idac-20260630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-43168
Iron Dome Acquisition I Corp.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands N/A
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
244 Fifth Avenue, Suite #1814
New York , New York 10001
10001
(Address of principal executive offices)
(Zip Code)
(410) 671-5481
(Issuer’s telephone number)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b - 2 of the Exchange Act). Yes ☒ No ☐
As of August 14, 2026, there were 15,900,000 Class A ordinary shares, $0.0001 par value and 5,300,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
Iron
Dome Acquisition I Corp.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
Page
Part
I. Financial Information
1
Item
1. Interim Financial Statements
1
Condensed
Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025
1
Unaudited
Condensed Statements of Operations for the Three and Six months ended June 30, 2026
2
Unaudited
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six months ended June 30,
2026
3
Unaudited
Condensed Statement of Cash Flows for the Six months ended June 30, 2026
4
Notes
to Unaudited Condensed Financial Statements
5
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
Item
3. Quantitative and Qualitative Disclosures About Market Risk
21
Item
4. Controls and Procedures
21
Part
II. Other Information
23
Item
1. Legal Proceedings
23
Item
1A. Risk Factors
23
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
23
Item
3. Defaults Upon Senior Securities
23
Item
4. Mine Safety Disclosures
23
Item
5. Other Information
23
Item
6. Exhibits
23
Signatures
24
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
IRON DOME ACQUISITION I CORP.
CONDENSED BALANCE SHEETS
June 30,
2026
(unaudited)
December 31,
2025
ASSETS
Current Assets:
Cash $ 767,364 $ -
Prepaid expenses 326,967 -
Total Current Assets 1,094,331 -
Cash held in Trust 158,441,771 -
Deferred offering costs - 695,255
Total Assets $ 159,536,102 $ 695,255
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accrued expenses and offering costs $ - $ 253,425
Accounts payable 8,000 -
Related party payable - 86,158
Total Current Liabilities 8,000 339,583
Accrued expenses and offering costs - non-current 549,345 -
Deferred underwriting commission 9,420,000 -
Total Liabilities 9,977,345 339,583
Commitments and contingencies (Note 6)
Class A ordinary shares, $ 0.0001 par value; 15,700,000 shares subject to possible redemption as of June 30, 2026 at $ 10.09 per share, none as of December 31, 2025
158,441,771 -
Shareholders’ Equity (Deficit):
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - -
Class A ordinary shares, $ 0.0001 par value, 200,000,000 shares authorized, 200,000 issued and outstanding as of June 30, 2026, none as of December 31, 2025 20 -
Class B ordinary shares, $ 0.0001 par value, 15,000,000 shares authorized, 5,300,000 shares issued and
outstanding (1)(2) 530 530
Additional paid-in capital - 399,470
Accumulated deficit ( 8,883,564 ) ( 44,328 )
Total Shareholders’ Equity (Deficit) ( 8,883,014 ) 355,672
Total Liabilities and Shareholders’ Equity (Deficit) $ 159,536,102 $ 695,255
(1) On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased 700,000 Units, which closed on May 20, 2026. The over-allotment option expired unexercised with respect to the remaining 1,550,000 Units on June 29, 2026, and 516,667 Class B ordinary shares held by the Sponsor were forfeited. Following such forfeiture, the Sponsor holds 5,300,000 Class B ordinary shares (see Note 6).
