Israel Acquisitions Corp

The amended May 31, 2026 termination date directly resets the effective deadline for shareholders to exercise redemption rights or retain positions ahead of a final go/no-go determination. Because the registrant trades its Class A ordinary shares, units, and warrants under trading symbols ISLRF, ISLUF, and ISLWF on OTC Markets rather than a national exchange, the compressed timeline adds urgency to liquidity and capital allocation decisions. The filing confirms existing warrant terms, noting each whole warrant remains exercisable for one Class A ordinary share at an exercise price of $11.50 per share, affirming that capital structure parameters remain intact. No figures regarding trust account balances, cash available for distribution, projected revenue, customer concentrations, technology roadmaps, or strategic partnerships were disclosed in the submitted text.

This executed amendment materially compresses the transaction timeline by advancing the hard stop from the previously tracked January 18, 2027 expiration to May 31, 2026. For investors tracking liquidation triggers, redemption windows, and extension votes, the accelerated cutoff means trust distributions or default mechanics may activate sooner than anticipated, assuming no further amendments are filed. The registrant’s cover page confirms the outstanding warrants carry an exercise price of $11.50 per share, while the filing introduces no updated financial metrics, customer claims, market sizing, technology disclosures, or personnel changes regarding Gadfin or the sponsor.

The filing provides updated financial health, redemption activity, extension costs, and deal timeline. It signals rising cash burn, sponsor support dependence, and ongoing risk of liquidation if the Gadfin merger fails to close by the extended deadline (currently June 18, 2026 per subsequent event).

The extension alters the near-term mechanical deadline for consummating the deal but operates within the SPAC's broader expiration window of January 18, 2027. Because the filing only adjusts the contractual sunset for closing, it does not modify shareholder redemption triggers, trust fund distribution mechanics, or warrant economics (the text notes redeemable warrants at an exercise price of $11.50 per share and Class A ordinary shares at a par value of $0.0001 per share). The document contains no claims about target customers, revenue metrics, technology disclosures, market size, or sponsor conduct; the registrant provided zero supplemental operating or financial data alongside the amended merger terms.

The amendment imposes a firm contractual deadline of May 15, 2026, for either consummation or termination, creating near-term execution pressure that operates independently of the SPAC’s broader January 18, 2027 liquidation deadline. Because the amendment explicitly bars either party from invoking the May 15, 2026 termination right if their own breach proximately caused the delay, the filing underscores continued active negotiation while limiting opportunistic walkaways. No operational data, revenue projections, customer lists, market sizing, technology pipelines, partnership announcements, litigation disclosures, or sponsor conduct allegations are contained in this purely administrative filing. All structural, pricing, and timeline assertions are sourced directly from the executed amendment and the accompanying 8-K cover page.

The filing reveals the SPAC's precarious financial position: only $9.9 million in trust, a $2.6 million working capital deficit, and $6,938 in cash outside trust, while the deadline to close the Gadfin deal has been extended to April 15, 2026 (with further monthly extensions possible to January 18, 2027). The Nasdaq delisting reduces liquidity and makes raising capital harder. The Sponsor's waiver of fees and provision of loans indicate support, but the company may lack sufficient funds to close the transaction or meet minimum cash conditions. The BTIG advisory agreement transfers the deferred underwriting fee to an advisory fee and shares, impacting economics. The Cadence of amendments suggests the deal is progressing but faces hurdles. Investors should watch for shareholder votes on the business combination, further redemptions, and the company's ability to secure additional financing.

The sequential amendments—initially dated January 26, 2025, followed by revisions on July 2, 2025 and December 31, 2025—indicate prolonged execution or regulatory pacing for the proposed merger. As reported in the filing, the target operates under Standard Industrial Classification code 05 Real Estate & Construction. Transaction authority rests with Ziv Elul, signing as Chief Executive Officer and Director of Israel Acquisitions Corp, and Eyal Regev, signing as CEO & Director of Gadfin Ltd. and Sole-Director of Gadfin Regev Holdings Ltd. The 8-K registration data also restates existing security terms without modification: Class A ordinary shares retain a par value of $0.0001 per share, and whole redeemable warrants maintain an exercise price of $11.50 per share. The document contains no claims regarding revenue, customer concentration, market size, technology, strategic partnerships, litigation, or personnel changes beyond the signatories.

