Israel Acquisitions Corp Files 8-K on Material Agreement, Equity Sales

TL;DR

**ISRLU just filed an 8-K about a material agreement and equity sales, signaling big changes are likely coming.**

AI Summary

Israel Acquisitions Corp (ISRLU) filed an 8-K on January 2, 2024, to report an entry into a material definitive agreement and unregistered sales of equity securities. This filing indicates that the company is actively engaged in corporate actions, potentially related to its SPAC lifecycle, as it also mentions Regulation FD Disclosure and Financial Statements and Exhibits. For investors, this matters because it signals ongoing operational activity and potential changes in the company's capital structure or strategic direction, which could impact future share value.

Why It Matters

This filing indicates Israel Acquisitions Corp is making significant corporate moves, which could lead to a business combination or other strategic changes impacting its stock value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions are underway, which can introduce both opportunities and risks depending on the nature of the material agreement and equity sales.

Analyst Insight

Investors should monitor future filings from Israel Acquisitions Corp for specific details regarding the material definitive agreement and the nature of the unregistered equity sales, as these will provide clarity on the company's strategic direction and potential impact on share value.

Key Players & Entities

• Israel Acquisitions Corp (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of earliest event reported and filing date
• 001-41593 (other) — Commission File Number
• 87-3587394 (other) — I.R.S. Employer Identification No.
• 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas, 78738 (other) — Address of Principal Executive Offices
• (800) 508-1531 (other) — Registrant's telephone number

Forward-Looking Statements

• Israel Acquisitions Corp will announce details of the material definitive agreement. (Israel Acquisitions Corp) — high confidence, target: Q1 2024
• The unregistered sales of equity securities will be further clarified in subsequent filings. (Israel Acquisitions Corp) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share ISRL The Nasdaq Stock Mar
• $11.50 — ary share, each at an exercise price of $11.50 per share ISRLW The Nasdaq Stock Ma
• $125,000,000 — s are expected to receive approximately $125,000,000 (the " Pomvom Equity Value ") in aggreg
• $20,000,000 — Proceeds being greater than or equal to $20,000,000 (" Minimum Cash Condition "); provided,
• $5,000,000 — plus the Equity Financing is less than $5,000,000; provided, however, that if potential i
• $10,000,000 — termination a termination fee equal to $10,000,000. The foregoing description of the Agre
• $10 — ion Expenses Cap Excess divided by (ii) $10.00, to NewPubco for no consideration. T

Filing Documents

• tm241338d1_8k.htm (8-K) — 70KB
• tm241338d1_ex2-1.htm (EX-2.1) — 858KB
• tm241338d1_10-1.htm (EX-10.1) — 53KB
• tm241338d1_10-2.htm (EX-10.2) — 50KB
• tm241338d1_10-3.htm (EX-10.3) — 156KB
• tm241338d1_99-1.htm (EX-99.1) — 24KB
• tm241338d1_99-1img001.jpg (GRAPHIC) — 7KB
• 0001104659-24-000114.txt ( ) — 1699KB
• isrlu-20240102.xsd (EX-101.SCH) — 4KB
• isrlu-20240102_def.xml (EX-101.DEF) — 27KB
• isrlu-20240102_lab.xml (EX-101.LAB) — 37KB
• isrlu-20240102_pre.xml (EX-101.PRE) — 26KB
• tm241338d1_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Business Combination Agreement On January 2, 2024, Israel Acquisitions Corp, a Cayman Islands exempted company (the " Company " or " IAC ") and Pomvom Ltd., a company organized under the laws of the State of Israel (the " Pomvom ") entered into a business combination agreement (the " Agreement "), pursuant to which, among other things, and subject to the terms and conditions contained therein (i) Pomvom will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the " NewPubco ") to be formed, (ii) Pomvom will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (" Merger Sub ") to be formed, (iii) Pomvom will cause NewPubco and Merger Sub to become a party to the Agreement by delivering a joinder to the Agreement, (iv) Pomvom will effect the Share Split, (v) NewPubco, the shareholders of Pomvom and the holders of equity awards of Pomvom will effect the Equity Exchange, and (vi) Merger Sub will merge with and into IAC, with IAC surviving the merger as a direct wholly owned subsidiary of NewPubCo (the " Merger "). The collective transactions referenced in (i)-(vi) are hereinafter referred to as the " Transactions ". The terms of the Agreement, which contain customary representations and warranties, covenants, closing conditions, termination provisions, and other terms relating to the Merger, are summarized below. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Share Split and Equity Exchange Prior to the closing of the Transactions (the " Closing "), Pomvom will effect a share split under which each ordinary share of Pomvom issued and outstanding will be split into a number of ordinary shares determined by multiplying each such ordinary share of Pomvom by the Split Factor (the " Share Split "). Under the Agreement, holders of Pomvom equity interests are expected to receive appr

02

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of NewPubco that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the " Securities Act ") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01

Item 7.01. Regulation FD Disclosure. On January 2, 2024, IAC and Pomvom issued a joint press release announcing the execution of the Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the "safe harbor" provisions Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, implied and express statements regarding the timing and effects of the consummation of the Merger and the achievement of certain milestones. All statements, other than statements of historical fact included in this Current Report on Form 8-K, regarding our strategy, future operations, financial position, estimated revenues, projections, prospects, plans and objectives of management are forward-looking statements. These forward-looking statements generally are identified by the words "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "seek," "predict," "future," "project," "potential," " continue," "shall," "will," and similar expressions, although not all forward-looking statements contain these identifying words. Forward-looking and, as a result, are subject to risks and uncertainties. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties and other factors. Many factors could cause actual future events to differ materially from the forward-looking Such factors include risks and uncertainties specific to this transaction, including, but not limited to, adverse effects on the market price of the IAC ordinary shares and on the Company's results because of any failure to complete the Transactions (including, due to failure to satisfy the conditions to the closing of the Transactions); uncertainties as to the timing of the consummation of the Transactions; potential litiga

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1*

Business

Business Combination Agreement, dated as of January 2, 2024, by and among, Israel Acquisitions Corp and Pomvom Ltd. 10.1 Form of Sponsor Support Agreement 10.2 Form of Transaction Support Agreement 10.3 Form of Registration Rights and Lock-Up Agreement 99.1 Press Release, dated January 2, 2024 104 Cover Page Interactive Data File (embedded within the Inline document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). IAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ISRAEL ACQUISITIONS CORP By: /s/ Ziv Elul Name: Ziv Elul Title: Chief Executive Officer and Director Dated: January 2, 2024

View Full Filing

View this 8-K filing on SEC EDGAR