(2) Shares and associated amounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026, and the forfeiture of 516,667 Class B ordinary shares by the Sponsor on June 29, 2026.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
1
IRON DOME ACQUISITION I CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2026
For the
Three Months
Ended
June 30,
2026
For the
Six Months
ended
June 30,
2026
Formation and operating expenses $ 240,381 $ 240,381
TOTAL EXPENSES ( 240,381 ) ( 240,381 )
OTHER INCOME
Income earned on cash held in Trust 656,771 656,771
Change in fair value of overallotment option 212,823 212,823
TOTAL OTHER INCOME 869,594 869,594
Net income $ 629,213 $ 629,213
Weighted average of redeemable shares outstanding basic and diluted (1) 7,583,516 3,725,967
Basic and diluted net income per ordinary share $ 0.08 0.17
Weighted average of non-redeemable shares outstanding basic and diluted 5,394,505 5,347,514
Basic and diluted net (loss) per ordinary share $ ( 0.00 ) $ ( 0.00 )
(1) Shares and associated amounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026, and the forfeiture of 516,667 Class B ordinary shares by the Sponsor on June 29, 2026.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
2
IRON DOME ACQUISITION I
CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2026
Class A
Ordinary Shares
Class B
Ordinary Shares
Additional
Paid-In
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Equity (Deficit)
Balance, December 31, 2025 - $ - 5,300,000 $ 530 $ 399,470 $ ( 44,328 ) $ 355,672
Services provided by shareholder of the Sponsor - -
- - 45,000 - 45,000
Balance, March 31, 2026 - 5,300,000 530 444,470 ( 44,328 ) 400,672
Over-allotment option -
-
-
-
( 212,823 ) -
( 212,823 )
Services provided by shareholder of the Sponsor - - - - 45,000 - 45,000
IPO Advisor shares 200,000 20 - - 1,999,980 - 2,000,000
Proceeds from private placement - - - - 2,750,000 - 2,750,000
Public warrants, fair value - - - - 3,164,821 - 3,164,821
Offering costs allocated to private placement - - - - ( 283,136 ) - ( 283,136 )
Accretion of carrying value to redemption value - - - - ( 7,908,312 ) ( 9,468,449 ) ( 17,376,761 )
Net income - - - - - 629,213 629,213
Balance, June 30, 2026 200,000 $ 20 5,300,000 $ 530 $ - $ ( 8,883,564 ) $ ( 8,883,014 )
(1) On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. The over-allotment option expired unexercised with respect to the remaining 1,550,000 Units on June 29, 2026, and 516,667 Class B ordinary shares held by the Sponsor were forfeited.
(2) Shares and associated amounts have been retroactively restated to reflect the surrender for no consideration of 1,916,666 Class B ordinary shares by the Sponsor on May 7, 2026, and the forfeiture of 516,667 Class B ordinary shares by the Sponsor on June 29, 2026.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
3
IRON DOME ACQUISITION I CORP.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
Cash Flows from Operating Activities:
Net income $ 629,213
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash held in Trust ( 656,771 )
Change in fair value of overallotment option ( 212,823 )
Changes in assets/liabilities:
Prepaid expenses ( 326,966 )
Accrued expenses 305,269
Accounts payable 8,000
Net Cash Used In Operating Activities ( 254,078 )
Cash Flows from Investing Activities:
Cash deposited into Trust Account ( 157,785,000 )
Net Cash Used In Investing Activities ( 157,785,000 )
Cash Flows from Financing Activities:
Proceeds from issuance of Class A ordinary shares 157,000,000
Proceeds from issuance of private placement warrants 2,750,000
Repayment of sponsor note ( 86,158 )
Payment of offering costs ( 857,400 )
Net Cash Provided by Financing Activities 158,806,442
Net change in cash 767,364
Cash at beginning of period -
Cash at end of period $ 767,364
Supplemental Schedule of Non-Cash Financing Activities:
IPO Advisor shares $ 2,000,000
Services provided by shareholder of the Sponsor $ 90,000
Offering costs included in accrued offering costs $ 9,349
Deferred underwriting commission included in non cash Initial Public Offering costs $ 9,420,000
Accretion of carrying value to redemption value $ 17,376,761
The accompanying notes are an integral part of
these unaudited condensed financial statements.
4
IRON DOME ACQUISITION I CORP.
