Nasdaq plans delisting of Israel Acquisitions Corp (NASDAQ: ISRL)

Rhea-AI Filing Summary

Israel Acquisitions Corp reported that Nasdaq plans to delist all of its publicly traded securities. According to a Nasdaq press release issued under Nasdaq Listing Rule 5830 and Exchange Act Rule 12d2-2, Nasdaq intends to delist the company’s Class A ordinary shares, its units $11.50 per share.

The delisting will become effective ten days after Nasdaq files a Form 25 to remove the securities from listing. The Nasdaq press release is being furnished as an exhibit and is not deemed filed for liability purposes under the Exchange Act.

Positive

• None.

Negative

• Nasdaq delisting of Israel Acquisitions Corp Class A shares, units and redeemable warrants, effective ten days after Nasdaq files a Form 25.

Insights

Equity markets and listing standards analyst

Nasdaq plans to delist Israel Acquisitions Corp securities, removing exchange trading.

The disclosure states that Nasdaq plans to delist all listed securities of Israel Acquisitions Corp, including Class A ordinary shares, units, and redeemable warrants, each whole warrant exercisable for one share at $11.50. Delisting means these securities will no longer trade on the Nasdaq Stock Market and would need to rely on alternative trading venues, if any.

The effective date is ten days after Nasdaq files a Form 25, giving a short transition window before removal from the exchange. This kind of delisting is typically seen as adverse for liquidity and pricing transparency because major-exchange trading access is lost. The filing also notes that the Nasdaq press release is furnished, not filed, which limits associated Exchange Act Section 18 liability.

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 13, 2026

ISRAEL ACQUISITIONS CORP

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41593		87-3587394
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas		78738
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 508-1531

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant		ISRLU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ISRL		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		ISRLW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 13, 2026, the Nasdaq Stock Market LLC (“Nasdaq”) issued a press release (the “Nasdaq Press Release”) pursuant to Nasdaq Listing Rule 5830 and Rule 12d2-2 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, regarding the delisting of the securities of Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the Nasdaq Press Release, Nasdaq plans to delist the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), (ii) units, each consisting of one Class A Ordinary Share and one redeemable warrant and redeemable warrants, each whole warrant exercisable for one Class A Ordinary Shares, each at an exercise price of $11.50 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share (collectively, the “Delisting”). The Delisting will become effective ten days after Nasdaq files a Form 25.

The Nasdaq Press Release is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall the Nasdaq Press Release be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Nasdaq Press Release
104		Cover Page Interactive Data File (embedded within the Inline document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2026

ISRAEL ACQUISITIONS CORP.
By:	/s/ Ziv Elul
Name:	Ziv Elul
Title:	Chief Executive Officer and Director

FAQ

What did Israel Acquisitions Corp (ISRL) disclose in this 8-K?

The company disclosed that Nasdaq plans to delist its securities, including Class A ordinary shares, units, and redeemable warrants, following a Nasdaq press release under Listing Rule 5830 and Exchange Act Rule 12d2-2.

Which Israel Acquisitions Corp (ISRL) securities are affected by the Nasdaq delisting?

The planned delisting covers Class A ordinary shares, units redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

When will the Israel Acquisitions Corp (ISRL) Nasdaq delisting become effective?

The filing states that the delisting will become effective ten days after Nasdaq files a Form 25 to remove the securities from listing.

What is the role of the Nasdaq press release mentioned by Israel Acquisitions Corp (ISRL)?

Nasdaq issued a press release describing the planned delisting pursuant to Nasdaq Listing Rule 5830 and Exchange Act Rule 12d2-2, and Israel Acquisitions Corp furnished this release as Exhibit 99.1.

Does the Nasdaq press release for Israel Acquisitions Corp (ISRL) count as a filed document?

The company notes that the Nasdaq press release is furnished and not deemed filed for purposes of Section 18 of the Exchange Act, and it is not incorporated by reference into other filings unless specifically referenced.

Is Israel Acquisitions Corp (ISRL) an emerging growth company?

Yes. The filing indicates that Israel Acquisitions Corp is an emerging growth company as defined under the Securities Act and Exchange Act rules.