Israel Acquisitions (ISRL) Q1 2026 loss, redemptions and Gadfin SPAC deal update
Israel Acquisitions Corp, a SPAC still seeking a target, reported a Q1 2026 net loss of $172,916 compared with net income of $66,653 a year earlier. Total assets fell to $6,373,825, driven by redemptions that reduced cash and marketable securities in the trust account to $6,337,572. During the quarter, holders of 295,860 Class A shares redeemed for $3,683,102, leaving 502,072 Class A shares subject to redemption and 6,056,239 total ordinary shares outstanding. The company has only $32,586 in operating cash and a working capital deficit of $2,841,877, and management states there is substantial doubt about its ability to continue as a going concern. Israel Acquisitions is pursuing a business combination with Gadfin Ltd. valued at approximately $180,000,000, with multiple amendments extending the termination date to May 31, 2026. Its securities were delisted from Nasdaq in early 2026 and now trade on the OTC Markets.
Positive
- None.
Negative
- Going concern risk: The company reports a working capital deficit of $2,841,877 and minimal cash, and states that these factors raise substantial doubt about its ability to continue as a going concern.
- Exchange delisting: Israel Acquisitions failed to regain compliance with Nasdaq’s market value of listed securities requirement, and its shares, units, and warrants were delisted and moved to OTC Markets.
- Significant redemptions and trust shrinkage: Additional redemptions of 295,860 Class A shares for $3,683,102 further reduced the trust to $6,337,572, limiting cash available for the planned business combination.
Insights
Trust assets and listing status have weakened while the Gadfin deal remains pending.
The SPAC’s trust account has declined to $6,337,572 from a much larger IPO balance as redemptions continued, including 295,860 Class A shares redeemed for $3,683,102 in the latest extension vote. Total assets now stand at $6,373,825, with minimal operating cash.
The company is pursuing a business combination with Gadfin Ltd. at an implied equity value of $180,000,000, with repeated amendments pushing the termination date out to May 31, 2026. Termination fees of $10,000,000 apply if either party ends the agreement for specified breaches or a superior proposal.
Liquidity is tight, with a working capital deficit of $2,841,877 and sponsor promissory notes funding extensions. Management explicitly notes substantial doubt about continuing as a going concern. The SPAC’s securities have also been delisted from Nasdaq and now trade on OTC Markets, signaling a more constrained trading venue.
Key Figures
Key Terms
Business Combination Agreement financial
Trust Account financial
going concern financial
Class A ordinary shares subject to possible redemption financial
emerging growth company financial
deferred underwriting commissions financial
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FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
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Securities registered pursuant to Section 12(b) of the Act:
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), was $10,133,736 (based on the $12.70 closing sale price of the Registrant’s Class A ordinary shares on such date).
As of May 15, 2026, there were
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TABLE OF CONTENTS
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| Page |
PART I - FINANCIAL INFORMATION | F-1 |
Item 1. Interim Financial Statements (unaudited). | F-1 |
Condensed Balance Sheets as of March 31, 2026 and December 31, 2025 | F-1 |
Condensed Statements of Operations for the three months ended March 31, 2026 and 2025 | F-2 |
Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2026 and 2025 | F-3 |
Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025 | F-4 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 5 |
Item 4. Controls and Procedures | 5 |
PART II - OTHER INFORMATION | 6 |
Item 1. Legal Proceedings | 6 |
Item 1.A. Risk Factors | 6 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 6 |
Item 3. Defaults Upon Senior Securities | 6 |
Item 4. Mine Safety Disclosures | 6 |
Item 5. Other Information | 6 |
Item 6. Exhibits | 7 |
PART III - SIGNATURES | 8 |
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PART I - FINANCIAL INFORMATION
ISRAEL ACQUISITIONS CORP
CONDENSED BALANCE SHEETS
(UNAUDITED)
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| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
ASSETS | | | | | | |
Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Prepaid expenses | |
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Cash and Marketable Securities held in Trust Account | |
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Total Current Assets | |
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Total Assets | | $ | | | $ | |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | | | | |
Current liabilities: | |
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Accrued expenses | | $ | | | $ | |
Accounts payable | |
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Due to related party | | | | | | |
Promissory note – related party | | | | | | |
Deferred underwriting commissions | | | | | | |
Total Current Liabilities | | | | | | |
Total Liabilities | |
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Commitments and Contingencies (Note 5) | |
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Class A ordinary shares subject to possible redemption, $ | | | | | | |
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Shareholders’ Deficit | |
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Preference shares, $ | |
| — | | | — |
Class A ordinary shares, $ | |
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Class B ordinary shares, $ | |
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Additional paid-in capital | |
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Accumulated deficit | |
| ( | | | ( |
Total Shareholders’ Deficit | |
| ( | | | ( |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ISRAEL ACQUISITIONS CORP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| | For the Three | | For the Three | ||
| | Months Ended | | Months Ended | ||
| | March 31, | | March 31, | ||
| | 2026 | | 2025 | ||
Marketing and advertising expense | | $ | — | | $ | |
Administrative expense | | | | | | |
