ISRLF SEC filings, in plain English
Everything Israel Acquisitions Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Israel Acquisitions Corp, a blank-check company. The SPAC terminated its business combination agreement with Gadfin Ltd. on June 22, 2026. It has no current deal. Trust account value fell to $6.41 million from $9.93 million at year-end 2025, driven by a redemption of 295,860 Class A shares for $3.68 million in January 2026. The company extended its deadline to complete a deal to January 18, 2027, with monthly $5,000 deposits from the sponsor. Working capital deficit worsened to $2.98 million (excluding trust and deferred fees). Securities were delisted from Nasdaq and now trade on OTC Pink. Post-quarter, a prospective sponsor advanced $125,000 for liquidity. Why it matters: The SPAC is now deal-less after the Gadfin termination. Trust value is small and dwindling, sponsor loans are growing ($2.19 million in related-party notes), and the company has substantial doubt about going concern. Each monthly extension costs only $5,000, but the SPAC has minimal operating cash. The post-quarter $125,000 advance signals ongoing sponsor support but highlights cash strain. Redemption rights for remaining public shareholders are a key calendar item; any new deal would likely trigger further redemptions.
trust account, combination deadline, going-concern doubt +3nothing moved · 6 with no prior record of ours
- Trust account
- $9.9M · unchanged
- Combination deadline
- 2027-01-18 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $1.0M · unchanged
- Mandate language
- we intend to focus our search on high-growth technology comp… · unchanged
- Redeemable shares
- 502K · unchanged
The clause …“ Cash equivalents (1) $ 6,898 $ — $ — Cash and marketable securities held in Trust Account $ 9,933,329 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which”…
The clause …“extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination”…
The clause …“and liquidate the Trust Account. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial”…
The clause …“As of June 30, 2026 and December 31, 2025, there was $ 1,255,000 and $ 1,025,000 outstanding under the July Promissory Note, respectively. On January 17, 2025, the Company issued an unsecured promissory note to the Sponsor in”…
The clause “200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 502,072 and 797,932 shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively 76 76 Class B ordinary shares, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 8-K current report (Item 1.02) announcing the termination of a Business Combination Agreement and a corresponding Sponsor Support Agreement. On June 22, 2026, Israel Acquisitions Corp. formally terminated its January 26, 2025, merger agreement with Gadfin Ltd., which had undergone multiple amendments to extend the consummation timeline. In connection with the termination, the Sponsor Support Agreement signed on January 26, 2025, also expired. The filing notes that the Sponsor had previously agreed to waive all redemption rights for its Founder Shares, decline participation in any shareholder tender offer, accept a dilution cap triggering forfeiture of up to 1,429,000 Sponsor Shares if coverage surpassed 30%, and bear sole liability for any unapproved Transaction Expenses Cap Excess. Why it matters: Terminating the definitive agreement halts the merger pathway and eliminates the closing mechanics, shareholder voting triggers, and cash redemption settlements associated with Gadfin Regev Holdings Ltd. As the Sponsor contractually waived redemption rights and the deal is voided, public trust distributions must be evaluated under the SPAC’s original liquidation framework rather than a completed de-SPAC transaction. Market participants tracking the January 18, 2027, expiration date will note the deal concluded early, meaning remaining capital preservation, extension votes, or liquidation procedures will likely require separate regulatory disclosures. No additional operational, revenue, market size, technology, partnership, or litigation disclosures accompany this termination filing.
What changed: A Form 8-K Current Report filed under Rule 425, functioning as a written communication that discloses and attaches Exhibit 2.8, the Seventh Amendment to the Business Combination Agreement between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. Section 7.1(d) of the Business Combination Agreement is deleted and replaced to establish a revised termination date of June 20, 2026. The filing states that either Israel Acquisitions Corp or the Gadfin entities retain the mutual right to terminate the agreement if the transactions are not consummated by that date, subject to a carve-out that strips the termination right from whichever party’s breach of covenants proximately caused the failure to close. The document records that prior amendments were executed on July 2, 2025, December 31, 2025, March 13, 2026, April 15, 2026, May 15, 2026, and May 31, 2026. Why it matters: This amendment actively replaces the previously tracked January 18, 2027 deadline by locking in a contract closure horizon of June 20, 2026. For investors monitoring redemption calendars and trust liquidation triggers, the filing indicates that shareholder meetings, final redemption windows, and potential SPAC wind-down procedures will likely be scheduled to conclude within weeks of that mid-June 2026 date. The sequence of seven amendments reflects sustained, multi-step negotiation or conditional approval processing. Security specifications cited in the filing note that Class A ordinary shares carry a par value of $0.0001 per share and each whole warrant carries an exercise price of $11.50 per share. Corporate execution is confirmed by signatures from Ziv Elul, identified as Chief Executive Officer and Director for Israel Acquisitions Corp, and Eyal Regev, identified as CEO & Director for Gadfin Ltd. and Sole-Director for Gadfin Regev Holdings Ltd.
