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United
States
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 2024
ISRAEL ACQUISITIONS
CORP
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41593 |
|
87-3587394 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS. Employer
Identification No.) |
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas, 75738 |
(Address of principal executive offices, including zip code) |
(800) 508-1531
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on
which registered |
Units, each consisting of one Class A ordinary share and one redeemable warrant |
|
ISRLU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
|
ISRL |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
ISRLW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02 Termination of a Material Definitive
Agreement.
Merger Agreement
As previously disclosed, 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 (“Pomvom”) entered into a business combination
agreement (as amended from time to time, the “Agreement”), pursuant to which, among other things, (i)
Pomvom would 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 would cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger
Sub”) to be formed, (iii) Pomvom would cause NewPubco and Merger Sub to become a party to the Agreement by delivering a joinder
to the Agreement, (iv) Pomvom would effect the Share Split, (v) NewPubco, the shareholders of Pomvom and the holders of equity awards
of Pomvom would effect the Equity Exchange, and (vi) Merger Sub would 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”. Capitalized terms used but not defined herein shall have the meanings ascribed thereto
in the Agreement.
On August 22, 2024, IAC and
Pomvom entered into a Mutual Termination Agreement pursuant to which the Agreement was terminated by the mutual consent of IAC and Pomvom,
effective as of August 22, 2024 in addition to IAC and Pomvom agreeing to waive any claim or demand on the part of any of the parties
against the other parties, except in relation to a violation of the Mutual Termination Agreement or a violation of the confidentiality
obligations stipulated in the Merger Agreement. There are no early termination penalties incurred by IAC or Pomvom in connection with
the termination of the Agreement.
Sponsor Support Agreement
As previously disclosed, in
connection with the execution of the Agreement, on January 2, 2024, Israel Acquisitions Sponsor LLC, a Delaware limited liability company
(the “Sponsor”), IAC and Pomvom entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”)
whereby the Sponsor, among other things, agreed to (a) vote in favor of the Agreement and the Transactions, (b) irrevocably forfeit and
surrender a number of ordinary shares of NewPubco for no consideration and (c) be bound to certain other obligations as described in the
Sponsor Support Agreement. The Sponsor Support Agreement shall terminate upon the termination of the Agreement in accordance with its
terms.
Item 8.01 Other Events.
On August 22, 2024, IAC and
Pomvom issued a joint press release announcing the termination of the Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information under Item
1.02 regarding the termination of the Agreement is incorporated into this Item 8.01 by reference.
Forward Looking Statements
This Current Report may include,
and oral statements made from time to time by representatives of IAC may include, “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other
than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions, as they relate to IAC or IAC’s management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of IAC’s management, as well
as assumptions made by, and information currently available to, IAC’s management. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of certain factors detailed in IAC’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to IAC’s or persons acting on IAC’s behalf are qualified in their
entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of IAC,
including those set forth in the Risk Factors section of IAC’s annual report on Form 10-K for the fiscal year ended December 31,
2023, filed with the SEC on March 28, 2024. IAC undertakes no obligation to update these statements for revisions or changes after the
date of this Current Report, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
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 |
|
|
Date: August 22, 2024 |
By: |
/s/ Ziv Elul |
|
|
Name: |
Ziv Elul |
|
|
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
Israel Acquisitions
Corp. and Pomvom Ltd. announce a mutual termination of the Business Combination Agreement
Tel-Aviv, Israel, August 22, 2024 -
Israel Acquisitions Corp (NASDAQ: ISRL, ISRLU, ISRLW) (“ISRL”), a publicly-traded special purpose acquisition company,
Pomvom Ltd. (TASE: PMVM) (“Pomvom”), an Israeli technology company developing and providing experiential content to
amusement parks and attractions globally, announced today that they have signed a mutual termination and release agreement (the “Termination
Agreement”) to terminate the Business Combination Agreement and additional related agreements (the “Merger Agreement”),
due to the change in global market conditions .
Pursuant to the Termination Agreement,
the parties also mutually agreed to waive any claim or demand on the part of any of the parties against the other parties, except in
relation to a violation of the Termination Agreement or a violation of the confidentiality obligations stipulated in the Merger Agreement.
Shira
Fayans Birenbaum, Pomvom’s Chairman and Izhar Shay, ISRLSPAC’s Chairman released a joint statement: “The decision
to terminate the Merger Agreement was made jointly by the companies, with the understanding that the current state of the capital markets
does not allow for the transaction to proceed at this time based on the same financial parameters that had been agreed upon originally.
Considering these factors and in order to avoid additional expenses related to the transaction for both parties, it was decided in good
spirit to terminate the transaction.”.
About
Pomvom Ltd:
Pomvom, which is traded on the Tel-Aviv
Stock Exchange (TASE: POMO; PMVM), is a technology company, which develops and provides experiential documentation solutions to the global
amusement parks and attractions market, which replace the existing operative photographic solutions. Pomvom has developed a digital platform,
which combines innovative technology for photographing and creating content, automatically in a cloud environment, the distribution and
the sale thereof to the ultimate user for the purpose of their personal use and for sharing on social networks. Pomvom provides its customers
with comprehensive media documentation services, which is done by means of the digital platform, in addition to which it provides photographic
equipment and manpower, the creation of content and media processing, printing or the distribution of pictures and the sale thereof to
visitors to amusement parks and attractions. See Pomvom's website for additional details - Pomvom - Any media. Any device. Anyone.
About
Israel Acquisitions Corp.
ISRL,
which is traded on Nasdaq (NASDAQ: ISRL, ISRLU, ISRLW), is a Cayman Islands exempted company incorporated as a blank-check company and
formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities. ISRL intends to focus on high-growth technology companies that
are domiciled in Israel, and that either carry out all or a substantial portion of their activities in Israel or have some other significant
Israeli connection. ISRL's management team is led by Chairman, Izhar Shay, Chief Executive Officer, Ziv Elul, and Chief Financial Officer,
Sharon Barzik Cohen.
Forward
Looking Statements
This press release
may include, and oral statements made from time to time by representatives of ISRL or Pomvom may include, “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other
statements other than statements of historical fact included in this press release are forward-looking statements. When used in this
press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to ISRL,
Pomvom or either management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of ISRL’s
and Pomvom’s management, as well as assumptions made by, and information currently available to, ISRL’s and Pomvom’s
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in ISRL’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to ISRL’s,
Pomvom’s or persons acting on ISRL’s or Pomvom’s behalf are qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of ISRL or Pomvom, including those set forth in the
Risk Factors section of ISRL’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March
28, 2024. ISRL undertakes no obligation to update these statements for revisions or changes after the date of this press release, except
as required by law.
Investor Contact:
Meirav Gomeh-Bauer
+972-54-476-4979
Email: Meirav@bauerg.com
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Israel Acquisitions (NASDAQ:ISRLU)
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