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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):
March 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 |
|
ISLUF |
|
N/A |
| Class A ordinary shares, par value $0.0001 per share |
|
ISRLF |
|
N/A |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
ISLWF |
|
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
*The registrant’s units, Class A ordinary shares, par value $0.0001
per share and warrants each trade on the OTC Markets under the trading symbols “ISLUF”, “ISRLF” and “ISLWF”,
respectively.
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in
the Current Reports on Form 8-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2025
and July 3, 2025, and the Current Report on Form 8-K/A filed March 9, 2026, Israel Acquisitions Corp, a Cayman Islands exempted company
(the “Company”) entered into a business combination agreement on January 26, 2025, as amended on July 2, 2025 and December
31, 2025 (the “BCA”) with Gadfin Ltd., a company domiciled in Israel (“Gadfin”).
Pursuant to Section 8.3 of
the BCA, the BCA may be amended, modified or supplemented by an agreement in writing executed by the Company and Gadfin. On March 13,
2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a third amendment to the BCA (the
“Third BCA Amendment”). Pursuant to the Third BCA Amendment, the Company and Gadfin agreed to revise Section 7.1(d)
to extend the termination date to April 15, 2026. All other termination rights under the BCA remain.
The foregoing description
of the Third BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Third BCA Amendment,
which is attached hereto as Exhibit 2.4, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 2.1* |
|
Business Combination Agreement, dated as of January 26, 2025, by and among, Israel Acquisitions Corp and Gadfin Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 27, 2025) |
| |
|
|
| 2.2 |
|
Amendment No. 1 to the Business Combination Agreement, dated July 2, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on July 3, 2025) |
| |
|
|
| 2.3 |
|
Amendment No. 2 to the Business Combination Agreement, dated December 31, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K/A filed by the Company on March 9, 2026). |
| |
|
|
| 2.4 |
|
Amendment No. 3 to the Business Combination Agreement, dated March 13, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline document) |
* Certain exhibits and schedules to this Exhibit
have been omitted in accordance with Regulation S-K, Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
ISRAEL AcquisitionS Corp |
| |
|
| |
By: |
/s/ Ziv Elul |
| |
|
Name: |
Ziv Elul |
| |
|
Title: |
Chief Executive Officer and Director |
| |
|
| Dated: March 17, 2026 |
|