What changed: Form 8-K current report disclosing the execution of Amendment No. 7 to the Business Combination Agreement between Israel Acquisitions Corp., Gadfin Ltd., and Gadfin Regev Holdings Ltd. According to the filing, the parties entered into Amendment No. 7 on June 15, 2026. Pursuant to the amendment, Section 7.1(d) of the Business Combination Agreement was revised to extend the termination date to June 20, 2026. The document records this as the seventh amendment to the original agreement dated January 26, 2025, following prior modifications on July 2, 2025, December 31, 2025, March 13, 2026, April 15, 2026, May 15, 2026, and May 31, 2026. Why it matters: This contractual modification shifts the near-term deadline for closing the Gadfin merger or terminating the arrangement without incurring breach-based liabilities, contingent on neither party’s fault causing the delay. For shareholders monitoring redemption calendars and deal progress, the extension indicates sustained efforts to finalize the combination despite repeated short-term pauses. The filing discloses no adjustments to trust account mechanics, redemption pricing, or sponsor compensation, and contains zero substantive claims regarding customer concentration, revenue, market size, proprietary technology, strategic partnerships, active litigation, or executive departures beyond the attestation signatures of Chief Executive Officer Ziv Elul and CEO/Director Eyal Regev.
What changed: A Form 425 current report filing written communications pursuant to Rule 425 under the Securities Act, which submits Exhibit 2.7, formally titled Amendment No. 6 to the Business Combination Agreement among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. Per the text of Amendment No. 6, executed May 31, 2026, Section 7.1(d) of the Business Combination Agreement was deleted and replaced to revise the termination date to June 15, 2026. The filing states that either the SPAC or Gadfin retains the right to terminate the agreement if the Transactions have not been consummated on or prior to that date, with explicit carve-outs preventing termination by whichever party’s breach proximately caused the failure to close. The filing reaffirms that the Class A ordinary share par value is $0.0001 per share and the whole warrant exercise price is $11.50 per share. All other termination rights under the agreement remain unchanged. Why it matters: The June 15, 2026 contractual deadline compresses the remaining operational window, directly affecting shareholders’ redemption calculus and increasing near-term binary risk relative to the company’s organizational lifespan. The amendment alters neither the trust account liquidation mechanics, the cash consideration, nor the sponsor’s capital commitment. According to the signature blocks, Israel Acquisitions Corp. authorized the filing through Chief Executive Officer and Director Ziv Elul, while the target entities were executed by CEO & Director Eyal Regev and Sole-Director Eyal Regev. The document contains no disclosures concerning revenue trajectories, customer contracts, total addressable market, technology milestones, supply chain partnerships, or active litigation. All numerical thresholds, procedural conditions, and executive attributions originate exclusively from the executed sixth amendment and the accompanying Form 8-K Item 1.01 summary.
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 vs 2025-11-14trust $82.6M → $9.9M -88%deadline 2026-01-18 → 2027-01-18sponsor loan $237K → $1.0Mshares 798K → 502K -37%trust account, combination deadline, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $82.6M$9.9M
- Combination deadline
- 2026-01-182027-01-18
- Sponsor loans outstanding
- $237K$1.0M
- Redeemable shares
- 798K502K
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on high-growth technology comp… · unchanged
SpacBrain reads this as $72,670,754 left the trust between the two filings.
The clause …“ Cash equivalents (1) $ 6,898 $ — $ — Cash and marketable securities held in Trust Account $ 9,933,329 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination”…
SpacBrain reads this as the sponsor has advanced $787,766 more.
The clause …“As of March 31, 2026 and December 31, 2025, there was $ 1,205,000 and $ 1,025,000 outstanding under the July Promissory Note, respectively. On January 17, 2025, the Company issued an unsecured promissory note to the Sponsor in”…
SpacBrain reads this as 295,860 shares are no longer redeemable.