Notes to UNAUDITED Condensed Financial Statements
JUNE
30, 2026
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN
Iron Dome Acquisition I Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 5, 2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, however, it intends to focus its search on high potential businesses based in the United States. The Company is an early-stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from September 5, 2025 (inception) through June 30, 2026, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On May 18, 2026, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares (as defined below) included in the Units offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds to the Company of $ 150,000,000 (the “Public Proceeds”).
Simultaneously with the closing of the Initial Public Offering, the Company completed a private sale of 2,750,000 warrants (“Private Placement Warrants”) at $ 1.00 per Private Placement Warrant, to Iron Dome Acquisition I Parent LLC (the “Sponsor”) for an aggregate purchase price of $ 2,750,000 .
Transaction costs amounted to $ 12,633,304 , consisting of a $ 250,000 cash underwriting fee, $ 9,000,000 in deferred underwriting fees (including a 4,500,000 variable deferred underwriting fee and a $ 4,500,000 fixed advisory fee), $ 2,000,000 fair value of IPO Advisors’ 200,000 shares, and $ 1,383,304 of other offering costs.
On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. The closing of the issuance and sale of additional units occurred on May 20, 2026, at a price of $ 10.00 per unit and generated total gross proceeds of $ 7,000,000 . On May 20, 2026, an additional $ 7,035,000 consisting of the proceeds from the sale of the additional units and a portion of the proceeds from the private placement was placed in the Trust Account, resulting in a total of $ 157,785,000 held in the Trust Account. Transaction costs related to the exercise of the over-allotment option were $ 210,000 each for the deferred underwriting fee and fixed advisory fee.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions, if any, and Permitted Withdrawals on the interest income earned on the funds held in the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, the Company deposited $ 10.05 per Unit sold in the Initial Public Offering, including a portion of the proceeds of the sale of the Private Placement Warrants, into a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
5
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account), net of taxes payable for the Company’s franchise and income taxes (“Permitted Withdrawals”). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $ 0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value $ 0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Articles”), conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) 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 Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholder’s rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay the Permitted Withdrawals, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
6
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $ 10.05 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Going Concern Considerations
As of June 30, 2026, the Company had cash of $ 767,364 and working capital of $ 1,086,331 .
Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to provide the Company Working Capital Loans (as defined in Note 5).
Based on the foregoing, management believes that the Company will have sufficient capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the issuance date of these unaudited condensed financial statements. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
7
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (cont.)
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any future periods.
The information included in this Form 10-Q should be read in conjunction with information included in the Company’s Form 8-K filed with the SEC on May 22, 2026, the audited financial statements and notes thereto included in the Company’s Registration Statement on Form S-1, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on June 26, 2026.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
8
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2026 and December 31, 2025.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit and cash held in the trust with a financial institution, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) limit. As of June 30, 2026 and December 31, 2025, the cash held exceeded the FDIC limit by $ 517,364 and $ 0 , respectively. As of June 30, 2026 and December 31, 2025, the cash held in the trust in excess of the SIPC limit was $ 158,191,771 and $ 0 , respectively. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Deferred Offering Costs
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).”
Deferred offering costs consist of costs incurred in connection with preparation for the Initial Public Offering, which include professional and registration fees incurred. Deferred offering costs, together with the underwriting discounts and commissions, were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 695,255 , respectively.
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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.
Net Income (Loss) per Ordinary Share
Net Income (Loss) per share is computed by dividing net Income (Loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Shares and associated accounts have been retroactively restated to reflect the forfeiture of 516,667 Class B ordinary shares by the Sponsor on June 29, 2026 upon expiration of the underwriter’s over-allotment option (see Note 6). At June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted Income (Loss) per share is the same as basic Income (Loss) per share for the period presented.
