[10-K/A] Israel Acquisitions Corp Warrant Amends Annual Report

Rhea-AI Filing Summary

Israel Acquisitions Corp (Nasdaq: ISRLU / ISRL / ISRLW) filed Amendment No. 1 to its Form 10-K for the year ended 31 December 2024. The sole purpose of the 10-K/A is to include previously omitted Exhibit 97.1 – the company’s executive compensation Clawback Policy. No financial statements or operating disclosures have been added, removed, or revised.

Key administrative points:

• Exhibit Index updated to add the Clawback Policy and to provide current Section 302 certifications (Exhibits 31.1 & 31.2). Paragraphs 3-5 of the certifications are intentionally omitted because the amendment contains no financial statements.
• No impact on prior financial results; the filing expressly states that the original Form 10-K, filed 31 March 2025, remains unchanged in all other respects.
• Shell-company status unchanged; the SPAC continues to be classified as a non-accelerated filer, smaller reporting company, and emerging growth company.
• Aggregate market value of public float as of 28 June 2024: $79.9 million; Class A shares outstanding as of 31 March 2025: 1,560,432.

Because the amendment is limited to governance documentation, it is administrative in nature and should not materially affect the investment thesis.

Positive

• Addition of a formal Clawback Policy (Exhibit 97.1) improves executive accountability and aligns with SEC and Nasdaq governance requirements.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine 10-K/A adds missing clawback policy; neutral financial impact, modest governance positive.

The amendment corrects an omission by attaching Exhibit 97.1, ensuring compliance with SEC Listing Rule 10D. By also filing fresh Section 302 CEO/CFO certifications, the company closes a minor disclosure gap without reopening its financials. There are no restatements, metric changes, or additional risk factors. For investors, the update modestly strengthens governance oversight but does not alter valuation drivers, pending de-SPAC transactions with Pomvom Ltd. and Gadfin Ltd. Overall impact: neutral-to-slightly-positive from a controls perspective.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to ____________________________________

Commission File Number: 001-41593

ISRAEL ACQUISITIONS CORP

(Exact name of registration as specified in its charter)

Cayman Islands		87-3587394
(State or other jurisdiction of incorporation or organization)		(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)

(800) 508-1531

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨ No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨ No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (17 CFR §232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

The aggregate market value of the ordinary shares held by non-affiliates of the registrant, computed as of June 28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), was $79,855,765 (based on the $11.00 closing sale price of the Registrant’s Class A ordinary shares on such date).

As of March 31, 2025, there were 1,560,432 Class A ordinary shares, par value $0.0001 per share issued and outstanding.

Documents incorporated by reference:

The Annual Report on Form 10-K filed by Israel Acquisitions Corp, filed with the United States Securities and Exchange Commission on March 31, 2025, is hereby incorporated by reference in its entirety (including into Parts I, II, and III).

Auditor Firm ID	Auditor Name	Auditor Location
243	BDO USA, P.C	New York

EXPLANATORY NOTE

Israel Acquisitions Corp (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) for the year ended December 31, 2024, to amend the Company’s Annual Report on Form 10-K, originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the “Original 10-K”), and the Original 10-K is incorporated by reference herein. The Original Form 10-K omitted Exhibit 97.1, which is the Company’s Clawback Policy. The Company is filing this Amendment No. 1 solely to include the omitted exhibit.

Pursuant to the rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currently dated certifications from our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Amendment No. 1. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not filing any financial statements with this Amendment No. 1.

This Amendment No. 1 speaks as of the original filing date of the Original Form 10-K. No other information included in the Original Form 10-K has been modified or updated in any way. The Original Form 10-K continues to speak as of the date of the original filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the original filing other than as expressly indicated in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other SEC filings.

Item 15. Exhibits, Financial Statement Schedules.

(a)(3) Exhibits:

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

(b) Exhibits:

See Item 15(a)(3) above.

SIGNATURES

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, thereunto duly authorized.

Dated: June 23, 2025

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name			Position		Date
By:	/s/ Ziv Elul		Chief Executive Officer and Director		June 23, 2025
	Ziv Elul		(Principal Executive Officer)
By:	/s/ Sharon Barzik Cohen		Chief Financial Officer and Director		June 23, 2025
	Sharon Barzik Cohen		(Principal Financial and Accounting Officer)
By:	/s/ Izhar Shay		Director (Chairman)		June 23, 2025
	Izhar Shay
By:	/s/ Candice Beaumont		Director		June 23, 2025
	Candice Beaumont
By:	/s/ Peter Cohen		Director		June 23, 2025
	Peter Cohen
By:	/s/ Roy Zisapel		Director		June 23, 2025
	Roy Zisapel
By:	/s/ Daniel Recanati		Director		June 23, 2025
	Daniel Recanati