The clause “200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 502,072 and 797,932 shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively 76 76 Class B ordinary shares, $ 0.0001”…
The clause …“and liquidate the Trust Account. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-03-31deadline 2026-01-18 → 2027-01-18shares 7.26M → 798K -89%combination deadline, redeemable shares, trust account +32 moved · 4 with no prior record of ours
- Combination deadline
- 2026-01-182027-01-18
- Redeemable shares
- 7.26M798K
- Trust account
- $146.6M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $237K · unchanged
- Mandate language
- we intend to focus our search on high-growth technology comp… · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by January 18, 2027 or (B) with respect to”…
SpacBrain reads this as 6,461,683 shares are no longer redeemable.
The clause “200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 797,932 and 7,259,615 shares subject to possible redemption) at December 31, 2025 and December 31, 2024, respectively 76 76 Class B ordinary shares, $”…
The clause …“Public Offering in the Trust Account such that at the time of the closing, $146,625,000 was held in the Trust Account. If we do not complete our initial business combination by February 1, 2023, the proceeds from the sale of the”…
The clause …“to achieve our business objective. ● Management has determined there is substantial doubt as to our ability to continue as a going concern. ● Our public shareholders may not be afforded an opportunity to vote on our proposed”…
The clause …“principal amount of $ 300,000 . As of January 18, 2023, the Company had borrowed $ 237,234 under the Promissory Note. On January 18, 2023 the Company paid $ 245,540 to the Sponsor, resulting in an overpayment of $ 8,306 that was”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Form 8-K reporting the entry into a material definitive agreement, specifically Amendment No. 3 to the Business Combination Agreement between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. As detailed in the filing, Israel Acquisitions Corp and Gadfin Ltd. revised Section 7.1(d) of their agreement to set a new Termination Date of April 15, 2026. The document confirms that either party retains the unilateral right to terminate if the transactions are not consummated by that date, unless the terminating party’s breach of covenants or obligations proximately caused the failure. All other termination rights under the original Business Combination Agreement remain unchanged, and the complete amendment is attached as Exhibit 2.4. Why it matters: 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.
What changed: An Amendment No. 1 to a Current Report on Form 8-K filed as a Rule 425 written communication. According to the registrant, Israel Acquisitions Corp and Israel Acquisitions Sponsor LLC executed a waiver on December 31, 2025, to their January 12, 2023 Administrative Services Agreement. The waiver covers (i) $10,000 per month owed until consummation or liquidation, and (ii) $240,000 accrued fees to date. Separately, the registrant disclosed that Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. executed Amendment No. 2 to the Business Combination Agreement (originally dated January 26, 2025, and previously amended July 2, 2025). The amendment deletes and replaces Section 7.1(d) to establish a fixed termination date of March 16, 2026, and the filing explicitly notes that “prior provisions that provided for automatic extensions of the termination date were removed.” The registrant provides zero operational metrics, customer disclosures, or technology details. Signature authority confirms Ziv Elul as Chief Executive Officer of the SPAC and Eyal Regev as CEO & Director of Gadfin Ltd. and Sole-Director of NewPubco. Why it matters: 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.
What changed: A Form 8-K/A current report that files two definitive agreements dated December 31, 2025: a second amendment to the business combination agreement among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd., and a waiver of administrative services fees between Israel Acquisitions Corp and Israel Acquisitions Sponsor LLC. Under Exhibit 2.3, the parties revised Section 7.1(d) to replace the expiration framework with a hard termination date of March 16, 2026. The amendment explicitly states that prior provisions granting automatic extensions of the termination date were removed. Under Exhibit 10.1, the sponsor waived all future monthly administrative payments of $10,000 until consummation or liquidation and forgave $240,000 in previously accrued fees. The amendment was executed by Chief Executive Officer and Director Ziv Elul for the SPAC, and CEO & Director Eyal Regev for both Gadfin Ltd. and Gadfin Regev Holdings Ltd. The filing references earlier foundational documents dated January 26, 2025, and July 2, 2025. Why it matters: 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.