Administrative expense – related party | | | — | | | |
Legal and accounting expense | | | | | | |
Dues and subscriptions expense | | | | | | — |
Listing fee expense | | | | | | |
Insurance expense | | | | | | |
Loss from operations | | | ( | | | ( |
| | | | | | |
Other income: | | | | | | |
Gain on extinguishment of liability | | | — | | | |
Dividend income on marketable securities held in Trust Account | | | | | | |
Dividend income on cash equivalents held in money market account | | | | | | — |
Interest income | | | | | | |
Other income, net | | | | | | |
Net (loss) income | | $ | ( | | $ | |
| | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | | | | | |
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Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | | $ | | | $ | |
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Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares | | | | | | |
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Basic and diluted net loss per share, non-redeemable Class A ordinary shares | | $ | ( | | $ | ( |
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Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | | | | | | |
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Basic and diluted net loss per share, non-redeemable Class B ordinary shares | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ISRAEL ACQUISITIONS CORP
CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
For the Three Months Ended March 31, 2026
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| | Class A | | | | | | | | | | | | | |||||||||||
| | Ordinary Shares Subject to Possible | | | Class A | | Class B | | Additional | | | | | Total | |||||||||||
| | Redemption | | | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | ||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | ||||||
Balance – December 31, 2025 |
| | | | | | | | | $ | | | | | $ | | | $ | | | $ | ( | | $ | ( |
Remeasurement of Class A ordinary shares to redemption value |
| — | | | | | | — | | | — | | — | | | — | | | ( | | | — | | | ( |
Redemption of Class A ordinary shares | | ( | | | ( | | | — | | | — | | — | | | — | | | — | | | — | | | — |
Net loss | | — | | | — | | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Balance – March 31, 2026 |
| | | | | | | | | $ | | | | | $ | | | $ | | | $ | ( | | $ | ( |
For the Three Months Ended March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A | | | | | | | | | | | | | |||||||||||
| | Ordinary Shares Subject to Possible | | | Class A | | Class B | | Additional | | | | | Total | |||||||||||
| | Redemption | | | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | ||||||||||||
| | Shares | | Amount | | | Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | ||||||
Balance – December 31, 2024 |
| | | | | | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
Remeasurement of Class A ordinary shares to redemption value | | — | | | | | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
Redemption of Class A ordinary shares | | ( | | | ( | | | — | | | — | | — | | | — | | | — | | | — | | | — |
Net income | | — | | | — | | | — | | | — | | — | | | — | | | — | | | | | | |
Balance – March 31, 2025 | | | | | | | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ISRAEL ACQUISITIONS CORP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | | | | |
| | Three Months | | Three Months | ||
| | Ended | | Ended | ||
| | March 31, | | March 31, | ||
| | 2026 | | 2025 | ||
Cash Flows from Operating Activities: |
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Net (loss) income | | $ | ( | | $ | |
Changes in operating assets and liabilities: | |
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Prepaid expenses | |
| | | | ( |
Due to related party | | | — | | | |
Accounts payable | | | | | | ( |
Accrued expenses | | | | | | |
Net cash (used in) provided by operating activities | |
| ( | | | ( |
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Cash Flows from Investing Activities: | | | | | | |
Purchase and reinvestment of marketable securities held in Trust Account | | | ( | | | ( |
Proceeds from redemption of marketable securities held in Trust Account | | | | | | |
Net cash provided by investing activities | | | | | | |
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Cash Flows from Financing Activities: | |
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Proceeds from promissory note – related party | | | | | | |
Redemptions of Class A ordinary shares subject to redemption | | | ( | | | ( |
Net cash (used in) financing activities | |
| ( | | | ( |
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Net Change in Cash and Cash Equivalents | |
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Cash and Cash Equivalents - Beginning | |
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Cash and Cash Equivalents - Ending | | $ | | | $ | |
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Non-Cash Investing and Financing Activities: | |
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Remeasurement of Class A ordinary shares subject to possible redemption | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
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ISRAEL ACQUISITIONS CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources
Israel Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from August 24, 2021 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of gains on marketable securities held in the Trust Account, as well as interest and dividend income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Registration Statement”). On January 18, 2023, the Company consummated its Initial Public Offering of
Following the closing of the Initial Public Offering on January 18, 2023, $
On January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from
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On January 6, 2025, by special resolution and at an extraordinary general meeting of shareholders, the Company has extended the date by which it has to complete an initial business combination from January 18, 2025 (the “Termination Date”) up to twelve (
On January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (
In connection with the shareholders’ vote, holders of
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination having an aggregate fair market value of at least
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants.
