Israel Acquisitions (ISRL) pushes Gadfin deal deadline to May 15, 2026

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Israel Acquisitions Corp entered a fourth amendment to its Business Combination Agreement with Gadfin Ltd. and Gadfin Regev Holdings Ltd. on April 15, 2026. The amendment revises Section 7.1(d) to extend the agreement’s termination date to May 15, 2026, with all other termination rights unchanged.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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.

Key Figures

Business Combination Agreement date: January 26, 2025 Amendment No. 1 date: July 2, 2025 Amendment No. 3 date: March 13, 2026 +5 more

8 metrics

Business Combination Agreement date January 26, 2025 Original Business Combination Agreement between Israel Acquisitions Corp and Gadfin Ltd.

Amendment No. 1 date July 2, 2025 First amendment to the Business Combination Agreement

Amendment No. 3 date March 13, 2026 Third amendment to the Business Combination Agreement

Amendment No. 4 date April 15, 2026 Fourth amendment extending termination date

New termination date May 15, 2026 Updated Section 7.1(d) of the Business Combination Agreement

Unit trading symbol ISLUF Units trading on OTC Markets

Class A share trading symbol ISRLF Class A ordinary shares trading on OTC Markets

Warrant trading symbol ISLWF Redeemable warrants trading on OTC Markets

Key Terms

Business Combination Agreement, Material Definitive Agreement, emerging growth company, redeemable warrants, +1 more

5 terms

Business Combination Agreement financial

"Business Combination Agreement, dated as of January 26, 2025, by and among"

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.

exempted company regulatory

"Israel Acquisitions Corp, a Cayman Islands exempted company"

Understanding 8-K Material Events →

04/17/2026 - 04:15 PM

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): April 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, and March 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, and March 13, 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 April 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fourth amendment to the BCA (the “Fourth BCA Amendment”). Pursuant to the Fourth BCA Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 15, 2026. All other termination rights under the BCA remain.

The foregoing description of the Third BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Third BCA Amendment, which is attached hereto as Exhibit 2.5, 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.

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.

** Filed herewith.

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: April 17, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Israel Acquisitions Corp (ISRL) change in its Gadfin agreement?

Israel Acquisitions Corp signed a fourth amendment to its Business Combination Agreement with Gadfin Ltd. and Gadfin Regev Holdings Ltd. The change revises Section 7.1(d), extending the agreement’s termination date to May 15, 2026 while keeping all other termination rights the same.

When does the Business Combination Agreement between ISRL and Gadfin now terminate?

The Business Combination Agreement between Israel Acquisitions Corp and Gadfin Ltd. now has a termination date of May 15, 2026. This new deadline comes from the Fourth BCA Amendment executed on April 15, 2026, which specifically updates Section 7.1(d) of the agreement.

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

Israel Acquisitions Corp has amended its Business Combination Agreement with Gadfin Ltd. four times. Amendments were dated July 2, 2025, December 31, 2025, March 13, 2026, and April 15, 2026, following the original agreement signed on January 26, 2025.

Who are the parties to Israel Acquisitions Corp’s Business Combination Agreement?

The Business Combination Agreement involves Israel Acquisitions Corp, a Cayman Islands exempted company, Gadfin Ltd., a company domiciled in Israel, and Gadfin Regev Holdings Ltd., also domiciled in Israel. All three are listed as parties in the original agreement and subsequent amendments, including the fourth amendment.

On which markets do Israel Acquisitions Corp securities trade and under what symbols?

Israel Acquisitions Corp’s units, Class A ordinary shares, and redeemable warrants trade on the OTC Markets. The units trade under “ISLUF”, the Class A ordinary shares under “ISRLF”, and the redeemable warrants under “ISLWF”, as stated in the securities registration table.

Filing Exhibits & Attachments

5 documents