Israel Acquisitions Corp (NASDAQ: ISRL) sponsor waives $240K fees

Rhea-AI Filing Summary

Israel Acquisitions Corp entered into a waiver with its sponsor that eliminates certain administrative service fees. The sponsor agreed to waive the $10,000 per month it was entitled to receive until the company completes an initial business combination or is liquidated, as well as $240,000 of administrative fees that had already accrued.

This change reduces the company’s ongoing overhead and forgives past amounts owed to its sponsor, helping preserve cash within the special purpose acquisition company structure.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

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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): December 31, 2025

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 1.01. Entry into a Material Definitive Agreement.

On January 12, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into an Administrative Services Agreement (the “Agreement”), with Israel Acquisitions Sponsor LLC (the “Sponsor”, together with the Company, the “Parties”). On December 31, 2025, the Parties 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 $10,000 per month owed to the Sponsor until the consummation by the Company of an initial business combination or the Company’s liquidation, and (ii) the $240,000 accrued fees to date.

The foregoing description of the Waiver is only a summary and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Waiver to the Administrative Services Agreement, dated as of December 31, 2025, by and among, the Company and the Sponsor
104		Cover Page Interactive Data File (embedded within the Inline document)

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: January 2, 2026

FAQ

What agreement did ISRL report in this 8-K filing?

Israel Acquisitions Corp reported a waiver to its Administrative Services Agreement with Israel Acquisitions Sponsor LLC, under which the sponsor agreed to forgo certain administrative fees.

How much in accrued administrative fees did ISRL’s sponsor waive?

The sponsor waived $240,000 in administrative fees that had already accrued under the Administrative Services Agreement.

What ongoing monthly fee was waived for Israel Acquisitions Corp (ISRL)?

The waiver covers the $10,000 per month administrative fee that would have been payable to the sponsor until ISRL completes an initial business combination or is liquidated.

Who are the parties to the waived Administrative Services Agreement for ISRL?

The parties are Israel Acquisitions Corp and Israel Acquisitions Sponsor LLC, referred to together as the Parties in the agreement and waiver.

When was the waiver of administrative fees for ISRL executed?

The waiver to the Administrative Services Agreement was entered into on December 31, 2025.

Where can investors find the full text of ISRL’s fee waiver?

The full text of the waiver is filed as Exhibit 10.1, titled “Waiver to the Administrative Services Agreement, dated as of December 31, 2025.”