EXHIBIT INDEX

				Incorporated by Reference
Exhibit  No.		Exhibit Description		Form		SEC File No.		Exhibit		Filing Date
1.1		Underwriting Agreement, dated January 12, 2023, by and among the Company and BTIG, LLC, as representative of the several underwriters.		8-K		001-41593		1.1		January 19, 2023
2.1		Business Combination Agreement, dated as of January 2, 2024, by and between the Company and Pomvom Ltd.		8-K		001-41593		2.1		January 2, 2024
2.2		Amendment No. 1 to the Business Combination Agreement, dated April 22, 2024, by and between Israel Acquisitions Corp and Pomvom Ltd.		8-K		001-41593		2.2		April 24, 2024
2.3		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
3.1		Third Amended and Restated Memorandum and Articles of Association, dated January 8, 2024		8-K		001-41593		3.1		January 11, 2024
3.2		Fourth Amended and Restated Memorandum and Articles of Association, adopted on January 6, 2025.		8-K		001-41593		3.1		January 10, 2025
4.1		Specimen Unit Certificate		S-1		333-263658		4.1		August 31, 2022
4.2		Specimen Class A Ordinary Share Certificate		S-1		333-263658		4.2		August 31, 2022
4.3		Specimen Warrant Certificate (included in Exhibit 4.4)		S-1		333-263658		4.4		August 31, 2022
4.4		Warrant Agreement, dated January 12, 2023, by and between the Company and American Stock Transfer & Trust Company, as warrant agent.		8-K		001-41593		4.1		January 19, 2023
4.5		Description of Securities		10-K		001-41593		4.5		April 17, 2023
10.1		Letter Agreement, dated January 12, 2023, by and among the Company, its executive officers, its directors and Israel Acquisitions Sponsor LLC.		8-K		001-41593		10.1		January 19, 2023
10.2		Investment Management Trust Agreement, dated January 12, 2023, by and between the Company and American Stock Transfer & Trust Company, as trustee.		8-K		001-41593		10.2		January 19, 2023
10.3		Registration Rights Agreement, dated January 12, 2023, by and among the Company, Israel Acquisitions Sponsor LLC, BTIG, LLC, Exos Capital LLC and JonesTrading Institutional Services LLC.		8-K		001-41593		10.3		January 19, 2023
10.4		Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and Israel Acquisitions Sponsor LLC.		8-K		001-41593		10.4		January 19, 2023
10.5		Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and BTIG, LLC.		8-K		001-41593		10.5		January 19, 2023

10.6		Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and Exos Capital LLC.		8-K		001-41593		10.6		January 19, 2023
10.7		Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and JonesTrading Institutional Services LLC.		8-K		001-41593		10.7		January 19, 2023
10.8		Administrative Services Agreement, dated January 12, 2023, by and between the Company and Israel Acquisitions Sponsor LLC.		8-K		001-41593		10.8		January 19, 2023
10.9		Form of Indemnity Agreement		S-1		333-263658		10.5		August 31, 2022
10.10		Promissory Note, dated January 26, 2022, issued to the Sponsor.		S-1		333-263658		10.7		March 17, 2022
10.11		Securities Subscription Agreement, dated January 26, 2022, between the Company and Israel Acquisitions Sponsor LLC.		S-1		333-263658		10.8		March 17, 2022
10.12		Sponsor Support Agreement, dated January 2, 2024, by and among the Company, Pomvom Ltd. and Israel Acquisitions Sponsor LLC.		8-K		001-41593		10.1		January 2, 2024
10.13		Form of Transaction Support Agreement.		8-K		001-41593		10.2		January 2, 2024
10.14		Form of Registration Rights and Lock-Up Agreement.		8-K		001-41593		10.3		January 2, 2024
10.15		Amendment to the Investment Management Trust Agreement, dated January 8, 2024, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC.		8-K		001-41593		10.1		January 11, 2024
10.16		Amended and Restated Sponsor Support Agreement, dated April 19, 2024, by and among the Company, Pomvom Ltd. and Israel Acquisitions Sponsor LLC.		10-Q		001-41593		10.1		May 15, 2024
10.17		Promissory Note, dated January 18, 2024, by and between the Company and Israel Acquisitions Sponsor.		10-Q		001-41593		10.5		May 15, 2024
10.18		Promissory Note, dated July 17, 2024, between the Company and Israel Acquisitions Sponsor LLC.		10-Q		001-41593		10.1		August 14, 2024
10.19		Amendment to the Investment Management Trust Agreement, dated January 6, 2025, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC.		8-K		001-41593		10.1		January 10, 2025
10.20		Promissory Note dated January 17, 2025, by and between the Company and the Sponsor		8-K		001-41593		10.1		January 22, 2025
10.21		Form of Sponsor Support Agreement.		8-K		001-41593		10.1		January 27, 2025
10.22		Form of Transaction Support Agreement.		8-K		001-41593		10.2		January 27, 2025
97.1*		Clawback Policy
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.		10-K		001-41593		31.1		March 31, 2025
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.		10-K		001-41593		31.2		March 31, 2025
31.3*		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.
31.4*		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.

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.
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.
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
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

** These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

FAQ

Why did Israel Acquisitions Corp (ISRLW) file a Form 10-K/A?

To attach the previously omitted Exhibit 97.1 – Clawback Policy and update CEO/CFO Section 302 certifications.

Does the 10-K/A change any 2024 financial statements for ISRLW?

No. No financial statements were included or amended; the original 10-K figures remain unchanged.

Is the amendment related to Israel Acquisitions Corp’s pending business combinations?

No. The filing is purely administrative and does not modify the Pomvom or Gadfin transaction terms.

How many Class A shares of ISRL were outstanding as of 31 March 2025?

1,560,432 shares were issued and outstanding.

What is the market value of ISRL’s public float noted in the 10-K/A?

As of 28 June 2024, the public float was $79,855,765 based on an $11.00 share price.