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Iron Dome Acquisition I Corp.

CIK: 2090441 Filed: January 30, 2026 S-1

Key Highlights

  • Experienced management team led by CEO Tom Y. Livne focused on identifying and acquiring a private company.
  • Substantial funds ($200M-$230M) secured in a trust account for acquisition or investor redemption.
  • Investor protection: Initial investment returned with interest if no acquisition within 24 months.
  • Offers a potentially faster route for a private company to go public.

Risk Factors

  • Significant risk of failure to complete an acquisition within the 24-month deadline, leading to liquidation and loss of opportunity cost.
  • Potential for significant dilution from sponsor's founder shares (25% of post-IPO shares), warrants, and underwriter shares.
  • Management team and sponsor may have conflicts of interest, incentivized to complete any business combination.
  • Redemption limitations restrict shareholders from redeeming more than 15% of shares without company permission.
  • No guarantee the acquired company will perform well as a public entity, coupled with reduced reporting requirements as an emerging growth company.

Financial Metrics

January 30, 2026
S E C Filing Date
$200,000,000
Funds for Acquisition ( Base)
$230,000,000
Funds for Acquisition ( Max with Over-allotment)
24 months
Timeframe to Complete Acquisition
$10.00
Initial Investment Return per Share ( Liquidation)
$100,000
Liquidation Expenses Limit
7,733,333
Sponsor's Founder Shares ( Class B)
$0.0032
Sponsor's Founder Shares Cost per Share
25%
Sponsor's Ownership Percentage ( Post- I P O, ex-warrants)
7,666,666
Total Warrants (if all exercised)
$11.50 per share
Warrant Exercise Price
200,000
Underwriter Shares ( Class A)
15%
Redemption Limitation Percentage
20,000,000
Offering Size ( Base Units)
3,000,000
Over-allotment Option ( Units)
$10.00
Price per Unit
1/3
Warrant Fraction per Unit
1 Class A ordinary share
Shares per Unit
12 months after IPO
Warrant Exercisability Condition ( Time)
5 years after business combination
Warrant Expiration
52 days
Time Until Units Separate

IPO Analysis

Iron Dome Acquisition I Corp. IPO: What Investors Need to Know

Considering an investment in Iron Dome Acquisition I Corp.'s Initial Public Offering (IPO)? This summary cuts through the complexity, offering a clear and concise overview to help you understand this unique investment vehicle.


1. Business Description (What the Company Does)

Iron Dome Acquisition I Corp. is a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands. It officially filed with the SEC on January 30, 2026. Unlike traditional operating companies, a SPAC has no existing products, services, or business operations. Instead, an experienced management team, led by CEO Tom Y. Livne, forms the SPAC with a single goal: to raise capital through an IPO and then use that capital to acquire and merge with an existing private company. This process effectively takes the private company public, often providing a faster route than a traditional IPO.

Investment Focus: This summary does not detail the SPAC's specific target industry or geographic focus. For investors, understanding the SPAC's stated acquisition criteria and preferred sectors (e.g., technology, healthcare, industrial) is crucial, as it indicates the type of company the management team intends to pursue.

2. Use of Proceeds (What They'll Do with IPO Money)

Iron Dome Acquisition I Corp. will primarily dedicate the funds raised from this IPO to its acquisition efforts. A substantial portion, $200,000,000 (potentially up to $230,000,000 if underwriters exercise their over-allotment option), will be securely placed into a trust account with Odyssey Transfer and Trust Company, LLC. The company can only use this money for two main purposes:

  • Funding the business combination: Paying for the acquisition of the target company.
  • Redeeming shares: Returning capital to public shareholders who choose to redeem their shares if they do not approve a proposed business combination or if the SPAC fails to find a deal.

The SPAC has 24 months from the IPO closing to complete an acquisition. If it does not acquire a suitable company within this timeframe, the SPAC will liquidate. In that scenario, investors will receive their initial investment back (typically $10.00 per share), plus any interest earned on the trust account (after taxes and up to $100,000 for liquidation expenses).

