/s/
Tom Y. Livne |
| |
Name: |
Tom Y. Livne |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Iron Dome Acquisition I Corp. Announces Pricing of $150 Million
Initial Public Offering
New York, New York, May 14, 2026 (GLOBE NEWSWIRE) -- Iron
Dome Acquisition I Corp. (the “Company”), a special purpose acquisition company, today announced the pricing of its
initial public offering of 15,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq
Global Market (“Nasdaq”) under the ticker symbol “IDACU” beginning May 15, 2026. Each unit consists of
one Class A ordinary share and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin
separate trading, the Company expects that its Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “IDAC”
and “IDACW,” respectively. The offering is expected to close on May 18, 2026, subject to customary closing conditions.
The Company was formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may
pursue an initial business combination in any business, industry, sector or geographical location, but the Company intends to focus its
search on a target business in the cybersecurity, defense tech, AI and data infrastructure industries.
Santander is acting as sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price
to cover over-allotments, if any.
The public offering is being made only by means of a prospectus. When
available, copies of the prospectus may be obtained from Santander US Capital Markets LLC, 437 Madison Avenue, New York, NY 10022, Attention:
ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.
A registration statement relating to the securities was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy these securities, 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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the proposed initial public offering, the closing of the offering, and the anticipated use
of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described,
or at all, or that the Company will ultimately complete a business combination transaction in the sector it is targeting or at all. 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 preliminary prospectus for the Company’s offering filed with the
SEC. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact
Tom Y. Livne
Iron Dome Acquisition I Corp.
Phone: (410) 671-5481
Email: tom@irondome1.com
Exhibit 99.2
Iron
Dome Acquisition I Corp. Announces Closing of $150 Million Initial Public Offering
New York, New York, May 18, 2026 (GLOBE NEWSWIRE) -- Iron Dome Acquisition I Corp. (the “Company”), a special purpose acquisition company, today announced
the closing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units began trading on the Nasdaq Global
Market (“Nasdaq”) under the ticker symbol “IDACU” on May 15, 2026. Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading,
the Company expects that its Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “IDAC” and “IDACW,’’
respectively.
The Company was formed for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses. The Company may pursue an initial business combination in any business, industry, sector or geographical location, but the
Company intends to focus its search on a target business in the cybersecurity, defense tech, AI and data infrastructure industries.
Santander acted as sole book-running manager
for the offering. The Company has granted the underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial
public offering price to cover over-allotments, if any.
The public offering was made only by means
of a prospectus. Copies of the prospectus relating to this offering may be obtained from Santander US Capital Markets LLC, 437 Madison
Avenue, New York, NY 10022, Attention: ECM Syndicate, by email at equity-syndicate@santander.us, or by telephone at 833-818-1602.
A registration statement relating to the securities
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.
Forward-Looking Statements
This press release
contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the
net proceeds from the offering and the Company’s expectations regarding its ability to complete an initial business combination. No assurance can be given that the Company will ultimately complete a business combination
transaction in the sector it is targeting, or at all. 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 for the Company’s initial public offering filed with the SEC. Copies of these documents are available
on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this press release, except as required by law.
Contact
Tom
Y. Livne
Iron Dome Acquisition I Corp.
Phone: (410) 671-5481
Email: tom@irondome1.com