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Israel Acquisitions Corp (OTC: ISLUF) extends merger deadline to May 31, 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Israel Acquisitions Corp entered into a fifth amendment to its Business Combination Agreement with Gadfin Ltd. and Gadfin Regev Holdings Ltd. on May 15, 2026.

The amendment revises Section 7.1(d) to extend the BCA termination date to May 31, 2026; all other termination rights under the BCA remain.

Positive

  • None.

Negative

  • None.

Insights

Fifth amendment extends the BCA termination date to May 31, 2026.

The amendment, executed on May 15, 2026, modifies Section 7.1(d) of the Business Combination Agreement dated January 26, 2025. The filing states that all other termination rights remain unchanged.

Legal consequences depend on remaining conditions and closing mechanics in the BCA; timing and cash‑flow treatment are not described in the excerpt.

Extension preserves the deal timeline through the end of May 2026.

The filing lists prior amendments on July 2, 2025, December 31, 2025, March 13, 2026, and April 15, 2026, and attaches Amendment No. 5 as Exhibit 2.6.

Operational or financing impacts are not disclosed here; subsequent filings or the full amendment text may show additional conditions.

Fifth BCA Amendment date May 15, 2026 Date the parties executed Amendment No. 5
Revised termination date May 31, 2026 New termination date in Section 7.1(d) as amended
Original BCA date January 26, 2025 Date of the Business Combination Agreement among the parties
Prior amendment dates July 2, 2025; December 31, 2025; March 13, 2026; April 15, 2026 Dates of Amendments No. 1–4 referenced in the filing
Business Combination Agreement regulatory
"entered into a business combination agreement on January 26, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Section 7.1(d) legal
"agreed to revise Section 7.1(d) to extend the termination date"
termination date legal
"extend the termination date to May 31, 2026"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

 

 

 

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): May 15, 2026

 

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   ISLUF   N/A
Class A ordinary shares, par value $0.0001 per share   ISRLF   N/A
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share   ISLWF   N/A

 

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. ¨

 

*The registrant’s units, Class A ordinary shares, par value $0.0001 per share and warrants each trade on the OTC Markets under the trading symbols “ISLUF”, “ISRLF” and “ISLWF”, respectively.

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

As previously reported in the Current Reports on Form 8-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2025, July 3, 2025, March 17, 2026, and April 17, 2026 and the Current Report on Form 8-K/A filed March 9, 2026, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into a business combination agreement on January 26, 2025, as amended on July 2, 2025, December 31, 2025, March 13, 2026, and April 15, 2026 (the “BCA”) with Gadfin Ltd., a company domiciled in Israel (“Gadfin”).

 

Pursuant to Section 8.3 of the BCA, the BCA may be amended, modified or supplemented by an agreement in writing executed by the Company and Gadfin. On May 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fifth amendment to the BCA (the “Fifth BCA Amendment”). Pursuant to the Fifth BCA Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 31, 2026. All other termination rights under the BCA remain.

 

The foregoing description of the Fifth BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Fifth BCA Amendment, which is attached hereto as Exhibit 2.6, and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.
  Description
2.1*   Business Combination Agreement, dated as of January 26, 2025, by and among, Israel Acquisitions Corp and Gadfin Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 27, 2025)
     
2.2   Amendment No. 1 to the Business Combination Agreement, dated July 2, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on July 3, 2025)
     
2.3   Amendment No. 2 to the Business Combination Agreement, dated December 31, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K/A filed by the Company on March 9, 2026).
     
2.4   Amendment No. 3 to the Business Combination Agreement, dated March 13, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by the Company on March 17, 2026).
2.5   Amendment No. 4 to the Business Combination Agreement, dated April 15, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K filed by the Company on April 17, 2026)
2.6   Amendment No. 5 to the Business Combination Agreement, dated May 15, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd.
     
104   Cover Page Interactive Data File (embedded within the Inline document)

 

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 

 

 

 

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: May 15, 2026  

 

 

 

FAQ

What did Israel Acquisitions Corp (ISLUF) file on May 15, 2026?

They filed a Current Report stating a fifth amendment to the Business Combination Agreement. The amendment was entered on May 15, 2026 and is included as Exhibit 2.6 to the report.

What change does the Fifth BCA Amendment make to the agreement?

The amendment revises Section 7.1(d) to extend the agreement's termination date to May 31, 2026. The filing states all other termination rights under the BCA remain.

Who are the parties to the Business Combination Agreement amended by ISLUF?

The parties named are Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd., with the Fifth Amendment dated May 15, 2026 and attached as Exhibit 2.6.

Does the filing disclose financial terms or proceeds from the deal?

No financial terms, proceeds, or pricing are disclosed in the provided excerpt. The report summarizes the amendment and references the full BCA and prior amendments for contract details.

Are other termination rights changed by the recent amendment?

No. The filing explicitly states that while Section 7.1(d) was revised to extend the termination date, all other termination rights under the BCA remain as previously agreed.