The Company will proceed with an initial business combination if the Company has net tangible assets of at least $
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Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
The Sponsor and our executive officers and directors have agreed (a) to waive their respective redemption rights with respect to any Founder Shares, Private Shares, or Public Shares held by them in connection with the completion of an initial business combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares if the Company fails to consummate an initial business combination, and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect a public shareholders’ ability to convert or sell their Public Shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem
If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Public Warrants or Private Warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $
Business Combination Agreement
In January 2024, the Company entered into a business combination agreement with Pomvom Ltd., a company organized under the laws of Israel (“Pomvom,” and such agreement, the “Pomvom Business Combination Agreement”). In August 2024, the Company entered into a mutual termination agreement with Pomvom (the “Mutual Termination Agreement”). There are no early termination penalties incurred by the Company or Pomvom in connection with the termination of the Pomvom Business Combination Agreement.
On January 26, 2025, the Company and Gadfin Ltd. (“Gadfin”) entered into the Business Combination Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein (i) Gadfin will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubco”) to be formed, (ii) Gadfin will cause a company organized under the laws of the State of Israel and wholly owned, direct subsidiary of NewPubco (“Merger Sub 1”) to be formed, (iii) Gadfin will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub 2”) to be formed, (iv) Gadfin will cause NewPubco, Merger Sub 1 and Merger Sub 2 to become a party to the Business Combination Agreement by delivering a joinder to the Business Combination Agreement, (v) Gadfin will effect the Share Split, (vi) NewPubco, the shareholders of Gadfin and the holders of equity awards of Gadfin will effect the Acquisition Merger (as defined herein), (vii) Merger Sub 1 will merge with and into Gadfin, with Gadfin surviving the merger as a direct wholly owned subsidiary of NewPubco (the “Acquisition Merger”), and (viii) Merger Sub 2 will merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of NewPubco (the “IAC Merger”, and together with the Acquisition Merger, the “Mergers”). The collective transactions referenced in (i)-(viii) are hereinafter referred to as the “Transactions”. The terms of the Business Combination Agreement, which contain customary
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representations and warranties, covenants, closing conditions, termination provisions, and other terms relating to the Transactions, are summarized below.
Prior to the closing of the Transactions (the “Closing”), Gadfin will effect a share split under which each ordinary share and preferred share of Gadfin issued and outstanding will be split into a number of ordinary shares or preferred shares, as applicable, determined by multiplying each such ordinary share or preferred share of Gadfin, as applicable, by the Split Factor (the “Share Split”).
