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Israel Acquisitions (ISLUF) pushes Gadfin merger termination date to June 20, 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Israel Acquisitions Corp disclosed that it has entered into a seventh amendment to its Business Combination Agreement with Gadfin Ltd. and Gadfin Regev Holdings Ltd. The amendment, dated June 15, 2026, revises the agreement’s termination provision.

The only change in this amendment is an extension of the termination date in Section 7.1(d) of the Business Combination Agreement to June 20, 2026. All other terms of the original agreement and prior amendments remain in effect, meaning the parties are preserving additional time to complete their proposed business combination under the existing structure.

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Insights

Israel Acquisitions extends its Gadfin deal deadline slightly, keeping the SPAC merger alive under existing terms.

The filing shows Israel Acquisitions Corp and Gadfin executed a seventh amendment to their Business Combination Agreement on June 15, 2026. The sole change is extending the contractual termination date in Section 7.1(d) to June 20, 2026, with all other provisions unchanged.

This type of narrow extension is common when parties are close to closing a SPAC transaction but need more time for remaining conditions or processes. The amendment itself does not add new financial terms or change consideration; it simply keeps the agreement in force for a few more days. Actual impact will depend on whether the business combination closes within this extended window.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Seventh BCA amendment date June 15, 2026 Date of Amendment No. 7 to the Business Combination Agreement
New termination date June 20, 2026 Revised Section 7.1(d) termination date in the BCA
Original BCA date January 26, 2025 Date the Business Combination Agreement with Gadfin was first signed
Number of BCA amendments 7 amendments Amendments dated July 2, 2025 through June 15, 2026
Business Combination Agreement financial
"entered into a business combination agreement on January 26, 2025, as amended"
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.
material definitive agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
redeemable warrants financial
"Redeemable warrants, each whole warrant exercisable for one Class A ordinary share"
A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.
OTC Markets market
"each trade on the OTC Markets under the trading symbols “ISLUF”, “ISRLF” and “ISLWF”"
Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.
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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): June 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, April 17, 2026, May 15, 2026 and June 2, 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, April 15, 2026, May 15, 2026 and May 31, 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 June 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel, entered into a seventh amendment to the BCA (the “Seventh BCA Amendment”). Pursuant to the Seventh BCA Amendment, the parties agreed to revise Section 7.1(d) to extend the termination date to June 20, 2026. Except as expressly provided by the Seventh BCA Amendment, the provisions of the BCA remain unchanged and in full force and effect.

 

The foregoing description of the Seventh BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Seventh BCA Amendment, which is attached hereto as Exhibit 2.8, 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. (incorporated by reference to Exhibit 2.6 to the Current Report on Form 8-K filed by the Company on May 15, 2026)
     
2.7   Amendment No. 6 to the Business Combination Agreement, dated May 31, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.7 to the Current Report on Form 8-K filed by the Company on June 2, 2026)
     
2.8   Amendment No. 7 to the Business Combination Agreement, dated June 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: June 17, 2026  

 

 

 

FAQ

What did Israel Acquisitions Corp (ISLUF) change in its deal with Gadfin?

Israel Acquisitions Corp signed a seventh amendment to its Business Combination Agreement with Gadfin. The amendment only extends the agreement’s termination date to June 20, 2026, while leaving all other existing terms and prior amendments unchanged.

What is the new termination date in the Israel Acquisitions–Gadfin agreement?

The Business Combination Agreement termination date in Section 7.1(d) was extended to June 20, 2026. This short extension gives the parties additional time to satisfy closing conditions and complete their planned business combination under the current deal structure.

How many times has Israel Acquisitions amended the Gadfin Business Combination Agreement?

Israel Acquisitions has now entered into seven amendments to its Business Combination Agreement with Gadfin. The latest amendment, dated June 15, 2026, follows prior amendments dated July 2, 2025, December 31, 2025, March 13, 2026, April 15, 2026, May 15, 2026, and May 31, 2026.

Does the latest ISLUF amendment change any financial terms of the Gadfin deal?

The seventh amendment does not change financial or commercial terms disclosed in the excerpt. It only revises Section 7.1(d) to extend the termination date to June 20, 2026, while specifically stating that all other provisions of the Business Combination Agreement remain in full force and effect.

Which companies are parties to the Israel Acquisitions–Gadfin Business Combination Agreement?

The Business Combination Agreement involves Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. The original agreement was signed January 26, 2025, and has been amended multiple times, including the seventh amendment dated June 15, 2026, that extends the termination date.

Filing Exhibits & Attachments

5 documents