Israel Acquisitions Corp. Files 8-K with Material Agreements
Ticker: ISLWF · Form: 8-K · Filed: Jan 10, 2025 · CIK: 1915328
Sentiment: neutral
Topics: material-agreement, corporate-action, spac
Related Tickers: ISRLU
TL;DR
ISRLU filed an 8-K detailing material agreements and shareholder votes, signaling potential strategic moves.
AI Summary
Israel Acquisitions Corp. (ISRLU) announced on January 6, 2025, that it entered into a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and submitted matters to a vote of security holders. The filing also includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions and potential future developments for Israel Acquisitions Corp., including material agreements and shareholder votes.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and amendments, which can introduce new risks or opportunities for the company and its investors.
Key Players & Entities
- Israel Acquisitions Corp. (company) — Registrant
- ISRLU (company) — Ticker Symbol
- January 6, 2025 (date) — Earliest event reported
- January 9, 2025 (date) — Date of Report
FAQ
What is the nature of the material definitive agreement entered into by Israel Acquisitions Corp.?
The filing does not specify the details of the material definitive agreement, only that one was entered into on January 6, 2025.
What specific amendments were made to Israel Acquisitions Corp.'s articles of incorporation or bylaws?
The filing indicates amendments were made but does not provide specific details on the content of these amendments.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the specific matters are not detailed in the provided text.
What is the significance of the 'BLANK CHECKS [6770]' SIC code for Israel Acquisitions Corp.?
The SIC code 'BLANK CHECKS [6770]' suggests that Israel Acquisitions Corp. is a special purpose acquisition company (SPAC).
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 6, 2025.
Filing Stats: 1,351 words · 5 min read · ~5 pages · Grade level 14 · Accepted 2025-01-10 06:01:14
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
- $35,000 — he " Trust Account ") the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary sha
- $0.035 — nt ") the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary share of the Compa
- $73,146,251.56 — rust Account. As a result, an estimated $73,146,251.56 (approximately $11.32 per share) will b
- $11.32 — estimated $73,146,251.56 (approximately $11.32 per share) will be removed from the Tru
- $9,457,831.00 — nt to pay such holders and an estimated $9,457,831.00 will remain in the Trust Account. Follo
Filing Documents
- tm252691d1_8k.htm (8-K) — 43KB
- tm252691d1_ex3-1.htm (EX-3.1) — 289KB
- tm252691d1_ex10-1.htm (EX-10.1) — 13KB
- tm252691d1_ex3-1img001.jpg (GRAPHIC) — 4KB
- 0001104659-25-002170.txt ( ) — 640KB
- isrlu-20250106.xsd (EX-101.SCH) — 4KB
- isrlu-20250106_def.xml (EX-101.DEF) — 27KB
- isrlu-20250106_lab.xml (EX-101.LAB) — 36KB
- isrlu-20250106_pre.xml (EX-101.PRE) — 25KB
- tm252691d1_8k_htm.xml (XML) — 7KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement As approved by the shareholders of Israel Acquisitions Corp (the " Company "), by special resolution, at an extraordinary general meeting of shareholders held on January 6, 2025 (the " Meeting "), on January 6, 2025, the Company entered into an amendment (the " Trust Agreement Amendment ") to the Investment Management Trust Agreement, dated as of January 12, 2023 and amended on January 8, 2024 by Amendment No. 1, with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the " Trustee "). Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete an initial business combination from January 18, 2025 (the " Termination Date ") up to twelve (12) times, with each extension comprised of one month (each an " Extension "), from the Termination Date to January 18, 2026, by providing five days' advance notice to the Trustee prior to the applicable Extended Date (as defined below) and depositing into the trust account (the " Trust Account ") the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary share of the Company, par value $0.0001 per share and sold as part of the units in the IPO (the " Public Shares "), multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension up until January 18, 2026 (assuming an initial business combination has not occurred), in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination (the " Trust Agreement Amendment Proposal "). The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
03. Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by the Company's shareholders at the Meeting on January 6, 2025, by special resolution, the Company amended the Company's Third Amended and Restated Memorandum and Articles of Association on January 6, 2025, in its entirety, by adopting the Company's Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on December 23, 2024 (the " Extension Amendment "), reflecting the extension of the date by which the Company must consummate an initial business combination from the Termination Date up to twelve (12) times to January 18, 2026, with each Extension comprised of one month (i.e., for a period of time ending up to 36 months after the consummation of the Company's initial public offering) for a total of twelve (12) months after the Termination Date (assuming an initial business combination has not occurred) (the " Extension Amendment Proposal "). The end date of each Extension shall be referred to herein as the "Extended Date." The foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Form of Fourth Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On January 6, 2025, the Company held the Meeting. At the Meeting, the Company's shareholders approved the following proposals: (1) a proposal to approve by special resolution the Extension Amendment Proposal, (2) a proposal to approve by special resolution the Trust Agreement Amendment Proposal, and (3) a proposal to adjourn the Meeting to a later date or dates if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the " Adjournment Proposal "). The Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company's shareholders. The final voting results for each proposal are set forth below. Proposal No. 1 - Extension Amendment Proposal The Extension Amendment Proposal was approved by special resolution of the Company's shareholders, and received the following votes: FOR AGAINST ABSTAIN 8,127,701 2,403,701 0 Proposal No. 2 - Trust Agreement Amendment Proposal The Trust Agreement Amendment Proposal was approved by special resolution of the Company's shareholders, and received the following votes: FOR AGAINST ABSTAIN 8,127,701 2,403,701 0 Proposal No. 3 - Adjournment Proposal The Adjournment Proposal was approved by ordinary resolution of the Company's shareholders, and received the following votes: FOR AGAINST ABSTAIN 8,127,701 2,403,701 0
01. Other Events
Item 8.01. Other Events. In connection with the shareholders' vote at the Meeting, holders of 6,461,683 Class A ordinary shares of the Company exercised their right to redeem such shares (the " Redemption ") for a pro rata portion of the funds held in the Trust Account. As a result, an estimated $73,146,251.56 (approximately $11.32 per share) will be removed from the Trust Account to pay such holders and an estimated $9,457,831.00 will remain in the Trust Account. Following the aforementioned Redemption, the Company will have 6,352,099 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Form of Fourth Amended and Restated Memorandum and Articles of Association, adopted on January 6, 2025. 10.1 Amendment to the Investment Management Trust Agreement, dated January 6, 2025, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ISRAEL AcquisitionS Corp By: /s/ Ziv Elul Name: Ziv Elul Title: Chief Executive Officer Date: January 9, 2025