Under the Business Combination Agreement, as amended, holders of Gadfin equity interests are expected to receive approximately $
In addition, following the closing of the Business Combination and subject to the occurrence of the $
Immediately after the Share Split, and at the effective time of the Acquisition Merger, Merger Sub 1 will be merged with and into Gadfin upon the terms and subject to the conditions set forth in the Business Combination Agreement, and in accordance with the applicable provisions of the Israeli Companies Law (“ICL”), whereupon the separate corporate existence of Merger Sub 1 will cease and Gadfin will continue its existence under the ICL as the surviving corporation and become a wholly owned subsidiary of NewPubco (the “Acquisition Surviving Company”), on the terms and subject to the conditions set forth in the Business Combination Agreement. From and after the effective time of the Acquisition Merger, Gadfin will possess all the rights, powers, privileges, properties and franchises and be subject to all of the obligations, liabilities and duties of Gadfin and Merger Sub 1, all as provided under the ICL. As soon as practicable after the determination of the date on which the Closing is to take place, each of Gadfin and Merger Sub 1 shall, in coordination with each other, deliver to the Israeli Register of Companies (the “Companies Registrar”) a notice of the contemplated Acquisition Merger, setting forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Acquisition Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”), after another notice that the Closing has occurred is served to the Companies Registrar, which the parties shall deliver as of the date of Closing Date. The Acquisition Merger will become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (such time as the Acquisition Merger becomes effective being the “Acquisition Merger Effective Time”).
On July 2, 2025, the Company, Gadfin, and NewPubco entered into an amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, the Company and Gadfin agreed to (i) remove the requirement for the Company to liquidate immediately following the Mergers (as defined in the Business Combination Agreement), (ii) revise the Company Equity Value (as defined in the Business Combination Agreement) to $
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On October 14, 2025, Company entered into a Letter Agreement (the “Letter Agreement”) with Gadfin, pursuant to which (i) Gadfin consented to the Company entering into an advisory agreement (the “Advisory Agreement”) by and among ISRL, the Sponsor and BTIG, LLC (“BTIG”), under which BTIG will serve as capital markets advisor and waive its right to the deferred underwriting commission (the “Deferred Underwriting Commission”) pursuant to the underwriting agreement between BTIG and the Company dated January 12, 2023 in exchange for the Advisory Fee (as defined below) upon closing of the Business Combination, (ii) Gadfin agreed that the Advisory Agreement satisfied the requirement under the Business Combination Agreement, pursuant to which Gadfin had the right to terminate the Business Combination Agreement if the Company did not receive a waiver of the Deferred Underwriting Commission within thirty (
On October 14, 2025, the Company entered into the Advisory Agreement, effective October 10, 2025, pursuant to which BTIG agreed to provide strategic and capital markets advisory services to the Company in connection with its business activities, including the Business Combination. Under the Advisory Agreement, BTIG will advise the Company on market conditions and capital markets strategy, but will not act as a financial advisor or participate in the offering or solicitation of securities for the Business Combination. As compensation for such services, BTIG will receive an advisory fee of $
On December 31, 2025, the Company, Gadfin, and NewPubco entered into an amendment to the Business Combination Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Company and Gadfin agreed to extend the Termination Date (as defined in the Business Combination Agreement) to March 16, 2026 and removed the automatic extensions of the Termination Date.
On January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (
In connection with the shareholders’ vote, holders of
On March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into the Third Amendment. Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.
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 Amendment”). Pursuant to the Fourth 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.
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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 Amendment”). Pursuant to the Fifth 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 Company may terminate the Business Combination Agreement if the representations and warranties of Gadfin are not true and correct or if Gadfin has materially breached any covenant or agreement as set forth in the Business Combination Agreement.
Gadfin may terminate the Business Combination Agreement, (a) at any time prior to the receipt of the Gadfin Shareholder Approval, in order to immediately enter into a written definitive agreement with respect to a Superior Proposal, and (b) if the representations and warranties of the Company are not true and correct or if the Company has materially breached any covenant or agreement as set forth in the Business Combination Agreement. In the event the Business Combination Agreement is terminated by Gadfin in order to accept a Superior Proposal, Gadfin will pay to the Company a termination fee of $
Deficiency Letter
On May 28, 2025, Company received a deficiency letter (the “MVLS Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of the Company’s securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million (the “MVLS Requirement”). In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days (or until November 24, 2025) to regain compliance with the Rule. The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Listing Qualifications Department advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The Company’s Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISLUF”, “ISRLF” and “ISLWF,” respectively.