What changed: A Schedule 13G/A beneficial ownership report identifying Meteora Capital, LLC as the filing holder for Israel Acquisitions Corp. The provided text only labels the regulatory form and names the reporting entity. It discloses no share quantities, ownership percentages, acquisition dates, or cost basis, meaning no changes in equity exposure or voting power are documented here. Why it matters: Because the text attributes no numerical data, transaction terms, or operational assertions to Meteora Capital, LLC, it yields no insight into redemption thresholds, trust funding adequacy, extension feasibility, business combination progression, or sponsor behavior. Without disclosed block sizes or purchase agreements, investors cannot assess liquidity demands, signaling intent, or deal viability relative to the stated timeline.
What changed: a Schedule 13G/A beneficial ownership report, operating as a routine compliance exhibit. The filing excerpt contains no references to redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. Why it matters: The text reports no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Standard 13G/A amendments track shifts in beneficial ownership thresholds or acquisition purposes, but without attached share counts, percentages, or voting arrangements, the excerpt provides no actionable intelligence on investor redemption dynamics or merger execution timelines.(flagged for human review)
What changed: A Form 8-K Current Report detailing shareholder approval of a corporate charter and trust agreement amendment to extend the initial business combination window, the company’s delisting from The NASDAQ Stock Market LLC, and a concurrent redemption of public shares. On January 16, 2026, Israel Acquisitions Corp shareholders voted 5,470,401 in favor and 5 against to approve amendments extending the business combination deadline from January 18, 2026, to January 18, 2027. The extension permits up to twelve one-month periods, conditional on the sponsor depositing the lesser of $5,000 or $0.05 per Public Share outstanding at each Extended Date into the Trust Account in exchange for a non-interest-bearing promissory note. In connection with the vote, holders of 295,860 Class A ordinary shares redeemed their shares, removing an estimated $3,683,115.04 (approximately $12.45 per share) from the Trust Account. Consequently, an estimated $6,250,216.09 remains in the Trust Account, and 6,056,239 ordinary shares will be outstanding. Separately, Nasdaq notified the Company on November 25, 2025, that it failed to regain compliance with Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million. Following a trading suspension on December 4, 2025, the company’s securities now trade on the Pink Limited Market under symbols ISLUF, ISRLF, and ISRLW. Nasdaq published a press release on January 13, 2026, announcing the Form 25 filing completed on January 21, 2026, triggering a delisting effective ten calendar days later and SEC deregistration ninety days thereafter. Why it matters: 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.
What changed: A Nasdaq Stock Market LLC Delisting Determination Notice submitted as Exhibit 99.25 to an SEC Form 25-NSE. Nasdaq Staff determined that Israel Acquisitions Corp no longer qualifies for listing on the Exchange pursuant to Listing Rule 5450(b)(2)(A). Following staff notification on November 25, 2025, the Company elected not to appeal. Nasdaq suspended trading on December 4, 2025, and the delisting determination became final on that same date. Official removal from listing is scheduled for the opening of the trading session on February 2, 2026. Why it matters: 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.
What changed: A routine regulatory compliance filing (Form 8-K submitted under Rule 425) containing an Item 3.01 Notice of Delisting, accompanied by a Nasdaq press release (Exhibit 99.1) announcing the removal of the registrant's securities from The Nasdaq Stock Market LLC. Per Nasdaq’s press release, trading for the company’s Class A ordinary shares, units, and warrants was suspended on December 4, 2025, and has not resumed. Nasdaq stated it plans to delist these instruments, with the action becoming effective ten days after the exchange files a Form 25. According to the 8-K signed by Chief Executive Officer and Director Ziv Elul, the suspension eliminates secondary market liquidity and disrupts standard mechanisms for shareholders to monitor net asset value or execute time-sensitive redemptions. The filing discloses no changes to the trust account, no sponsor extension filings, and no new target acquisition milestones. Why it matters: 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.
What changed: This document is a routine regulatory compliance filing—specifically, an 8-K Current Report under Item 3.01 paired with a Nasdaq press release (Exhibit 99.1)—announcing the delisting of Israel Acquisitions Corp’s securities from The Nasdaq Stock Market LLC. According to the Nasdaq Press Release attached to the filing, Nasdaq plans to delist the Company’s Class A ordinary shares (par value $0.0001 per share), units, and redeemable warrants (exercise price $11.50 per share). The 8-K and press release state that trading was already suspended on December 4, 2025, and has not resumed. The Nasdaq statement further specifies that the delisting becomes effective ten days after Nasdaq files a Form 25 with the SEC. Regarding redemption mechanics, trust valuation, deadline extensions, or target-specific deal progress, the filing contains no direct disclosures; it simply reports the exchange action against a background where the SPAC carries a stated business combination deadline of January 18, 2027. Why it matters: 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.