For the Three Months Ended June 30, 2026
Redeemable Non- redeemable
Basic and diluted net income (loss) per ordinary share numerator:
Interest income $ 656,771 $ -
Change in fair value of overallotment option 124,360 88,463
Less: allocation of expenses ( 140,464 ) ( 99,917 )
Total $ 640,667 $ ( 11,454 )
Basic and diluted net income (loss) per ordinary share denominator:
Weighted-average shares outstanding 7,583,516 5,394,505
Basic and diluted net income (loss) per ordinary share $ 0.08 $ ( 0.00 )
10
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
For the Six Months Ended June 30, 2026
Redeemable Non- redeemable
Basic and diluted net income (loss) per ordinary share numerator:
Interest income $ 656,771 $ -
Change in fair value of overallotment option 87,394 125,429
Less: Allocation of expenses ( 98,772 ) ( 141,669 )
Total $ 645,454 $ ( 16,241 )
Basic and diluted net income (loss) per ordinary share denominator:
Weighted-average shares outstanding 3,725,967 5,347,514
Basic and diluted net income (loss) per ordinary share $ 0.17 $ ( 0.00 )
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. See Note 10.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Cash held in trust is a Level 1 asset.
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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date.
Warrant Instruments
The Company accounts for the Public Warrants issued in connection with the Initial Public Offering and the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging.” Under ASC 815-40, the Public Warrants (as defined below) and the Private Placement Warrants meet the criteria for equity treatment and as such will be recorded in shareholder’s equity. If the Public Warrants and Private Placement Warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the unaudited condensed statements of operations.
Related Parties
Parties, which can be a corporation or individual, are considered to be related if either the Company or the other party have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies the Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s condensed balance sheets.
12
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
As of June 30, 2026, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table.
Gross Proceeds – Initial Public Offering $ 150,000,000
Less: Proceeds allocated to public warrants ( 3,024,821 )
Less: Class A ordinary shares issuance costs ( 12,358,568 )
Add: Accretion of carrying value to redemption value 16,133,389
Class A ordinary shares subject to possible redemption as of May 18, 2026 150,750,000
Gross Proceeds - partial exercise of overallotment option 7,000,000
Less: Proceeds allocated to public warrants ( 140,000 )
Less: Class A ordinary shares issuance costs ( 411,601 )
Add: Accretion of carrying value to redemption value 1,243,372
Class A ordinary shares subject to possible redemption as of June 30, 2026 $ 158,441,771
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 15,700,000 Units (including 700,000 Units from the underwriter’s partial exercise of the over-allotment option) at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at a price of $ 11.50 per full share, subject to adjustment (see Note 7).
On May 19, 2026, the underwriter partially exercised the over-allotment option for 700,000 units. The closing of the issuance and sale of additional units occurred on May 20, 2026, at a price of $ 10.00 per unit and generated total gross proceeds of $ 7,000,000 . On May 20, 2026, an additional $ 7,035,000 consisting of the proceeds from the sale of the additional units and a portion of the proceeds from the private placement was placed in the Trust Account, resulting in a total of $ 157,785,000 held in the Trust Account. Transaction costs related to the exercise of the over-allotment option were $ 210,000 each for the deferred underwriting fee and fixed advisory fee.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company in a private placement sold 2,750,000 warrants (the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant (the “Private Placement”). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the sale of the Private Placement Warrants was added to the net proceeds from the Initial Public Offering (including the underwriter’s partial exercise of the over-allotment option) held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.
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NOTE 5 — RELATED PARTIES
Founder Shares
On September 26, 2025, the Sponsor received 7,666,667 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $ 25,000 to a vendor.
On January 26, 2026, the Company issued 66,666 Class B ordinary shares to the Sponsor for no consideration, based on the expectation that the Founder Shares would represent 25 % of the outstanding ordinary shares upon completion of the Initial Public Offering. On May 7, 2026, the Sponsor surrendered 1,916,666 Class B ordinary shares for no consideration. On June 29, 2026, upon expiration of the underwriter’s over-allotment option, 516,667 Class B ordinary shares held by the Sponsor were forfeited. Shares and associated accounts have been retroactively restated to reflect the issuance of 66,666 Class B ordinary shares, the surrender of 1,916,666 Class B ordinary shares, and the forfeiture of 516,667 Class B ordinary shares, resulting in 5,300,000 Class B ordinary shares issued and outstanding as of June 30, 2026 and December 31, 2025.