This filing mechanically extends the contractual deadline for closing the proposed business combination, pushing back the termination trigger from the previous cutoff to April 15, 2026. According to the document, this adjustment does not alter Israel Acquisitions Corp’s publicly disclosed liquidation deadline of January 18, 2027, change trust account mechanics, modify shareholder redemption terms, or introduce sponsor cash extensions. The filing attributes execution of the amendment to Chief Executive Officer and Director Ziv Elul for the SPAC, and to CEO & Director Eyal Regev and Sole-Director Eyal Regev for Gadfin Ltd. and Gadfin Regev Holdings Ltd., respectively. Beyond these timeline and signature acknowledgments, the document contains no substantive claims regarding customers, revenue, market size, strategic technology, commercial partnerships, or ongoing litigation; it operates strictly as a procedural amendment to the merger contract.

By stripping automatic extension rights and setting a hard termination deadline of March 16, 2026, the registrant has mechanically compressed the permissible deal window relative to the public shell’s stated January 18, 2027 expiration. This eliminates rolling extension uncertainty and creates a firm calendar constraint for final approvals, shareholder votes, and potential redemptions, effectively accelerating the timeline for investors evaluating whether to hold through a March deadline or seek liquidity earlier. Concurrently, the sponsor’s voluntary waiver of $10,000 monthly and $240,000 in accrued administrative expenses reduces the SPAC’s cash burn, preserving more trust-account balance to cover transaction costs or satisfy redemption payouts without requiring additional sponsor capital calls. The filing confirms the acquisition target remains Gadfin Ltd., a company domiciled in Israel, but contains no revenue forecasts, market size estimates, or partnership commitments.

This filing materially rewrites the deal timeline mechanics: the December 31, 2025 amendment collapses the execution window to March 16, 2026 and strips away the contractual framework that previously permitted automatic, procedural extensions. That structural removal increases governance and redemption timing risk for shareholders evaluating continuation against the originally established January 26, 2025 merger announcement window. Cash conservation improves through the sponsor’s documented waiver of $240,000 in historical fees and the $10,000-per-month suspension going forward, leaving additional capital in the trust account pending any future vote or liquidation. Outside these contract and fee adjustments, the document contains no commercial assertions. It provides zero disclosures on target company customer bases, revenue streams, market sizing, technology platforms, strategic partnerships, executive transitions, or pending litigation. The warrant instrument carries a stated $11.50 per share exercise price per the cover page, which remains unchanged by this filing.

The extension mechanism shifts the ultimate liquidation horizon to January 18, 2027, but imposes mandatory monthly cash calls on the sponsor that will further deplete the Trust Account unless covered by the $5,000 minimum floor. The loss of Nasdaq listing status alters the liquidity profile and regulatory oversight of ISRLF, potentially impacting shareholder access and pricing efficiency. Per the Fifth Amended and Restated Memorandum and Articles of Association adopted January 16, 2026, any subsequent business combination must demonstrate an aggregate fair market value of at least 80% of net trust assets. The charters also codify a $5,000,001 net tangible asset condition for consummating deals or overriding certain redemption rights, alongside provisions allowing the sponsor to waive anti-dilution adjustments and renouncing corporate opportunities to the Investor Group. Dissolution expenses are capped at up to $100,000 of net interest withdrawn from the Trust Fund.

