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 13, 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 |
|
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On January 13, 2026, the Nasdaq Stock Market LLC
(“Nasdaq”) issued a press release (the “Nasdaq Press Release”) pursuant to Nasdaq Listing Rule 5830
and Rule 12d2-2 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, regarding the delisting of the
securities of Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the Nasdaq Press
Release, Nasdaq plans to delist the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), (ii) units, each consisting of one Class A Ordinary Share and one redeemable warrant and redeemable warrants, each
whole warrant exercisable for one Class A Ordinary Shares, each at an exercise price of $11.50 per share, and (iii) redeemable warrants,
each whole warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share (collectively, the “Delisting”).
The Delisting will become effective ten days after Nasdaq files a Form 25.
The Nasdaq Press Release is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of
that section, nor shall the Nasdaq Press Release be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 99.1 |
|
Nasdaq Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 13, 2026
| ISRAEL ACQUISITIONS CORP. |
|
| |
|
|
| By: |
/s/ Ziv Elul |
|
| Name: |
Ziv Elul |
|
| Title: |
Chief Executive Officer and Director |
|