Up to 750,000 Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option was exercised, so that the number of Founder Shares would collectively represent 25 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased an additional 700,000 Units at the public offering price, which closed on May 20, 2026. On June 29, 2026, upon expiration of the underwriter’s over-allotment option, 516,667 Class B ordinary shares held by the Sponsor were forfeited. Following such forfeiture, the Sponsor holds 5,300,000 Class B ordinary shares
On December 2, 2025, December 10, 2025, and January 21, 2026, the Sponsor completed three separate transfers of Class B Ordinary Shares to the Company’s director nominees, transferring 200,000 Class B Ordinary Shares to each of Waldo Holdings 8 on behalf of Eyal Waldman, David DeWalt, and Paul Hodermarksy ( 600,000 Class B Ordinary Shares in the aggregate) for no cash consideration as compensation for their services to be provided as public company directors. The fair value of the shares transferred was $ 1,260,000 . The transferred shares are subject to the lock-up provisions. As such, the Company will not recognize any stock-based compensation expense until the completion of the initial Business Combination is considered probable.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell 90 % of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property; provided that, for the avoidance of doubt, 10 % of the Founder Shares shall not be subject to such restrictions.
General and Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $ 25,000 for office space, utilities and secretarial and administrative support. For the three and six months ended June 30, 2026, the Company incurred expenses related to the agreement of $ 50,000 . As of June 30, 2026, $ 50,000 is unpaid and included in accrued expenses.
Unsecured Promissory Note
The Sponsor agreed to loan the Company up to $ 300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and is due upon the earlier of January 30, 2026, the closing of the Initial Public Offering, or an earlier event of default. On May 8, 2026 the note was extended to December 31, 2026. As of June 30, 2026 and December 31, 2025, there was $ 0 and $ 86,158 , respectively, outstanding under such promissory note. The note was fully repaid in connection with the Initial Public Offering and is no longer available to the Company.
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NOTE 5 — RELATED PARTIES (cont.)
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,000,000 of the notes may be converted into Class A ordinary shares of the post-business combination entity at a price of $ 10.00 per share at the option of the Sponsor. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2026 and December 31, 2025, there was no amount outstanding under the Working Capital Loans.
Services Provided by Shareholder of the Sponsor
A shareholder of the Sponsor has provided legal services to the Company for no cost. The Company has estimated the value of the services to be $ 90,000 and $ 375,000 as of June 30, 2026 and December 31, 2025, respectively. The Company has accounted for such services in accordance with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” and Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” and recorded deferred offering costs of $ 0 and $ 375,000 and an increase to shareholders’ equity of $ 90,000 and $ 375,000 as of June 30, 2026 and December 31, 2025, respectively.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and Class A ordinary shares that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45 -day option from the date of the prospectus to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased an additional 700,000 Units at the public offering price, which closed on May 20, 2026, generating gross proceeds of $ 7,000,000 less deferred underwriting commission of $ 420,000 On June 29, 2026, the over-allotment option expired unexercised with respect to the remaining 1,550,000 Units, and 516,667 Class B ordinary shares held by the Sponsor were forfeited.
The underwriter received a fixed cash underwriting discount of $ 250,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.
The underwriter is entitled to a deferred underwriting commission of $ 4,500,000 in the aggregate (or $ 5,175,000 if the underwriter’s over-allotment option is exercised in full), payable upon completion of the Business Combination. The deferred underwriting commission is subject to adjustment based on redemptions, if any, of Class A ordinary shares. As of June 30, 2026, $ 4,710,000 is included in deferred underwriting commission.
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NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)
Additionally, the underwriter is entitled to a fixed fee of $ 4,500,000 in the aggregate (or $ 5,175,000 if the underwriter’s over-allotment option is exercised in full), for advisory fees payable upon completion of the Business Combination. As of June 30, 2026, $ 4,710,000 is included in deferred underwriting commission.