The exchange termination fundamentally alters SPAC settlement mechanics by removing public trading infrastructure ahead of the January 18, 2027 redemption/combination deadline. Investors tracking redemption deadlines, trust value preservation, and sponsor conduct should anticipate reliance on transfer-agent-led distribution protocols, OTC market quotation status, and non-standard shareholder communication channels. Nasdaq Staff attributes the listing loss to unmet qualification standards; the Company did not contest the ruling. Beyond the regulatory delisting action, the filing discloses no data regarding merger targets, per-share trust account balances, revenue streams, addressable market sizes, strategic roadmaps, technology assets, partner contracts, leadership transitions, or pending litigation.

As Nasdaq indicated, the delisting removes official exchange listing protections and severely constrains secondary market liquidity for public shareholders approximately eighteen months before the scheduled deadline. The earlier suspension starting December 4, 2025 points to prolonged adverse pricing, volume deficiencies, or administrative hurdles that may challenge sponsor governance, warrant exercisability, and capital preservation ahead of any eventual redemption or liquidation vote. Tracking parties should anticipate follow-up disclosures regarding trustee procedures, optional extensions, or accelerated wind-down steps once the Form 25 filing clock completes its ten-day runway.

The Nasdaq press release does not identify the basis for the delisting, instead directing investors to review public filings or contact the company directly regarding whether securities will trade on an alternative venue. The filing confirms the capital composition: each unit holds one Class A ordinary share and one redeemable warrant, with the warrant carrying an $11.50 exercise price and the shares carrying a $0.0001 par value. For investors tracking deal progress and sponsor conduct, the listing termination and prolonged trading halt create material execution uncertainty for a pending business combination, potentially forcing the sponsor to address Nasdaq compliance failures, negotiate additional extension periods, or initiate liquidation procedures to satisfy outstanding shareholder redemption rights. No revenue targets, customer concentrations, technology claims, or merger candidate details are provided in this submission.

For investors tracking redemption calendars and sponsor conduct, the waiver reduces ongoing cash burn at $10,000 monthly while eliminating a $240,000 liability, marginally preserving capital available for working capital or transaction expenses prior to the fixed January 18, 2027 deadline. Because no extension is requested and the trust accounting framework remains untouched, shareholders must continue operating under the existing redemption timeline and warrant terms ($11.50 per share exercisable for one Class A ordinary share). The sponsor’s decision to forgive both prospective and historical administrative fees signals alignment with shareholder economics ahead of the closing window, though the complete absence of deal updates requires investors to await further filings for merger-specific developments.

The complete fee waiver signals sponsor conduct favoring capital preservation for the announced target combination over continued corporate overhead funding, which investors evaluating redemption economics or pro forma net asset values should factor into their models. The filing contains no assertions regarding the target entity’s customers, revenue streams, market size, commercial strategy, technology, partnerships, litigation exposure, or broader organizational personnel. All referenced dollar amounts, dates, and operational terms originate exclusively from the executed Waiver text and the registrant’s cover-page security listings.

This filing provides the definitive redemption mechanics and timeline for public shareholders. The trust has ~$9.9M, equating to ~$12.72 per share, above the OTC closing price of $12.36, offering a small premium for redemption. The extension is virtually assured given sponsor voting control. The delisting to OTC reduces liquidity and may pressure shareholders to redeem. The Gadfin deal is still in progress but not guaranteed; the extension provides time but also increases risk of further trust erosion via interest payments for taxes. The BTIG advisory fee (cash from trust + shares) is a notable sponsor conduct item.

This filing is critical for investors as it outlines the timeline and conditions for the SPAC's continued existence. If the extension is not approved, the SPAC will liquidate by January 18, 2026. The filing also provides key details on the Gadfin deal structure, sponsor conduct, and Nasdaq compliance risk, which directly affect the redemption decision and the potential value of the investment.

Delisting from Nasdaq typically narrows the bidder universe and suppresses trading volume prior to redemption periods, amplifying price volatility and execution risk for public holders. The explicit Company warnings regarding limited OTC market depth, uncertain broker-dealer quoting, and potential inefficiencies compound redemption timing challenges. By confirming the original deal pathway, acknowledging the confidential Form F-4 filing, and reaffirming Nasdaq listing aspirations for the combined entity, management attempts to mitigate downgrade-related doubt ahead of the January 18, 2027 deadline. Ultimately, the definitive proxy release will anchor the formal redemption window, making this delisting event a liquidity and sentiment stress test rather than a mechanical reset of trust or extension parameters.