What changed: 8-K current report disclosing a Waiver to the Administrative Services Agreement between Israel Acquisitions Corp and Israel Acquisitions Sponsor LLC. Per the Waiver executed by Sponsor Manager Alex Greystoke and CEO Ziv Elul, the Sponsor waived prospective administrative fees of $10,000 per month payable until business combination consummation or liquidation, and irrevocably released the Company from paying $240,000 in accrued unpaid fees through December 31, 2025. This modifies ongoing operational cash requirements but leaves the contractual liquidation deadline unchanged, triggers no new redemption windows, adjusts no trust accounting conventions, and maintains the $11.50 redeemable warrant exercise price. Why it matters: 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.
What changed: A Form 8-K submitted pursuant to Rule 425 under the Securities Act of 1933, functioning as a routine compliance exhibit that discloses a Waiver to an Administrative Services Agreement between Israel Acquisitions Corp and Israel Acquisitions Sponsor LLC. According to the Waiver signed December 31, 2025 by Chief Executive Officer and Director Ziv Elul and Sponsor Manager Alex Greystoke, the Sponsor irrevocably waived the Company’s obligation to pay future administrative fees of $10,000 per month through the earlier of an initial business combination consummation or liquidation. The Sponsor also waived $240,000 in previously accrued administrative fees stemming from the original January 12, 2023 agreement. The filing does not extend the January 18, 2027 business combination deadline, modify trust distribution mechanics, or announce new transaction progress. Outside of these administrative cost modifications and the named executive signatures, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or operational milestones. Why it matters: 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.
What changed: Definitive Proxy Statement (DEF 14A) filed by Israel Acquisitions Corp to solicit shareholder votes for an extraordinary general meeting on January 16, 2026, primarily to approve a one-year extension of the deadline to complete a business combination with Gadfin Ltd. The company proposes to extend the Combination Period from January 18, 2026 to January 18, 2027 via up to 12 one-month extensions, each requiring a deposit of the lesser of $5,000 or $0.05 per outstanding public share. The trust agreement would be amended accordingly. The meeting also includes an adjournment proposal. Concurrently, the company has been delisted from Nasdaq and now trades OTC. It has a signed business combination agreement with Gadfin (Israeli drone logistics company) but no definitive closing timeline. Sponsor has waived its termination right related to deferred underwriting fees and entered into an advisory agreement with BTIG. Why it matters: 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.
What changed vs 2024-12-23trust $82.3M → $9.9M -88%deadline 2026-01-18 → 2027-01-18trust account, combination deadline2 moved
- Trust account
- $82.3M$9.9M
- Combination deadline
- 2026-01-182027-01-18
SpacBrain reads this as $72,392,744 left the trust between the two filings.
The clause …“vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $9,902,282.90 as of the Record Date (including interest not previously released to Israel Acquisitions to pay”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“to 12 times for an additional one month each time from January 18, 2026 up to January 18, 2027 by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) filed by Israel Acquisitions Corp to solicit shareholder approval for an extension of the deadline to complete a business combination and to amend the trust agreement, along with an adjournment proposal. The SPAC seeks shareholder approval to extend the deadline to consummate a business combination from January 18, 2026 to January 18, 2027, via up to 12 monthly extensions. The extension requires sponsor deposits into the trust account (amounts not yet specified). The filing also provides updates on the proposed business combination with Gadfin Ltd., including a revised company equity value of $180 million, an advisory agreement with BTIG (with $500,000 cash fee and 100,000 shares), and a Nasdaq listing deficiency notice for non-compliance with the $50 million minimum market value requirement. The redemption deadline is two business days before the meeting (date not yet specified). Why it matters: 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.
What changed: A Form 8-K (Item 3.01) functioning as a routine compliance exhibit and official notice of delisting. Nasdaq notified Israel Acquisitions Corp. that it failed to regain compliance with the minimum market value of listed securities (MVLS) requirement of at least $50 million after a 180 calendar day cure period ended November 24, 2025. On November 25, 2025, Nasdaq issued a delist determination, advising that unless a hearing panel appeal is requested by December 2, 2025, the securities will be delisted effective December 4, 2025. Following suspension, Nasdaq will file a Form 25-NSE, and the common stock, units, and warrants will become eligible to trade on OTC Markets under the tickers ISRL, ISRLU, and ISRLW. Why it matters: 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.
