United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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 11, 2024 (
(Exact Name of Registrant as Specified in its Charter)
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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
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Item 1.01 Entry into a Material Definitive Agreement
As approved by the shareholders of Israel Acquisitions Corp (the “Company”), by special resolution, at an extraordinary general meeting of shareholders held on January 8, 2024 (the “Meeting”), on January 8, 2024, the Company entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of January 12, 2023, with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”). Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete an initial business combination from January 18, 2024 (the “Termination Date”) up to twelve (12) times, with each extension comprised of one month (each an “Extension”), from the Termination Date to January 18, 2025, by providing five days’ advance notice to the Trustee prior to the applicable Extended Date (as defined below) and depositing into the trust account (the “Trust Account”) the lesser of (i) $50,000 or (ii) $0.02 per Class A ordinary share of the Company, par value $0.0001 per share and sold as part of the units in the IPO (the “Public Shares”), multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension up until January 18, 2025 (assuming an initial business combination has not occurred), in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination (the “Trust Agreement Amendment Proposal”).
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by the Company’s shareholders at the Meeting on January 8, 2024, by special resolution, the Company amended the Company’s Second Amended and Restated Memorandum and Articles of Association on January 8, 2024, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the definitive proxy statement filed with the Securities and Exchange Commission on December 20, 2023 (the “Extension Amendment”), reflecting the extension of the date by which the Company must consummate an initial business combination from the Termination Date up to twelve (12) times to January 18, 2025, with each Extension comprised of one month (i.e., for a period of time ending up to 24 months after the consummation of the Company’s initial public offering) for a total of twelve (12) months after the Termination Date (assuming an initial business combination has not occurred) (the “Extension Amendment Proposal”). The end date of each Extension shall be referred to herein as the “Extended Date.”
The foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Form of Third Amended and Restated Memorandum and Articles of Association, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 8, 2024, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution the Extension Amendment Proposal, (2) a proposal to approve by special resolution the Trust Agreement Amendment Proposal, and (3) a proposal to adjourn the Meeting to a later date or dates if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).
The Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each proposal are set forth below.
Proposal No. 1 - Extension Amendment Proposal
The Extension Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 15,036,259 | 445,301 | 0 |
Proposal No. 2 - Trust Agreement Amendment Proposal
The Trust Agreement Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 15,036,259 | 445,301 | 0 |
Proposal No. 3 - Adjournment Proposal
The Adjournment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
| FOR | AGAINST | ABSTAIN | ||
| 15,036,259 | 445,301 | 0 |
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Meeting, holders of 7,115,385 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, an estimated $75,921,157.95 (approximately $10.67 per share) will be removed from the Trust Account to pay such holders and an estimated $77,956,971.40 will remain in the Trust Account. Following the aforementioned Redemption, the Company will have 12,813,782 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Form of Third Amended and Restated Memorandum and Articles of Association, adopted on January 8, 2024. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated January 8, 2024, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
SIGNATURE
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 hereunto duly authorized.
| ISRAEL AcquisitionS Corp | ||
| By: | /s/ Ziv Elul | |
| Name: Ziv Elul | ||
| Title: Chief Executive Officer | ||
| Date: January 11, 2024 | ||