Israel Acquisitions Corp. Files 8-K with Material Agreements

TL;DR

Israel Acquisitions Corp. filed an 8-K on Jan 26, 2025, detailing material agreements and equity sales.

AI Summary

On January 26, 2025, Israel Acquisitions Corp. entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing 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 equity transactions.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Israel Acquisitions Corp (company) — Registrant
• January 26, 2025 (date) — Date of earliest event reported

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
• $200,000,000 — s are expected to receive approximately $200,000,000 (the " Gadfin Equity Value ") in aggreg
• $4,500,000 — e event Gadfin does not record at least $4,500,000 in deferred revenue by the Closing date
• $150,000,000 — date, the Gadfin Equity Value shall be $150,000,000. In addition, following the Closing an
• $12.50 — ng and subject to the occurrence of the $12.50 Share Price Milestone and/or the $15.00
• $15.00 — $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone, NewPubco shall i
• $15,000,000 — Proceeds being greater than or equal to $15,000,000 (" Minimum Cash Condition "), (b) no Tr
• $10,000,000 — in will pay to IAC a termination fee of $10,000,000. In the event the Agreement is terminat

Filing Documents

• tm254147d1_8k.htm (8-K) — 76KB
• tm254147d1_ex2-1.htm (EX-2.1) — 792KB
• tm254147d1_ex10-1.htm (EX-10.1) — 56KB
• tm254147d1_ex10-2.htm (EX-10.2) — 49KB
• tm254147d1_ex99-1.htm (EX-99.1) — 20KB
• 0001104659-25-006122.txt ( ) — 1434KB
• isrlu-20250126.xsd (EX-101.SCH) — 4KB
• isrlu-20250126_def.xml (EX-101.DEF) — 27KB
• isrlu-20250126_lab.xml (EX-101.LAB) — 36KB
• isrlu-20250126_pre.xml (EX-101.PRE) — 25KB
• tm254147d1_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement Business Combination Agreement On January 26, 2025, Israel Acquisitions Corp, a Cayman Islands exempted company (the " Company " or " IAC ") and Gadfin Ltd., a company domiciled in Israel (" Gadfin ") entered into a business combination agreement (the " Agreement "), pursuant to which, among other things, and subject to the terms and conditions contained therein (i) Gadfin 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) Gadfin will cause a company organized under the laws of the will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (" Merger Sub 2 ") to be formed, (iv) Gadfin will cause NewPubco, Merger Sub 1 and Merger Sub 2 to become a party to the Agreement by delivering a joinder to the Agreement, (v) Gadfin will effect the Share Split, (vi) NewPubco, the shareholders of Gadfin and the holders of equity awards of Gadfin will effect the Acquisition Merger (as defined herein), (vii) Merger Sub 1 will merge with and into Gadfin, with Gadfin surviving the merger as a direct wholly owned subsidiary of NewPubCo (the " Acquisition Merger "), and (viii) Merger Sub 2 will merge with and into IAC, with IAC surviving the merger as a direct wholly owned subsidiary of NewPubCo (the " IAC Merger ", and together with the Acquisition Merger, the " Mergers "). The collective transactions referenced in (i)-(viii) 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 Transactions, are summarized below. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Share Split and A

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 Rule 506(c) of Regulation D promulgated thereunder.

01

Item 7.01. Regulation FD Disclosure. On January 27, 2025, IAC and Gadfin 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 statements are predictions, projections and other statements about future events that are based on current expectations and assumptions 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 statements in this Current Report on Form 8-K, including factors which are beyond the Company's control. 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

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