Operating Costs: The sponsor, Iron Dome Acquisition I Parent LLC, typically covers the SPAC's initial operating costs through working capital loans or direct contributions. Interest earned on the trust account primarily pays taxes, not general operating expenses.

3. Risk Factors (Key Risks Investors Should Know)

Investing in a SPAC involves unique risks that differ from traditional company investments:

  • Failure to Complete an Acquisition: The most significant risk is that the SPAC may not find a suitable target company within the 24-month deadline. If this happens, the SPAC liquidates. While you receive your initial investment back (usually $10.00 per share), you lose the opportunity cost of having your capital tied up and any potential gains.
  • Suboptimal Acquisition: Even if the SPAC completes a deal, there is no guarantee the acquired company will perform well as a public entity. Success hinges on the management team's judgment and the target company's underlying business fundamentals.
  • Significant Dilution: This is a critical consideration for SPAC investors:
    • Sponsor's Founder Shares: The sponsor, Iron Dome Acquisition I Parent LLC, acquired 7,733,333 Class B ordinary shares (founder shares) for a nominal price (approximately $0.0032 per share). These shares represent 25% of the total outstanding shares post-IPO (excluding warrants). This low cost basis means the sponsor can realize a substantial profit even if the stock price performs poorly for public investors.
    • Anti-Dilution Protection: Founder shares typically include anti-dilution protection. This means their conversion ratio can adjust if the SPAC issues additional equity at a price below the IPO price during the business combination. This mechanism aims to maintain the sponsor's significant ownership percentage, potentially at the expense of public shareholders.
    • Warrants: Each unit includes one-third of one redeemable warrant. If investors exercise all 7,666,666 warrants at $11.50 per share, they will significantly increase the total number of outstanding shares, diluting the ownership percentage of existing shareholders.
    • Underwriter Shares: Underwriters will receive 200,000 Class A ordinary shares as part of their compensation, further contributing to potential dilution.
  • Redemption Limitations: While shareholders can typically redeem their shares if they disapprove of a proposed business combination, limitations often apply. For Iron Dome Acquisition I Corp., individual shareholders (or groups acting together) cannot redeem more than 15% of the shares sold in this offering without the company's permission. This restriction prevents large-scale redemptions that could jeopardize a deal.
  • Conflicts of Interest: The management team and sponsor may face conflicts of interest. Their founder shares provide a strong incentive to complete any business combination, even if it is not optimal for public shareholders, to realize their significant paper gains.
  • Market Hype and Volatility: SPACs can experience periods of high speculation, leading to price volatility that may not reflect underlying value.
  • Reduced Reporting Requirements: As an "emerging growth company" and "smaller reporting company," Iron Dome Acquisition I Corp. benefits from reduced public reporting requirements. This means investors may have less information available compared to larger, more established public companies.

4. Financial Highlights (Revenue, Profit/Loss, Growth)

As a Special Purpose Acquisition Company (SPAC), Iron Dome Acquisition I Corp. has no operating history, revenue, or earnings prior to completing a business combination. Its financial statements primarily reflect the cash raised from the IPO, expenses related to the IPO and the search for an acquisition target, and interest earned on the trust account. Therefore, traditional financial highlights such as revenue, profit/loss, or growth metrics are not applicable at this stage.

5. Management Team (Key Executives)

The expertise and track record of the management team and sponsor are paramount for a SPAC. Investors essentially bet on their ability to identify and execute a successful acquisition.

  • Chief Executive Officer (CEO): Tom Y. Livne
  • Sponsor: Iron Dome Acquisition I Parent LLC
  • Other Key Executives: The company didn't provide much detail about other key executives in their filing.
  • Board of Directors: The company didn't provide much detail about the board of directors in their filing.

Biographies and Experience: While the CEO is named, this summary does not provide comprehensive biographical information for the full management team and board of directors. Such details, including their past experience in building, operating, and investing in companies, as well as any prior SPAC successes or failures, are typically found in the S-1 filing. This information is vital for investors to assess the team's capabilities and potential conflicts of interest. The sponsor (holders of Class B shares) also holds special voting rights, including the ability to appoint and remove directors before a business combination and to vote on changes to the company's legal domicile.