Management states that the delisting does not alter its commitment to complete the announced business combination with Gadfin Ltd., pursuant to a Business Combination Agreement dated January 26, 2025, targeting a Nasdaq listing for NewPubco post-consummation. However, the transition to OTC trading introduces liquidity constraints, potentially limited market volume, and adverse pricing risks. The company has confidentially submitted a Form F-4 registration statement containing a preliminary proxy/prospectus to the SEC. Looking past the current SPAC mechanics toward the January 18, 2027 deadline, management and Gadfin warn via forward-looking statements that actual results could differ materially due to risks surrounding closing timing, unsatisfied conditions, potential litigation, or transaction termination. The filings also note Class A ordinary shares carry a $0.0001 par value and redeemable warrants carry an $11.50 exercise price.

The filing shows the trust is small but the sponsor is funding extensions and the Gadfin deal is advancing. A key condition for Gadfin's termination right has been resolved, increasing the likelihood of closing. The Nasdaq deficiency is a material risk that could threaten listing. The deal's valuation depends on Gadfin recording at least $4.5 million in deferred revenue by closing, which is a critical milestone.

The presentation details Gadfin’s hydrogen-fueled, dual-use enterprise eVTOL strategy targeting heavy-lift, long-range logistics over consumer last-mile markets. Attributed product specifications include 250–300 km ranges, payloads up to 180 kg (Spirit X), IP45 rain resistance, patented folding-wing VTOL transitions, zero-emission operation delivering ~2.5X longer endurance than battery-electric rivals, and cryogenic cargo compartments rated to -80°C. Commercial pipelines cited feature SAREL in Israel, deploying nine aircraft across 11 hospital routes under a 5-year service agreement, and a prospective European island-to-mainland network requiring 140 UAVs across 50 distribution centers under a potential 8-year contract. The operating model blends hardware sales with recurring Delivery-as-a-Service subscriptions, typically structured as 5-year agreements with monthly fixed fees against minimum volume guarantees. Market sizing relies on external sources forecasted in the deck: Precedence Research estimates the eVTOL market at $170B by 2032, Grand View Research projects drone cargo growth from $530M in 2022 to over $10B by 2030, and internal targets anticipate the global cargo drone sector surpassing $13B+ by 2035. Intellectual property disclosures note 41 patent applications submitted with 30 approved across the U.S. and Europe. Quality certifications claimed are AS-9100D and ISO-9001. Leadership composition centers on Gadfin’s Chairman/CEO/CFO Eyal Regev alongside eight executives managing business development, finance, manufacturing, flight control engineering, operations, aeronautics, R&D, and air operations. All projections, technical claims, and financial targets are presented with standard SEC forward-looking statement disclaimers emphasizing dependencies on regulatory clearance, execution capability, macroeconomic conditions, geopolitical events, and variable cash availability following potential redemptions.