IPO Advisors
D. Boral Capital LLC (“D. Boral”) and ARC Group Securities LLC (“ARC Securities” and together with D. Boral, the “IPO Advisors”) provided consulting and advisory services to the Company in connection with the Initial Public Offering. The IPO Advisors received an aggregate of 200,000 Class A ordinary shares (fair value of $ 2,000,000 ) at the closing of the Initial Public Offering as their compensation for such services.
Service Providers Fees
Certain service providers have agreed to defer the payment of certain fees and expenses until the completion of the initial Business Combination. The amount as of June 30, 2026 was $ 549,344 .
NOTE 7 — SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.
Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, respectively, there were 200,000 and 0 Class A ordinary shares issued and outstanding, excluding 15,700,000 Class A ordinary shares subject to possible redemption.
Class B Ordinary Shares — The Company is authorized to issue 15,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 5,300,000 Class B ordinary shares issued and outstanding. On May 19, 2026, the underwriter partially exercised the over-allotment option and purchased 700,000 Units, which closed on May 20, 2026. The over-allotment option expired unexercised with respect to the remaining 1,550,000 Units on June 29, 2026, and 516,667 Class B ordinary shares held by the Sponsor were forfeited. Following such forfeiture, the Sponsor holds 5,300,000 Class B ordinary shares.
Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with the Company’s initial Business Combination, it may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the Company’s initial Business Combination.
NOTE 8 — WARRANTS
There were 10,600,000 (including 350,000 issued upon partial exercise of the over-allotment option) and 0 warrants outstanding as of June 30, 2026 and December 31, 2025, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
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NOTE 8 — WARRANTS (cont.)
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Class A ordinary share Equals or Exceeds $ 18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
● in whole and not in part;
● at a price of $ 0.01 per Public Warrant;
● upon a minimum of 30 days’ prior written notice of redemption, or the 30 -day redemption period to each warrant holder; and
● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the warrants for redemption as described in this paragraph, its management will have the option to require any holder that wishes to exercise their warrant following the notice of redemption to do so on a cashless basis. In the case of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of redemption is sent to the holders of the public warrants. If its management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case.
The Company has established the $ 18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants, each Public Warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price, as well as the $ 11.50 Public Warrant exercise price after the redemption notice is issued.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by its board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of its initial Business Combination on the date of the completion of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20 day trading period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
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NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their unaudited condensed financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets.
Formation and operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews formation and operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation and operating expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net loss are reported on the unaudited condensed statements of operations and described within their respective disclosures.
NOTE 10 — FAIR VALUE MEASUREMENTS
The fair value of the Public and Private Warrants is measured under Level 3 in the fair value hierarchy as of May 18, 2026. The fair value of Public Warrants was determined using Black-Scholes Model.
The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.
The market assumptions used to determine fair value as follows:
As of
May 18,
2026
Term 5 years
Dividends $ 0
Risk Free Rate 4.27 %
Probability of an Initial Business Combination 21.00 %
Volatility 5.00 %
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date through August 14, 2026, the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report
(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Iron Dome Acquisition
I Corp. References to our “management” or our “management team” refer to our officers and directors and references
to the “Sponsor” refer to Iron Dome Acquisition I Parent LLC. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the
notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and
involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,”
“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar
words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events
or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could
cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking
statements. For information identifying important factors that could cause actual results to differ materially from those anticipated
in the forward-looking statements, please refer to the Risk Factors section of the Company’s Registration Statement on Form S-1
filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed
on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future
events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted
company on September 5, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our initial business
combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in
any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination
with us. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “Initial
Public Offering”) and the sale of the private placement warrants (the “Private Placement”) and the proceeds of the sale
of our securities in connection with our initial business combination (pursuant to any forward purchase agreements, backstop or similar
agreements we may enter into following the consummation of the Initial Public Offering or otherwise), our shares, debt or a combination
of cash, equity and debt.
