ISRLW Israel Acquisitions Corporation

 

 

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): October 16, 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)		(I.R.S. Employer Identification No.)

 

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas		78738
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (800) 508-1531

 

N/A

(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 communications pursuant to Rule 425 under the Securities Act

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 7.01. Regulation FD Disclosure.

 

On October 16, 2024, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into a non-binding letter of intent (the “LOI”) with Gadfin Aero-Logistics Systems, a company domiciled in Israel, regarding the potential consummation of a business combination agreement. Additionally, on October 16, 2024, the Company issued a press release announcing entry into the LOI, a copy of which is attached hereto as Exhibit 99.1.

 

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. 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated October 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline document)

 

 

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, 2024

 

 

 

Exhibit 99.1

 

 

Israel Acquisitions Corp. Announces LOI with Gadfin Aero-Logistics Systems

 

TEL AVIV, Oct. 16, 2024 (GLOBE NEWSWIRE) -- Israel Acquisitions Corp. (NASDAQ: ISRL) today announced that it has signed a non-binding letter of intent (“LOI”) for a proposed business combination (the “Combination”) with Gadfin Aero-Logistics Systems (“Gadfin”), an Israeli technology company specializing in all-weather unmanned aerial delivery for necessary cargo such as medical supplies.

 

Through the company’s patented technology, its unmanned aerial vehicles, powered by Hydrogen Fuel cells, that are able to deliver medical supplies and other cargo with ease, even under harsh weather conditions to long range destinations. This makes it possible to significantly improve logistics delivery in both combat zones and for civil purposes.

 

“Israeli entrepreneurs have been known as lead innovators in technology, and Gadfin’s unmanned aerial vehicles are no exception,” says Izhar Shay, Executive Chairman of Israel Acquisitions Corp. “The company’s technology has the ability to revolutionize the speed of delivery of necessary medical supplies and other important cargo, including into high-risk areas. We look forward to partnering with Gadfin and supporting the growth of their business.”

 

“We are excited to partner with Israel Acquisitions Corp and bring our unparalleled technology to the Nasdaq markets,” says Eyal Regev, Gadfin CEO. “With this public listing, we will be able to accelerate our production and bring to the market new models fulfilling backlog orders. This will bring this much needed technology to remote locations, hospitals, and other civil areas.”

 

Israel Acquisitions Corp expects to announce additional details regarding the Combination when a definitive Business Combination Agreement is executed, which is expected in the fourth quarter of 2024.

 

About Israel Acquisitions Corp.

 

Israel Acquisitions Corp. is a Cayman Islands exempted company incorporated as a blank-check company 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. The Company 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. The 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 contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact:

 

contact@israelspac.com

 

 

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Cover	Oct. 16, 2024
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Oct. 16, 2024
Entity File Number	001-41593
Entity Registrant Name	ISRAEL ACQUISITIONS CORP
Entity Central Index Key	0001915328
Entity Tax Identification Number	87-3587394
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	12600 Hill Country Blvd
Entity Address, Address Line Two	Building R
Entity Address, Address Line Three	Suite 275
Entity Address, City or Town	Bee Cave
Entity Address, State or Province	TX
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
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Units, each consisting of one Class A ordinary share and one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one redeemable warrant
Trading Symbol	ISRLU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	ISRL
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	ISRLW
Security Exchange Name	NASDAQ

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