Liquidity Capital Resources and Going Concern
As of March 31, 2026, the Company had $
The Company’s liquidity needs through March 31, 2026 had been satisfied through a payment from the Sponsor of $
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources, including cash and working capital, it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 4 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial business combination will be successful. In addition, management is currently evaluating the impact of the continued Russia-Ukraine conflict, the Israel-Hamas conflict and the expanded regional conflict involving Hezbollah and Iran, the increased rate of inflation in the United States, the effect of recent tariffs imposed by the United States and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and its effect on the Company’s financial position and results of its operations.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of
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our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we have not consummated our initial business combination within the Combination Period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation, changes to trade and tariffs, immigration, energy and other policies resulting from the new U.S. administration, changes in interest rate policies, economic conditions and tensions involving China, U.S. federal government shutdowns and geopolitical instability resulting from the ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East. In response to the ongoing war between Russia and Ukraine, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
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The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had $
Cash and Marketable Securities held in Trust Account
Following the closing of the Initial Public Offering on January 18, 2023, an amount of $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2026 and December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2026,
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The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.
The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at March 31, 2026 as follows:
| | | |
Gross proceeds from Initial Public Offering | | $ | |
Less: | |
| |
Proceeds allocated to public warrants | |
| ( |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| ( |
Plus: | |
| |
Accretion of Class A ordinary shares subject to possible redemption | |
| |
Class A ordinary shares subject to possible redemption at December 31, 2023 | | | |
Redemption of Class A ordinary shares | | | ( |
Re-measurement of Class A ordinary shares subject to possible redemption | | | |
Class A ordinary shares subject to possible redemption at December 31, 2024 | | | |
Redemption of Class A ordinary shares | | | ( |
Re-measurement of Class A ordinary shares subject to possible redemption | | | |
Class A ordinary shares subject to possible redemption at December 31, 2025 | | | |
Redemption of Class A ordinary shares | | | ( |
Re-measurement of Class A ordinary shares subject to possible redemption | | | |
Class A ordinary shares subject to possible redemption at March 31, 2026 | | $ | |
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $
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Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. ln those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Warrants
The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were
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There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. U.S. taxation could be imposed if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Additionally, given the nature of the investment income generated from the funds held in the trust account, it is not subject to tax withholdings in the U.S. Moreover, the Company determined that no income tax liability would arise from any other jurisdictions outside of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statements.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company evaluated the impact of the new law and determined none of the tax provisions are expected to have a significant impact on the Company’s financial statements.
Net Income (Loss) Per Ordinary Share
The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders.
Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2026 (in dollars, except share amounts):
| | | |
| | For The Three Months Ended | |
| | March 31, 2026 | |
Net loss | | $ | ( |
Accretion of temporary equity to redemption value | |
| ( |
Net loss including accretion of temporary equity to redemption value | | $ | ( |
| | | | | | | | | |
| | For The Three Months Ended | |||||||
| | March 31, 2026 | |||||||
| | | | | | | | Class B Non- | |
| | Class A Redeemable | | Class A Non-redeemable | | redeemable | |||
Basic and diluted net income (loss) per share: |
| | |
| | |
| | |
Numerator: |
| | |
| | |
| | |
Allocation of net loss by class | | $ | ( | | $ | ( | | $ | ( |
| | | | | | | | | |
Less: Accretion allocation based on ownership percentage | | $ | ( | | $ | ( | | | ( |
Allocation of accretion of temporary equity to redeemable shares | | | | | | — | | | — |
Total net income (loss) by class | | $ | | | $ | ( | | | ( |
| | | | | | | | | |
Denominator: | | | | | | | | | |
Weighted average shares outstanding | | | | | | | | | |
Basic and diluted net income (loss) per share | | $ | | | $ | ( | | | ( |
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The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2025 (in dollars, except share amounts):
| | | |
| | For The Three Months Ended | |
| | March 31, 2025 | |
Net income | | $ | |
Accretion of temporary equity to redemption value | |
| ( |
Net loss including accretion of temporary equity to redemption value | | $ | ( |
| | | | | | | | | |
| | For The Three Months Ended | |||||||
| | March 31, 2025 | |||||||
| | | | | | | | Class B Non- | |
| | Class A Redeemable | | Class A Non-redeemable | | redeemable | |||
Basic and diluted net income (loss) per share: |
| | |
| | |
| | |
Numerator: |
| | |
| | |
| | |
Allocation of net income by class | | $ | | | $ | | | $ | |
| | | | | | | | | |
Less: Accretion allocation based on ownership percentage | | $ | ( | | $ | ( | | | ( |
Allocation of accretion of temporary equity to redeemable shares | |
| | | | — | | | — |
Total net income (loss) by class | | $ | | | $ | ( | | | ( |
| | | | | | | | | |
Denominator: | |
| | | | | | | |
Weighted average shares outstanding | |
| | | | | | | |
Basic and diluted net income (loss) per share | | $ | | | $ | ( | | | ( |
Gain on Extinguishment of Liability
The Company renegotiated amounts due to a vendor. The Company recorded a gain of $
Recent Accounting Pronouncements
In December 2025, the FASB issued Accounting Standards Update 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies current interim disclosure requirements and provides a comprehensive list of required interim disclosures. The guidance also incorporates a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company is currently assessing the impact, if any, that ASU 2025-11 would have on its financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.