We expect to continue to
incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination
will be successful.
Results of Operations
We have neither engaged in
any operations nor generated any revenues to date. Our only activities from September 5, 2025 (inception) through June 30, 2026 were organizational
activities and those necessary to prepare for the Initial Public Offering. Following the Initial Public Offering, we will continue not
to generate any operating revenues until after completion of our initial business combination. We will continue to generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement held in the
Trust Account. There has been no significant change in our financial or trading position and no material adverse change has occurred since
the date of our audited financial statements. After the Initial Public Offering, we will continue to incur increased expenses as a result
of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three and six months ended June 30, 2026, we had a net income
of $629,213, which primarily includes $656,771 of income earned on cash held in Trust and change in fair value of overallotment option
of $212,823, partially offset by formation and operating expenses of $240,381.
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Liquidity and Capital Resources
As of June 30, 2026, we had
cash of $767,364 held outside the Trust Account and working capital of $1,086,331. Until the consummation of the Initial Public Offering,
our only sources of liquidity were an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor
and a loan from the Sponsor, of up to $300,000 under an unsecured, non-interest bearing promissory note, which was repaid on May 18, 2026.
On May 18, 2026, we consummated the Initial Public Offering of 15,000,000
Units (the “Public Units” and, with respect to the Class A ordinary shares and public warrants included in the Public Units,
the “Public Shares”, and “Public Warrants”, respectively). The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $150,000,000.
Simultaneously with the closing of the Initial Public Offering, we
completed the private sale of 2,750,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of
$1.00 per Private Placement Warrant, generating gross proceeds to the Company of $2,750,000 (the “Private Placement”). The
Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering.
On May 19, 2026, the underwriter
partially exercised the over-allotment option for 700,000 Units (the “Over-Allotment”). The closing of the issuance and sale
of the additional Units (the “Over-Allotment Option Units”) occurred on May 20, 2026. The issuance by the Company of 700,000
Over-Allotment Option Units at a price of $10.00 per unit generated total gross proceeds of $7,000,000, less deferred underwriting commission
of $420,000.
Following the closing of
the Initial Public Offering, the Private Placement and the Over-Allotment, a total of $157,785,000 was placed in the Trust Account. We
incurred $12,633,304, consisting of $250,000 cash underwriting fee, $9,000,000 deferred underwriter fee, $2,000,000 fair value of 200,000
shares of Class A ordinary shares issued to our advisors in connection with the Initial Public Offering, and $1,383,304 of other offering
costs.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall
be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination,
the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
We intend to use the funds
held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial
Business Combination.
In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working
Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest,
or, at the lender’s discretion, up to $2,000,000 of the notes may be converted into Class A ordinary shares of the post-business
combination entity at a price of $10.00 per share at the option of the Sponsor. In the event that a Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the
Trust Account would be used to repay the Working Capital Loans. As of June 30, 2026, there was no amount outstanding under the Working
Capital Loans.
For the six months ended
June 30, 2026, cash used in operating activities was $39,969, which consisted of net income of $629,213, offset by investment income on
investments held in Trust of $656,771, change in the over-allotment option of $212,823 and the net change in assets and liabilities of $200,412.
For the six months ended
June 30, 2026 cash used in investing activities was $157,785,000, which consisted of the funds deposited into the Trust.
For the six months ended
June 30, 2026 cash provided by financing activities was $158,592,333, which consisted of the proceeds from the Initial Public Offering
and private placement, partially offset by offering costs.
20
In connection with the Company’s
assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation
of Financial Statements- Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the
expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are greater than the actual amount necessary to do so, the Company may have
insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the
receipt of a portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor, the Company has sufficient funds
to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial
statements.
Off-Balance Sheet Arrangements; Commitments
and Contractual Obligations
As of June 30, 2026, we did
not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual
obligations.