Investors assessing redemption viability should note that the post-money valuation range is structurally dependent on shareholder exit behavior, meaning aggressive redemptions could jeopardize the $21 million minimum funding threshold required to execute the acquisition and fund the stated operational roadmap. Beyond capital mechanics, the presentation supplies extensive commercial and technical substance that management relies upon to justify the combination. Product claims detailed in the deck describe a hydrogen-fueled, folding-wing eVTOL architecture ('Spirit Family') featuring IP45 weather sealing, GPS-denied navigation, broadband SATCOM, dual-redundant cellular links, bi-directional ADS-B, and emergency parachute systems. Performance specifications attribute a 250 km range with an 8 kg payload (Spirit One) and 300 km ranges with 60 kg (Spirit V) and 180 kg (Spirit X) payloads, cruising at 100 km/h to 150 km/h. Revenue strategy targeted by management pivots toward a hybrid model pairing one-time hardware sales and leases with multi-year, recurring 'Delivery-as-a-Service' subscriptions priced at monthly fixed fees tied to guaranteed minimum delivery volumes. Commercial pipeline details cited in the filing include a domestic Israeli healthcare network ('SAREL') deploying 11 dedicated routes under a five-year service agreement, and a European archipelago logistics concept requiring 140 UAVs across 50 distribution centers under a potential eight-year service agreement alongside gridline and pipeline monitoring programs. Market sizing data attributed to third-party research providers includes Precedence Research forecasting the eVTOL aircraft market reaching $109.75 billion by 2034, Grand View Research projecting the global drone cargo market expanding from $530 million in 2022 to over $10 billion by 2030, and an independent projection estimating the enterprise market at $13 billion plus by 2035. Personnel disclosures listed by the company identify Eyal Regev as Chairman, CEO, and CFO; Sharon Sustiel as Business Development Manager; Osnat Levy as Finance Advisor; Nissim Poliker as VP Manufacturing; Dr. Ilan Zohar as Chief Engineer; Ben Raviv as Operations Manager; Professor Robert Roach as Head of Aeronautics; Moshe Moses as VP R&D; and Izhar Yona as Chief Air-Ops Manager. Compliance and intellectual property status cited by the presentation notes AS-9100D and ISO-9001 certifications alongside 41 patent applications submitted with 30 already approved in key jurisdictions. Risks reiterated by management encompass geopolitical hostilities, aviation certification delays (FAA, EASA, CAAI), Nasdaq listing standard compliance, potential litigation, and the possibility that post-redemption cash shortfalls prevent the combined company from realizing anticipated synergies.

The mutual waivers eliminate a contractual default condition that previously threatened deal cancellation, preserving execution momentum toward the company’s existing liquidation timeline. For public shareholders, the restructuring converts the standard deferred underwriting liability into a direct $500,000 draw from the trust account while shifting all equity dilution exposure to the Sponsor through founder share forfeiture rather than additional public offerings. The filing also locks in BTIG’s three-year exclusive right of first refusal for future SPAC underwriting mandates and establishes a dedicated six-year insurance policy allocation, structurally cementing advisory dependencies and cost allocations ahead of the proxy solicitation phase.

What changed: This document is a Form 8-K Current Report disclosing Amendment No. 6 to a Business Combination Agreement. Under Section 7.1(d) of the agreement, Israel Acquisitions Corp. and Gadfin Ltd. extended the mutual termination deadline to June 15, 2026. The amendment preserves both entities' right to terminate if the business combination does not close by that date, provided neither side proximately caused the delay through a breach of its covenants or obligations. All other termination rights under the original agreement remain unchanged. Why it matters: The June 15, 2026 termination date establishes a firm internal deadline that precedes the SPAC’s public redemption calendar deadline of January 18, 2027. If the merger is not consummated by the new cutoff, either party can unilaterally walk away, which would trigger shareholder redemption rights and risk liquidating the trust account to return proceeds to shareholders. The filing also re-affirms the securitized mechanics governing redemptions: Class A ordinary shares carry a par value of $0.0001 per share, and whole warrants exercisable for one share carry a fixed exercise price of $11.50. The instrument was signed by Ziv Elul as Chief Executive Officer of Israel Acquisitions Corp., and Eyal Regev as CEO & Director of Gadfin Ltd. and Sole-Director of Gadfin Regev Holdings Ltd. Aside from the timeline adjustment and executive attestations, the filing contains no operational disclosures, revenue metrics, customer bases, technology roadmaps, litigation updates, or trust account valuations.