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Note 3 — Initial Public Offering
On January 18, 2023 the Company sold
An aggregate of $
Note 4 — Related Party Transactions
Founder Shares
On January 26, 2022, the Sponsor purchased
On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of
On May 7, 2023, the Sponsor transferred
The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time.
Private Placement
The Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC purchased an aggregate of
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Related Party Loans
In addition, to finance transaction costs in connection with an initial business combination, the initial shareholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but
Promissory Note – Related Party
On January 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
On January 18, 2024, the Company issued a promissory note in the amount of $
Additionally, on July 17, 2024, the Company issued an unsecured promissory note to the Sponsor (the “July Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
On January 17, 2025, the Company issued an unsecured promissory note to the Sponsor in the amount of $
Due to Related Party
A related party has paid for an invoice on behalf of the Company. As of March 31, 2026 and December 31, 2025, $
The Company entered into an Administrative Services Agreement with the Sponsor commencing on the date the securities of the Company are first listed on the Nasdaq Global Market, pursuant to a Registration Statement on Form S-1 filed by the Company with the SEC and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s
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liquidation. The Company will pay $
On December 31, 2025, the Company and the Sponsor entered into a waiver to the Agreement (the “Waiver”) whereby the Parties agreed to waive the administrative fees due under the Agreement. Pursuant to the Waiver, the waived administrative fees include (i) the $
As such, as of March 31, 2026 and December 31, 2025, there is $
Note 5 — Commitments & Contingencies
Registration and Shareholder Rights
The holders of the Founder Shares, as well as the holders of the Private Units (and the underlying securities) and any units that may be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to
Underwriting Agreement
The Company granted the underwriters a
Note 6 — Shareholders’ Equity (Deficit)
Preference shares - The Company is authorized to issue
Class A ordinary shares - The Company is authorized to issue
Class B ordinary shares - The Company is authorized to issue
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On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a
Warrants - Each whole redeemable warrant entitles the registered holder to purchase one whole Class A ordinary share at a price of $
The Company agrees that as soon as practicable, but in no event later than
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Redemption of Warrants when the Price per Class A Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem all, but not less than all, of the Public Warrants:
| ● | Not earlier than 90 days after the completion of the initial business combination; |
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | provided that the last reported sale price of the Class A ordinary shares for any 20 days within the 30-trading day period ending on the third trading date prior to the date on which notice of the redemption is given equals or exceeds $ |
| ● | either there is an effective registration statement covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the |
| ● | the Company has elected to require the exercise of the Public Warrants on a “cashless basis.” |
If (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $
The Private Warrants are identical to the Public Warrants underlying the Public Units, except that the Private Warrants may be exercised for cash or on a “cashless basis,” the Private Warrants and the Class A ordinary shares issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee.
If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than
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Note 7 — Fair Value Measurements
At March 31, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account were valued at $
The following table presents the fair value information, as of March 31, 2026 and December 31, 2025, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.
The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:
| | | | | | | | | |
| | March 31, 2026 | |||||||
| | (Level 1) | | (Level 2) | | (Level 3) | |||
Assets |
| | |
| | |
| | |
Cash equivalents(1) | | $ | | | $ | — | | $ | — |
Cash and marketable securities held in Trust Account | | $ | | | $ | — | | $ | — |
| | | | | | | | | |
| | December 31, 2025 | |||||||
| | (Level 1) | | (Level 2) | | (Level 3) | |||
Assets | | | |
| | |
| | |
Cash equivalents(1) | | $ | | | $ | — | | $ | — |
Cash and marketable securities held in Trust Account | | $ | | | $ | — | | $ | — |
(1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets.