6. Competitive Landscape (Main Competitors)

Iron Dome Acquisition I Corp. does not have direct product or service competitors. Instead, it competes with:

  • Other SPACs: Numerous other SPACs actively seek attractive private companies, creating competition for high-quality acquisition targets.
  • Traditional IPOs: Private companies can choose to go public via a SPAC or through the traditional IPO process. This means Iron Dome Acquisition I Corp. must offer a compelling proposition to potential targets.

7. Offering Details (Shares, Price Range, Ticker Symbol)

  • Offering Size: The company plans to sell 20,000,000 units in this IPO, with underwriters having an option to purchase an additional 3,000,000 units (over-allotment option).
  • Price per Unit: Each unit is offered at $10.00.
  • Unit Composition: Each unit consists of:
    • One Class A ordinary share.
    • One-third of one redeemable warrant.
  • Warrant Details:
    • Each whole warrant grants the holder the right to purchase one Class A ordinary share at an exercise price of $11.50 per share.
    • Warrants become exercisable either after the business combination is completed or 12 months after the IPO, whichever is later.
    • They will expire five years after the business combination is completed.
    • The term "redeemable warrant" indicates that the company may have the right to redeem (call back) the warrants under certain conditions (e.g., if the stock price trades above a specified threshold for a sustained period). This typically aims to reduce future dilution or simplify the capital structure.
    • In total, up to 7,666,666 Class A ordinary shares could be issued if investors exercise all warrants.
  • Ticker Symbols: Upon going public, Iron Dome Acquisition I Corp. will trade on the Nasdaq Stock Market ("Nasdaq").
    • Initial Trading: Units will initially trade under the ticker symbol "IDACU".
    • Separate Trading: Approximately 52 days after the IPO, the units will separate. The Class A ordinary shares will trade under "IDAC", and the warrants will trade under "IDACW".

This summary provides a foundational understanding of Iron Dome Acquisition I Corp. As with any investment, thorough due diligence is essential. Always review the full S-1 filing and consider your personal financial goals and risk tolerance before making investment decisions.

Why This Matters

This S-1 filing for Iron Dome Acquisition I Corp. is significant because it introduces a new Special Purpose Acquisition Company (SPAC) to the market, offering investors a unique way to participate in a future private company's public debut. Unlike traditional IPOs, investors here are primarily betting on the management team, led by CEO Tom Y. Livne, to identify and successfully merge with a promising private entity within a strict 24-month timeframe. The core appeal lies in the potential for early access to a high-growth company, but it comes with distinct considerations.

A crucial aspect for investors is the $200 million (up to $230 million) held in a trust account. This fund acts as a safety net, guaranteeing the return of initial capital ($10.00 per share) plus interest if the SPAC fails to complete an acquisition within its deadline. However, investors must also weigh the substantial dilution risks, particularly from the sponsor's founder shares (25% post-IPO) and the potential exercise of warrants, which can significantly impact per-share value post-merger. Understanding these mechanics is vital for assessing the true risk-reward profile.

What Usually Happens Next

Following this S-1 filing, Iron Dome Acquisition I Corp. will undergo a period of SEC review and likely engage in a "roadshow" to gauge investor interest and secure commitments for its IPO. Investors should anticipate the final pricing of the units, which will then begin trading on Nasdaq under the ticker "IDACU." Approximately 52 days post-IPO, these units will separate, allowing Class A ordinary shares ("IDAC") and warrants ("IDACW") to trade independently.

The most critical next step for the SPAC itself is the active search for a suitable acquisition target. Investors should closely monitor news for any announcements regarding a definitive agreement for a business combination, often referred to as a "De-SPAC" transaction. This announcement will trigger a shareholder vote, where investors can either approve the merger or choose to redeem their shares for their pro-rata portion of the trust account. The success of Iron Dome Acquisition I Corp. hinges entirely on its ability to identify and execute a value-accretive merger within its 24-month window, making the target identification phase the primary focus for future developments.

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Analysis Processed

January 31, 2026 at 09:04 AM

Important Disclaimer

This AI-generated analysis is for informational purposes only and does not constitute financial or investment advice. Always consult with qualified professionals and conduct your own research before making investment decisions.