What changed: a routine compliance exhibit — a Schedule 13G/A beneficial ownership report identifying NINE MASTS CAPITAL Ltd and Nine Masts Capital Advisers LLC as the reporting persons. Regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct, the provided excerpt contains no statements, amendments, or disclosures bearing on these mechanics. The filing does not announce an extension vote, adjust public stock redemptions, update target company due diligence, or alter sponsor pledge or conduct representations. Regarding other substance, the text includes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Attributed statements are absent from this excerpt; however, Schedule 13G/A amendments typically reflect passive investment positions or portfolio reallocations rather than operational guidance, meaning any strategic assertions would require sourcing to subsequent management presentations, press releases, or DEFM14A proxy materials rather than this compliance exhibit. Why it matters: Investors tracking redemption calendars, trust maintenance, or sponsor behavior should note that while this filing confirms a change in reported beneficial ownership for ISRLF, the truncated disclosure lacks share counts, percentage thresholds, and acquisition dates needed to evaluate whether holding shifts could influence liquidity pressure ahead of the January 18, 2027 deadline or affect voting dynamics during any potential business combination vote. Because the excerpt contains zero numerical figures, trust balance attestations, or forward-looking commercial claims, no assumptions have been introduced; the filing remains a routine ownership transparency update until the full exhibit, accompanying letterhead, or sponsor interviews contextualize the holder’s intent relative to the SPAC’s operational timeline.

What changed: A Form 8-K Current Report disclosing the execution of a material definitive agreement, specifically attaching Exhibit 2.6, the Fifth Amendment to the Business Combination Agreement between Israel Acquisitions Corp (“SPAC”), Gadfin Ltd., and Gadfin Regev Holdings Ltd. According to the executed Fifth BCA Amendment, Section 7.1(d) of the original January 26, 2025 Business Combination Agreement was entirely replaced to establish a new Termination Date of May 31, 2026. The agreement stipulates that either the SPAC or the Company may elect to terminate if the merger has not consummated on or before that date, with explicit carve-outs preventing termination if the seeking party’s own covenant breach proximately caused the failure to close. Why it matters: This executed amendment materially compresses the transaction timeline by advancing the hard stop from the previously tracked January 18, 2027 expiration to May 31, 2026. For investors tracking liquidation triggers, redemption windows, and extension votes, the accelerated cutoff means trust distributions or default mechanics may activate sooner than anticipated, assuming no further amendments are filed. The registrant’s cover page confirms the outstanding warrants carry an exercise price of $11.50 per share, while the filing introduces no updated financial metrics, customer claims, market sizing, technology disclosures, or personnel changes regarding Gadfin or the sponsor.

What changed: A Form 425 prospectus communication filed alongside a Form 8-K current report documenting the execution of Amendment No. 5 to a Business Combination Agreement. Per the filing prepared by Israel Acquisitions Corp., the parties revised Section 7.1(d) of their contract to set a new termination date of May 31, 2026. This represents the fifth modification since the original January 26, 2025 agreement, following prior extensions dated July 2, 2025, December 31, 2025, March 13, 2026, and April 15, 2026. The registrant stated that all other termination rights remain unchanged, and mutual provisions preserving each party’s ability to terminate if the other’s breach causes failure to consummate the transaction by the Termination Date stay operative. Chief Executive Officer Ziv Elul signed on behalf of the SPAC, and Eyal Regev signed for Gadfin Ltd. and Gadfin Regev Holdings Ltd. Why it matters: The amended May 31, 2026 termination date directly resets the effective deadline for shareholders to exercise redemption rights or retain positions ahead of a final go/no-go determination. Because the registrant trades its Class A ordinary shares, units, and warrants under trading symbols ISLRF, ISLUF, and ISLWF on OTC Markets rather than a national exchange, the compressed timeline adds urgency to liquidity and capital allocation decisions. The filing confirms existing warrant terms, noting each whole warrant remains exercisable for one Class A ordinary share at an exercise price of $11.50 per share, affirming that capital structure parameters remain intact. No figures regarding trust account balances, cash available for distribution, projected revenue, customer concentrations, technology roadmaps, or strategic partnerships were disclosed in the submitted text.

