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):
January 17, 2025
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:
| x |
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 1.01 Entry into a Material Definitive Agreement
2025 Extension Note
On January 17, 2025, Israel
Acquisitions Corp, a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note
to Israel Acquisitions Sponsor LLC (the “Sponsor”) in the amount of $335,131.44 to pay for up to twelve additional
one-month extension payments (the “2025 Extension Note”). On January 17, 2025, the Company drew $27,927.62 against
the 2025 Extension Note to pay for an additional one-month extension. The 2025 Extension Note bears no interest and is repayable in full
(subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination,
or (ii) the date of the Company’s liquidation.
The foregoing description
of the 2025 Extension Note is a summary only and is qualified in its entirety by reference to the full text of the 2025 Extension Note,
which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: January 22, 2025
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $335,131.44 |
|
Dated as of January 17, 2025
New York, New York |
Israel Acquisition Corp, an
exempted limited company incorporated in the Cayman Islands and blank check company (“Maker”), promises to pay to the order
of Israel Acquisitions Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”),
or order, the unpaid Principal Amount (as defined herein) of up to Three Hundred Thirty-Five Thousand One Hundred Thirty-One and 44/100
Dollars ($335,131.44) in lawful money of the United States of America (the “Principal Amount”), on the terms and conditions
described below to be used for the working capital of the Maker. All payments on this Note shall be made by check or wire transfer of
immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice
in accordance with the provisions of this Note.
1. Principal. The entire
unpaid principal balance under this Note shall be due and payable in full on the earlier of (i) the date on which Maker consummates its
initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business
Combination”) and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”), unless accelerated
upon the occurrence of an Event of Default (as defined below). Any outstanding unpaid Principal Amount under this Note may be prepaid
at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to,
any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No interest
shall accrue on the unpaid Principal Amount of this Note.
3. Drawdowns; Register.
Beginning on January 18, 2025, and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business day,
on the business day immediately preceding such seventeenth day) until the earliest to occur of: (i) January 18, 2026; (ii) the consummation
of the Business Combination; and (iii) if the Business Combination is not consummated, the date on which the Maker’s board
of directors determines, in its sole discretion, to liquidate the Maker’s Trust Account (as defined in Maker’s Certificate
of Incorporation), Payee shall advance directly to the Trust Account $27,927.62 (each, an “Advance” and the sum of all Advances,
the “Principal Amount”). Maker shall maintain a register reflecting each Advance and any prepayment of all or a portion of
the Principal Amount outstanding under this Note for purposes of recording the aggregate unpaid Principal Amount of this Note outstanding
at any time.
4. Application of Payments.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid Principal Amount of this Note.
5. Events of Default. The
following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required
Payments. Failure by Maker to pay the unpaid Principal Amount due pursuant to this Note within five (5) business days of the Maturity
Date.
(b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an
Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon
the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable (to the extent
of working capital available to Maker and unless otherwise satisfied) without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an
Event of Default specified in Sections 5(b) and 5(c), the unpaid Principal Amount of, and all other sums payable with regard to, this
Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and
all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice
of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or
any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.
8. Unconditional Liability.
Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents
to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices,
statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or
sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding
anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of or from the Maker’s Trust Account (as defined in Maker’s Certificate of Incorporation), and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment. No assignment
or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without
the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. This Note
shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| |
By: |
/s/ Ziv Elul |
| |
|
Name: Ziv Elul |
| |
|
Title: Chief Executive Officer |
| |
Accepted and agreed, |
| |
Israel Acquisitions Sponsor LLC |
| |
By: |
/s/ Alexander Greystoke |
| |
|
Name: Alexander Greystoke |
| |
|
Title: Manager |
[Signature Page to IAC Promissory Note]
Israel Acquisitions (NASDAQ:ISRLW)
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