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Israel Acquisitions Corp reported that Nasdaq plans to delist all of its publicly traded securities. According to a Nasdaq press release issued under Nasdaq Listing Rule 5830 and Exchange Act Rule 12d2-2, Nasdaq intends to delist the company’s Class A ordinary shares, its units (each consisting of one Class A ordinary share and one redeemable warrant), and its redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share.
The delisting will become effective ten days after Nasdaq files a Form 25 to remove the securities from listing. The Nasdaq press release is being furnished as an exhibit and is not deemed filed for liability purposes under the Exchange Act.
Israel Acquisitions Corp entered into a waiver with its sponsor that eliminates certain administrative service fees. The sponsor agreed to waive the $10,000 per month it was entitled to receive until the company completes an initial business combination or is liquidated, as well as $240,000 of administrative fees that had already accrued.
This change reduces the company’s ongoing overhead and forgives past amounts owed to its sponsor, helping preserve cash within the special purpose acquisition company structure.
Israel Acquisitions Corp is asking shareholders at a January 16, 2026 extraordinary meeting to approve changes that would extend the deadline to complete a business combination. The board proposes amending the company’s charter and trust agreement to allow up to 12 additional one‑month extensions beyond the current January 18, 2026 termination date, pushing the possible deadline to January 18, 2027. For each monthly extension, the sponsor or its affiliates may deposit into the trust account the lesser of $5,000 or $0.05 per public share, in exchange for a non‑interest‑bearing promissory note. Public shareholders can redeem their shares for cash in connection with the vote; as of the December 19, 2025 record date, the trust held about $9.9 million, or roughly $12.72 per public share, versus a $12.36 OTC market price. The company has a signed business combination agreement with Gadfin Ltd. but notes there is no assurance the deal will close, and its shares have been delisted from Nasdaq and now trade on the OTC Markets.
Israel Acquisitions Corp, a SPAC, is asking shareholders to approve changes that would extend the deadline to complete a business combination from January 18, 2026 to January 18, 2027. The board proposes up to 12 additional one‑month extensions, each funded by a sponsor deposit into the trust account in exchange for a non‑interest bearing promissory note. Public shareholders may redeem their Class A ordinary shares for cash at the extraordinary general meeting, subject to a minimum net tangible asset requirement of $5,000,001 and a 15% cap per shareholder group without company consent.
If the extension and related trust amendment are not approved and no deal is completed by the current termination date, the company will redeem 100% of public shares and liquidate, leaving the warrants worthless. The proxy also describes the pending Gadfin business combination agreement, with a revised company equity value of $180,000,000, and notes that Nasdaq has issued a deficiency notice because the company has not met the $50 million market‑value‑of‑listed‑securities requirement, which could ultimately lead to delisting if not cured.