What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by Israel Acquisitions Corp. Trust account decreased from $9,933,329 to $6,337,572 due to redemption of 295,860 Class A shares for $3,683,102; working capital deficit widened to $2,841,877; sponsor promissory notes increased to $2,127,204; net loss of $172,916 vs prior-year net income; BCA termination date extended five times (latest to May 31, 2026); delisted from Nasdaq to OTC Pink; reliance on sponsor loans for extensions; substantial doubt about going concern. Why it matters: The filing provides updated financial health, redemption activity, extension costs, and deal timeline. It signals rising cash burn, sponsor support dependence, and ongoing risk of liquidation if the Gadfin merger fails to close by the extended deadline (currently June 18, 2026 per subsequent event).

What changed: A Schedule 13G/A amendment to a beneficial ownership report submitted by Meteora Capital, LLC. The filing updates prior regulatory disclosures regarding Meteora Capital, LLC’s holdings in ISRLF; the provided excerpt contains no transaction dates, share counts, percentage ownership figures, or statement of purpose to indicate the nature or scope of the amendment. Why it matters: As a routine compliance exhibit tracking institutional ownership shifts, the update does not independently affect redemption deadlines, trust balances, extension timelines, deal execution, or sponsor conduct without accompanying tabular data or explicit operational covenants. The excerpt discloses no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to Meteora Capital, LLC or the issuer.

What changed: SEC Form 8-K Current Report disclosing the entry into Amendment No. 4 to a Business Combination Agreement, filed alongside the fully executed exhibit. Per the Fourth BCA Amendment dated April 15, 2026, Israel Acquisitions Corp. and Gadfin Ltd. revised Section 7.1(d) to extend the transaction termination date to May 15, 2026. The filing confirms that all other termination rights under the original Business Combination Agreement (initially dated January 26, 2025, and previously amended July 2, 2025, December 31, 2025, and March 13, 2026) remain unaffected. Execution was acknowledged by Ziv Elul, Chief Executive Officer and Director of the SPAC, and Eyal Regev, CEO & Director of Gadfin Ltd. and Sole-Director of Gadfin Regev Holdings Ltd. The cover page and exhibit confirm that Class A ordinary shares carry a par value of $0.0001 per share and that redeemable warrants provide the right to purchase one Class A ordinary share at an exercise price of $11.50 per share. Why it matters: The amendment imposes a firm contractual deadline of May 15, 2026, for either consummation or termination, creating near-term execution pressure that operates independently of the SPAC’s broader January 18, 2027 liquidation deadline. Because the amendment explicitly bars either party from invoking the May 15, 2026 termination right if their own breach proximately caused the delay, the filing underscores continued active negotiation while limiting opportunistic walkaways. No operational data, revenue projections, customer lists, market sizing, technology pipelines, partnership announcements, litigation disclosures, or sponsor conduct allegations are contained in this purely administrative filing. All structural, pricing, and timeline assertions are sourced directly from the executed amendment and the accompanying 8-K cover page.