The Company granted the underwriter a 45-day option from the date of
the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering
price, less underwriting discounts and commissions. On May 19, 2026, the underwriter partially exercised the over-allotment option for
700,000 Units. The closing of the Over-Allotment Option Units occurred on May 20, 2026. The issuance by the Company of 700,000 Over-Allotment
Option Units at a price of $10.00 per unit generated total gross proceeds of $7,000,000.
The underwriter was entitled
to a cash underwriting discount of $250,000, which was paid upon the closing of the Initial Public Offering.
The underwriter is entitled to a deferred underwriting commission of $4,500,000 in the aggregate (or $5,175,000
if the underwriter’s over-allotment option is exercised in full), payable upon completion of the Business Combination. The deferred
underwriting commission is subject to adjustment based on redemptions, if any, of Class A ordinary shares. As of June 30, 2026, $4,710,000
is included in deferred underwriting commission.
Additionally, the underwriter is entitled to a fixed fee of $4,500,000 in the aggregate (or $5,175,000 if the
underwriter’s over-allotment option is exercised in full), for advisory fees payable upon completion of the Business Combination.
As of June 30, 2026, $4,710,000 is included in deferred underwriting commission.
Critical Accounting Estimates
The preparation of the unaudited
condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods
reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate
of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could materially differ from those estimates. As of June 30, 2026, we had the following critical accounting estimates: fair value
of public and private warrants..
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are not required
to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Controls and Procedures
Evaluation of Disclosure
Controls and Procedures
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
21
Internal Control Over
Financial Reporting
We are not currently required
to certify an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply
with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2027. Only in the event that
we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to
comply with the independent registered public accounting firm attestation requirement.
Further, for as long as we
remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the independent registered public accounting firm attestation requirement.
As of June 30, 2026, we have
not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect
to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and,
if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective
system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy
of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal
controls that need improvement in areas such as:
●
staffing for financial, accounting and external reporting areas, including segregation of duties;
●
reconciliation of accounts;
●
proper recording of expenses and liabilities in the period to which they relate;
●
evidence of internal review and approval of accounting transactions;
●
documentation of processes, assumptions and conclusions underlying significant estimates; and
●
documentation of accounting policies and procedures.
Because it will take time,
management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory
requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting
responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively
may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management’s
report on internal controls is complete, we will retain our independent public accounting firm to audit and render an opinion on such
report when required by Section 404 of the Sarbanes-Oxley Act. The independent public accounting firm may identify additional issues concerning
a target business’s internal controls while performing their audit of internal control over financial reporting.
Changes in Internal Control over Financial
Reporting
There were no changes in
our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the
most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
22
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the three months ended
June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule
10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. In addition
to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in our Registration Statement
on Form S-1 filed with the SEC on January 30, 2026, as amended, which could materially affect our business, financial condition, or future
results. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in the
Registration Statement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On May 18, 2026, simultaneously
with the closing of the Initial Public Offering, we completed the private sale of 2,750,000 Private Placement Warrants to the Sponsor
at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $2,750,000, and we issued an aggregate of 200,000
Class A ordinary shares to the IPO Advisors as compensation for services provided in connection with the Initial Public Offering. Such
securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended,
as previously reported in our Current Report on Form 8-K filed with the SEC on May 22, 2026. Other than the foregoing, there were no unregistered
sales of equity securities during the three and six months ended June 30, 2026.
For a description of the
use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
The following exhibits are
filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed
herewith.
** These
certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
23
SIGNATURES
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Iron
Dome Acquisition I Corp.
Date:
August 14, 2026
By:
/s/
Tom Y. Livne
Name:
Tom Y. Livne
Title:
Chief Executive Officer
and Director
(Principal Executive Officer)
Date:
August 14, 2026
By:
/s/
Matthew J. Norden
Name:
Matthew J. Norden
Title:
Chief Financial Officer
and Director
(Principal Financial and
Accounting Officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.