Measurement
The Company established the initial fair value for the cash and marketable securities held in the Trust Account on January 18, 2023, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on January 18, 2023, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement.
Note 8 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only
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The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The CODM uses net income or loss to manage the business and forecasts to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews significant expenses, which are consistent with those reported on the statements of operations, to manage, maintain, and enforce contractual agreements to ensure costs are aligned with agreements and the budget. The measure of segment assets is reported on the balance sheets as total assets. All segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.
Note 9 — Subsequent Events
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 Amendment”). Pursuant to the Fourth 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.
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 Amendment”). Pursuant to the Fifth 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.
On May 13, 2026, the Company drew an additional $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We refer to this report as our “Quarterly Report on Form 10-Q” and references to “we,” “us” or the “Company” herein reference Israel Acquisitions Corp, a Cayman Islands exempted company. Reference to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Israel Acquisitions Sponsor LLC, a Delaware limited liability company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and “variations” and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of an initial business combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a newly organized blank check company incorporated on August 24, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets, which we refer to throughout this Quarterly Report on Form 10-Q as our initial business combination. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. While we may pursue an initial business combination target in any industry or sector, we intend to focus our search on high-growth technology companies that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection.
Recent Developments
On January 13, 2026, Nasdaq announced its intention to delist our Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The delisting became ten days after the Form 25 was filed. Our Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISRLF”, “ISLUF” and “ISLWF”, respectively.
On January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser of (i) $5,000 or (ii) $0.05 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension.
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In connection with the shareholders’ vote, holders of 295,860 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, $3,683,102 was removed from the Trust Account to pay such holders. Following the aforementioned Redemption, the Company has 6,056,239 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.
On each of January 18, 2026, February 18, 2026, and March 18, 2026, the Company drew an additional $5,000 against the Amended Extension Note to extend the Termination Date by subsequent one - month periods to April 18, 2026. On the required extension deadline date, the Company paid $5,000 to extend the Termination date to May 18, 2026. On May 13, 2026, the Company drew an additional $5,000 against the Amended Extension Note to extend the Termination Date to June 18, 2026.
On January 26, 2025, the Company and Gadfin entered into a business combination agreement (the “BCA”), subsequently amended on July 2, 2025 (at which time Gadfin Regev Holdings Ltd., a company domiciled in Israel, became a party), and December 31, 2025. On March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., entered into a third amendment to the BCA (the “Third Amendment”). Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.
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 Amendment”). Pursuant to the Fourth 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.
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 Amendment”). Pursuant to the Fifth 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.
Results of Operations
As of March 31, 2026, we had not commenced any operations. All activity from inception through March 31, 2026 relates to our formation and initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, our search for a target to consummate a business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering and placed in a U.S.-based trust account (the “Trust Account”). We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2026, we had net loss of $172,916, which consisted of listing expenses of $27,714, administrative expenses of $1,885, legal and accounting expenses of $174,821, dues and subscriptions expense of $13,404, and insurance expense of $27,500, offset by dividends income on marketable securities held in the Trust Account of $72,345, and dividends and interest on cash and cash equivalents of $62.
For the three months ended March 31, 2025, we had net income of $66,653, which consisted of dividends income on marketable securities held in the Trust Account of $234,788, gain on extinguishment of liability of $113,136, and dividends and interest on cash and cash equivalents of $1, offset by listing expenses of $48,243, administrative expenses of $32,167, legal and accounting expenses of $157,178, marketing and advertising expense of $750, and insurance expense of $42,934.
Liquidity, Capital Resources and Going Concern
As of March 31, 2026, we had $32,586 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,841,877 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
Until the consummation of the Initial Public Offering, our only source of liquidity was from the $25,000 of proceeds from our Sponsor’s purchase of Class B ordinary shares, par value $0.0001 per share, and a loan of $237,234 from our Sponsor pursuant to a promissory note to cover certain expenses. The promissory note was repaid in full on January 18, 2023.
Following our Initial Public Offering and the sale of Private Placement Units (the “Private Units”) to the sponsor, a total of $146,625,000 was placed in the Trust Account.