What changed: A Form 8-K filed as a Rule 425 written communication that reports the execution of the Fourth Amendment to the Business Combination Agreement between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. According to the amendment signed on April 15, 2026, Section 7.1(d) of the original January 26, 2025 contract is deleted and replaced to set a new termination date of May 15, 2026. Chief Executive Officer Ziv Elul and CEO Eyal Regev executed the modification, which explicitly preserves all other termination rights from the baseline agreement and its three prior amendments dated July 2, 2025, December 31, 2025, and March 13, 2026. Why it matters: The extension alters the near-term mechanical deadline for consummating the deal but operates within the SPAC's broader expiration window of January 18, 2027. Because the filing only adjusts the contractual sunset for closing, it does not modify shareholder redemption triggers, trust fund distribution mechanics, or warrant economics (the text notes redeemable warrants at an exercise price of $11.50 per share and Class A ordinary shares at a par value of $0.0001 per share). The document contains no claims about target customers, revenue metrics, technology disclosures, market size, or sponsor conduct; the registrant provided zero supplemental operating or financial data alongside the amended merger terms.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Israel Acquisitions Corp, a blank-check SPAC targeting Israeli technology companies, which has announced a pending business combination with Gadfin Ltd., an Israeli hydrogen-powered drone logistics company. Trust account balance fell sharply from $82.6 million at December 31, 2024 to $9.9 million at December 31, 2025, reflecting redemptions of 6,461,683 Class A shares ($73.1 million) in January 2025. The company extended its business combination deadline from January 18, 2026 to January 18, 2027 via monthly deposits of $5,000 or $0.05 per share. The Nasdaq delisted the company's securities on January 13, 2026; they now trade on OTC Pink. The Business Combination Agreement with Gadfin was amended three times: July 2, 2025 (removed liquidation requirement, revised company equity value to $180 million, removed PCAOB default and threshold raised amount, extended benchmark analysis deadline, added termination right for Gadfin if no cash waiver of deferred underwriting fees within 30 days); December 31, 2025 (extended termination date to March 16, 2026, removed automatic extensions); and March 13, 2026 (extended termination date to April 15, 2026). On October 14, 2025, the company entered into an advisory agreement with BTIG, LLC under which BTIG waived its deferred underwriting commission ($5.4 million) in exchange for a $500,000 cash advisory fee and 100,000 Class A ordinary shares (valued at $10 per share) payable upon closing, plus a three-year right of first refusal on future SPAC IPOs. The Sponsor waived $240,000 in accrued administrative fees on December 31, 2025. The company's working capital deficit widened to $2.58 million, and management expressed substantial doubt about the company's ability to continue as a going concern. Net loss of $510,230 for 2025 vs. net income of $2.82 million in 2024. Why it matters: The filing reveals the SPAC's precarious financial position: only $9.9 million in trust, a $2.6 million working capital deficit, and $6,938 in cash outside trust, while the deadline to close the Gadfin deal has been extended to April 15, 2026 (with further monthly extensions possible to January 18, 2027). The Nasdaq delisting reduces liquidity and makes raising capital harder. The Sponsor's waiver of fees and provision of loans indicate support, but the company may lack sufficient funds to close the transaction or meet minimum cash conditions. The BTIG advisory agreement transfers the deferred underwriting fee to an advisory fee and shares, impacting economics. The Cadence of amendments suggests the deal is progressing but faces hurdles. Investors should watch for shareholder votes on the business combination, further redemptions, and the company's ability to secure additional financing.

What changed: A Rule 425 filing packaging a Form 8-K current report and Exhibit 2.4, which functions as a third amendment to a business combination agreement. According to the embedded Form 8-K and the attached exhibit, Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. entered into Amendment No. 3 on March 13, 2026. The amendment deletes and replaces Section 7.1(d) to set a new termination date of April 15, 2026. Either party may terminate the agreement if the transactions are not consummated by that date, except where the terminating party’s own breach proximately caused the delay. The filing confirms all other termination rights remain unchanged. This adjustment extends the contractual closing window but does not modify the SPAC’s stated January 18, 2027 corporate deadline, does not alter public shareholder redemption triggers, and discloses no changes to trust account mechanics or value. Why it matters: The sequential amendments—initially dated January 26, 2025, followed by revisions on July 2, 2025 and December 31, 2025—indicate prolonged execution or regulatory pacing for the proposed merger. As reported in the filing, the target operates under Standard Industrial Classification code 05 Real Estate & Construction. Transaction authority rests with Ziv Elul, signing as Chief Executive Officer and Director of Israel Acquisitions Corp, and Eyal Regev, signing as CEO & Director of Gadfin Ltd. and Sole-Director of Gadfin Regev Holdings Ltd. The 8-K registration data also restates existing security terms without modification: Class A ordinary shares retain a par value of $0.0001 per share, and whole redeemable warrants maintain an exercise price of $11.50 per share. The document contains no claims regarding revenue, customer concentration, market size, technology, strategic partnerships, litigation, or personnel changes beyond the signatories.