Israel Acquisitions Corp Files 8-K for Material Agreement

TL;DR

ISRL filed an 8-K on 10/10/25 for a material definitive agreement.

AI Summary

On October 10, 2025, Israel Acquisitions Corp entered into a material definitive agreement. The company, incorporated in the Cayman Islands with its principal executive offices in Bee Cave, Texas, filed this 8-K report detailing the agreement.

Why It Matters

This filing indicates a significant development for Israel Acquisitions Corp, likely related to its business operations or strategic direction, which could impact its future performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the nature of this agreement is not yet detailed in the provided text.

Key Numbers

• 001-41593 — SEC File Number (Identifies the company's filing with the SEC)
• 87-3587394 — EIN (Employer Identification Number)

Key Players & Entities

• Israel Acquisitions Corp (company) — Registrant
• October 10, 2025 (date) — Date of earliest event reported
• Cayman Islands (jurisdiction) — State or other jurisdiction of incorporation
• Bee Cave, Texas (location) — Address of Principal Executive Offices

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
• $500,000 — s, BTIG will receive an advisory fee of $500,000 in cash (payable from the trust account
• $10.00 — ordinary shares of NewPubco, valued at $10.00 per share, upon consummation of the Bus

Filing Documents

• tm2519879d1_8k.htm (8-K) — 48KB
• tm2528917d1_ex10-1.htm (EX-10.1) — 21KB
• tm2528917d1_ex10-2.htm (EX-10.2) — 64KB
• tm2528917d1_ex10-2img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-100143.txt ( ) — 377KB
• isrl-20251010.xsd (EX-101.SCH) — 4KB
• isrl-20251010_def.xml (EX-101.DEF) — 27KB
• isrl-20251010_lab.xml (EX-101.LAB) — 36KB
• isrl-20251010_pre.xml (EX-101.PRE) — 25KB
• tm2519879d1_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 14, 2025, Israel Acquisitions Corp, a Cayman Islands exempted company (the "Company" or "ISRL") entered into a Letter Agreement (the "Letter Agreement") with Gadfin Ltd., a company domiciled in Israel ("Gadfin"), pursuant to which (i) Gadfin consented to ISRL entering into an advisory agreement (the "Advisory Agreement") by and among ISRL, Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the "Sponsor") and BTIG, LLC ("BTIG"), under which BTIG will serve as capital markets advisor and waive its right to the deferred underwriting commission (the "Deferred Underwriting Commission") pursuant to the underwriting agreement between BTIG and ISRL dated January 12, 2023 (filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on January 19, 2023) in exchange for the Advisory Fee (as defined below) upon closing of the business combination with Gadfin (the "Business Combination"), (ii) Gadfin agreed that the Advisory Agreement satisfied the requirement under the business combination agreement between Gadfin and ISRL, dated January 26, 2025, as amended (the "BCA", and the transaction contemplated thereby, the "Transactions") (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 27, 2025) pursuant to which Gadfin had the right to terminate the BCA if ISRL did not receive a waiver of the Deferred Underwriting Commission within thirty (30) days of July 2, 2025, and waived its related termination right under the BCA, (iii) the Sponsor agreed to forfeit an additional number of ordinary shares of ISRL equal to the number of ordinary shares to be issued to BTIG under the Advisory Agreement and (iv) Gadfin and ISRL agreed that prior to closing Gadfin Regev Holdings Ltd., a company domiciled in Israel ("NewPubco") shall arrange a Public Offering of Securities Insurance policy to cover any indemnification claims brought by BTIG ag

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 of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. ISRL and Gadfin have based these forward-looking statements on each of its current expectations and projections about future events. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and operational metrics and the likelihood and ability of the parties to successfully consummate the Transactions. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Gadfin's and ISRL's respective management teams and are not predictions of actual performance. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may materially differ from assumptions. Many actual events and circumstances are beyond the control of ISRL and Gadfin. These forward-looking

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Letter Agreement, dated as of October 14, 2025, by and among, ISRL, the Sponsor, and Gadfin Ltd. 10.2 Advisory Agreement, dated as of October 14, 2025, by and among ISRL, the Sponsor, and BTIG. 104 Cover Page Interactive Data File (embedded within the Inline document)

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: October 16, 2025

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View this 8-K filing on SEC EDGAR