Israel Acquisitions Corp (ISRL) extends Gadfin merger termination date to April 15, 2026

Rhea-AI Filing Summary

Israel Acquisitions Corp entered into a Third Amendment to its business combination agreement with Gadfin Ltd. and Gadfin Regev Holdings Ltd. On March 13, 2026, the parties agreed to revise Section 7.1(d) of the agreement to extend the deal’s termination date to April 15, 2026, giving them additional time to close or otherwise resolve the proposed business combination. All other termination rights in the original and prior amended agreements remain in place. The new amendment is filed as Exhibit 2.4 alongside the original January 26, 2025 agreement and the first two amendments.

Insights

SPAC and M&A specialist

The extension keeps the Gadfin deal alive but doesn’t change terms.

The amendment extends the business combination agreement termination date to April 15, 2026, allowing Israel Acquisitions Corp and Gadfin more time to complete conditions or negotiations without altering other contractual termination rights.

This kind of short-dated extension is common in SPAC transactions when approvals, documentation, or closing mechanics take longer than expected. The filing does not modify deal economics, only the window during which the parties can still close or terminate under existing provisions.

Subsequent company disclosures will indicate whether the combination closes by April 15, 2026, is further amended, or is terminated under the preserved termination rights, which will shape the SPAC’s path forward.

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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

FAQ

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

Israel Acquisitions Corp amended its business combination agreement with Gadfin to extend the termination date to April 15, 2026. All other termination rights remain unchanged, so only the timeline for potentially closing or ending the transaction was adjusted in this amendment.

What is the new termination date for the Israel Acquisitions Corp and Gadfin deal?

The new termination date for the Israel Acquisitions Corp and Gadfin business combination agreement is April 15, 2026. This gives the parties extra time to satisfy closing conditions or decide on termination while keeping all other termination provisions from the original agreement intact.

How many times has the Israel Acquisitions Corp–Gadfin agreement been amended?

The Israel Acquisitions Corp–Gadfin business combination agreement has been amended three times. The original agreement was dated January 26, 2025, followed by amendments on July 2, 2025, December 31, 2025, and a third amendment dated March 13, 2026 extending the termination date.

Who are the parties to the Israel Acquisitions Corp Third BCA Amendment?

The Third BCA Amendment involves Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. All three entities agreed in writing to modify Section 7.1(d) of the existing business combination agreement, specifically to extend the termination date to April 15, 2026 under the same termination framework.

Where can investors find the full text of the Third BCA Amendment for ISRL?

The full text of the Third BCA Amendment is filed as Exhibit 2.4 in the current report. Earlier documents, including the original business combination agreement and prior amendments, are incorporated by reference as Exhibits 2.1, 2.2, and 2.3 within the same filing package.

Did Israel Acquisitions Corp change any other termination rights in this amendment?

No, Israel Acquisitions Corp did not change other termination rights in this amendment. The Third BCA Amendment only revises Section 7.1(d) to extend the termination date to April 15, 2026, while explicitly stating that all other termination rights under the business combination agreement remain.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-2.4 EXHIBIT 2.4 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.3 KB