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For the three months ended March 31, 2026, net cash used in operating activities was $82,007. Net loss of $172,916 was adjusted by $90,909 changes in operating assets and liabilities. Net cash provided by investing activities was $3,595,757 related to proceeds from redemption of marketable securities held in Trust Account of $3,683,102, offset by the purchase of marketable securities held in Trust Account of $15,002, as well as dividends received from and reinvestment of marketable securities of $72,342. Net cash used in financing activities was $3,488,102 related to payment of redemptions on Class A ordinary shares subject to redemption of $3,683,102, offset by $195,000 proceeds from drawdowns on the promissory notes with the Sponsor for Trust extension fees and working capital needs.
As of March 31, 2026, we had marketable securities held in the Trust Account of $6,337,572 (including approximately $72,345 of gains on marketable securities) consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination. To the extent that our capital shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of March 31, 2026, we had cash and cash equivalents of $32,586 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. We expect to incur significant costs related to identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year from the date that the financial statements accompanying this Quarterly Report on Form 10-Q are issued.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender. As of March 31, 2026, we did not have any outstanding working capital loans.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of March 31, 2026.
The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, or $5,406,250 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of March 31, 2026.
Recent Accounting Pronouncements
In December 2025, the FASB issued Accounting Standards Update 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies current interim disclosure requirements and provides a comprehensive list of
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required interim disclosures. The guidance also incorporates a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company is currently assessing the impact, if any, that ASU 2025-11 would have on its financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information that is required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serve as our principal financial and accounting officer), to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures are designed to provide a reasonable level of assurance that the objectives of the system will be met.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1.A. Risk Factors
There have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Annual Report. The risks described in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
As of the end of the fiscal quarter ended March 31, 2026,
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
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Exhibit | | Exhibit Description | | Form | | SEC File | | Exhibit | | Filing |
2.1 | Business Combination Agreement, dated as of January 26, 2025, by and among, Israel Acquisitions Corp and Gadfin Ltd. | | 8-K | | 001-41593 | | 2.1 | | January 27, 2025 | |
2.2 | | Amendment No. 1 to the Business Combination Agreement, dated July 2, 2025, by and between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. | | 8-K | | 000-41593 | | 2.2 | | July 3, 2025 |
2.3 | | Amendment No. 2 to the Business Combination Agreement, dated December 31, 2025, by and between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. | | 8-K | | 000-41593 | | 2.3 | | March 9, 2026 |
2.4 | | Amendment No. 3 to the Business Combination Agreement, dated March 13, 2026, by and between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. | | 8-K | | 000-41593 | | 2.4 | | March 17, 2026 |
2.5 | | Amendment No. 4 to the Business Combination Agreement, dated April 15, 2026, by and between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. | | 8-K | | 001-41593 | | 2.5 | | April 17, 2026 |
2.6 | | Amendment No. 5 to the Business Combination Agreement, dated May 15, 2026, by and between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. | | 8-K | | 001-41593 | | 2.6 | | May 15, 2026 |
3.1 | | Fifth Amended and Restated Memorandum and Articles of Association, adopted on January 16, 2026. | | 8-K | | 001-41593 | | 3.1 | | January 22, 2026 |
10.1 | | Waiver to the Administrative Services Agreement, dated December 31, 2025 by and among the Company and the Sponsor | | 8-K | | 001-41593 | | 10.1 | | January 2, 2026 |
10.2 | | Amendment to the Investment Management Trust Agreement, dated January 16, 2026, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC. | | 8-K | | 001-41593 | | 10.1 | | January 22, 2026 |
31.1* |
| Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
| Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d -14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1** |
| Certification of Chief Executive Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2** |
| Certification of Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* | | XBRL Instance Document | | | | | | | | |
101.SCH* | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
101.LAB* |
| XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
104 | | Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101. | | | | | | | | |
* | Filed herewith. |
** | Furnished herewith. |
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PART III – SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ISRAEL ACQUISITIONS CORP | |
Date: May 15, 2026 | By: | /s/ Ziv Elul |
| Name: | Ziv Elul |
| Title: | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
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Date: May 15, 2026 | By: | /s/ Sharon Barzik Cohen |
| Name: | Sharon Barzik Cohen |
| Title: | Chief Financial Officer and Director |
| | (Principal Financial and Accounting Officer) |
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