v3.26.1
S-K 1603, SPAC Sponsor; Conflicts of Interest
May 11, 2026
Spac Sponsor And Conflicts Of Interest Line Items  
Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block]

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties:

Individual(1)

 

Entity

 

Entity’s Business   

 

Affiliation

Matthew J. Norden

 

Iron Dome Acquisition I Manager LLC

 

Sponsor vehicle

 

Managing Member

   

49th Street Ventures LLC

 

Investment vehicle

 

Managing Member

____________

(1)      Each of the entities listed in this table may have competitive interests with our company with respect to the performance by each individual listed in this table of his or her obligations.

In addition, our sponsor or any of its affiliates, or any of their respective clients, may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination.

SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block]

Pursuant to a letter agreement to be entered with us, each of our initial shareholders, directors and officers will agree to restrictions on its ability to transfer, assign, or sell the founder shares and private placement warrants (and the underlying shares), as summarized in the table below.

Subject Securities

 

Expiration Date

 

Persons Subject
to Restrictions

 

Exceptions to Transfer
Restrictions

Founder Shares

 

90% of the founder shares will be subject to transfer restrictions pursuant to lock-up provisions in the letter agreement, which transfer restrictions shall remain in effect until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) subsequent to our initial business combination (A) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, commencing at least 150 days after our initial business combination (B) or the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 

Iron Dome
Acquisition I
Parent LLC,
Tom Y. Livne,
Matthew
J. Norden,
and independent director
nominees.

 

Transfers permitted (i) to any officer, director, or employee of the Company, including to a family member or affiliate of such officer, director, or employee; (ii) by private sales or transfers, in each case, made in connection with the consummation of our initial business combination at prices no greater than the price at which the securities were originally purchased; (iii) in the event of our liquidation prior to the completion of our initial business combination; (iv) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; and (v) in the event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of our initial business combination.

Subject Securities

 

Expiration Date

 

Persons Subject
to Restrictions

 

Exceptions to Transfer
Restrictions

Private Placement Warrants

 

30 days after the completion of our initial business combination.

 

Same as above

 

Same as above

Any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or warrants

 

180 days

 

Same as above

 

The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described in the immediately preceding paragraphs.