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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 17, 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

 

2025 Extension Note

 

On January 17, 2025, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note to Israel Acquisitions Sponsor LLC (the “Sponsor”) in the amount of $335,131.44 to pay for up to twelve additional one-month extension payments (the “2025 Extension Note”). On January 17, 2025, the Company drew $27,927.62 against the 2025 Extension Note to pay for an additional one-month extension. The 2025 Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation.

 

The foregoing description of the 2025 Extension Note is a summary only and is qualified in its entirety by reference to the full text of the 2025 Extension Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Promissory Note dated January 17, 2025, by and between 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 22, 2025