What changed: Form 8-K Current Report (Rule 425) serving as a written communication announcing a Nasdaq delisting determination and reiterating merger intentions. This filing does not modify the January 18, 2027 redemption deadline, reference a trust account balance, propose an extension mechanism, or document sponsor conduct. Instead, Nasdaq staff delivered a delist determination letter on November 25, 2025 notifying Israel Acquisitions Corp that it failed to regain compliance with Listing Rule 5450(b)(2)(A), requiring a minimum market value of listed securities of at least $50 million, following a 180-calendar-day cure period ending November 24, 2025. Staff indicated that absent a hearing panel appeal filed by December 2, 2025, securities will be delisted by December 4, 2025, with trading shifting to OTC Markets under symbols “ISRL,” “ISRLU,” and “ISRLW.” Regarding deal progress, the Company stated it remains the intention to complete the announced business combination with Gadfin Ltd. pursuant to the Business Combination Agreement dated January 26, 2025, and plans to seek a Nasdaq listing for NewPubco post-closing. The filing also notes the confidential submission of a Form F-4 registration statement (including a preliminary proxy statement/prospectus) and the forthcoming distribution of the definitive proxy. CEO and Director Ziv Elul signed the report. Why it matters: 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.
What changed: Quarterly report (Form 10-Q) filed by Israel Acquisitions Corp, a blank-check company, for the three and nine months ended September 30, 2025. It includes unaudited financial statements and management's discussion. Trust Account dropped from $82,604,083 at December 31, 2024 to $9,755,067 at September 30, 2025 due to redemptions of 6,461,683 Class A shares in January 2025. Working capital deficit worsened to $2,485,024. The deadline was extended month-by-month to January 18, 2026; a subsequent draw on October 18, 2025 extends it to November 18, 2025. The Business Combination Agreement with Gadfin was amended on July 2, 2025, revising the company equity value to $180,000,000 and adding a Gadfin termination right if the deferred underwriting fee waiver was not obtained within 30 days. On October 14, 2025, the company entered into a letter agreement with Gadfin consenting to an advisory agreement with BTIG that waives the deferred underwriting commission in exchange for $500,000 cash and 100,000 shares, satisfying Gadfin's condition. A Nasdaq deficiency letter was received on May 28, 2025 for failure to maintain minimum market value of listed securities ($50 million); compliance deadline is November 24, 2025. Why it matters: 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.
trust account, combination deadline, going-concern doubt +3nothing moved · 6 with no prior record of ours
- Trust account
- $82.6M · unchanged
- Combination deadline
- 2026-01-18 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $237K · unchanged
- Mandate language
- we intend to focus our search on high-growth technology comp… · unchanged
- Redeemable shares
- 798K · unchanged
The clause “4 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in Trust Account $ 82,604,083 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which”…
The clause …“extend the Termination Date from January 18, 2025 up to twelve (12) times to January 18, 2026, with each such Extension comprised of one month. Pursuant to the Second Trust Agreement Amendment, the Company can extend the Termination”…
The clause …“and liquidate the Trust Account. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial”…
The clause …“principal amount of $ 300,000 . As of January 18, 2023, the Company had borrowed $ 237,234 under the Promissory Note. On January 18, 2023 the Company paid $ 245,540 to the Sponsor, resulting in an overpayment of $ 8,306 that was”…
The clause “200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 797,932 and 7,259,615 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively 76 76 Class B ordinary shares, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Schedule 13G/A (Amendment to Beneficial Ownership Report) filed on November 13, 2025, identifying G1 Execution Services, LLC and Susquehanna Securities, LLC as associated reporting entities. The provided filing text discloses no share counts, percentage thresholds, acquisition dates, cost bases, or amendment narratives. Consequently, the document reports zero changes to the January 18, 2027 redemption deadline, trust account value per share, extension voting mechanics, merger transaction timeline, or sponsor conduct. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present in the excerpt. Why it matters: Schedule 13G/A filings ordinarily signal an institutional holder crossing the 5% beneficial ownership threshold, adjusting position size, or altering investment intent, but the excerpt omits all quantitative disclosures and purpose statements. For investors tracking the announced SPAC combination, this omission means the filing provides no observable input for modeling redemption windows, assessing liquidity drains, monitoring trust preservation, or anticipating extension decisions. The record stands as a procedural update rather than a substantive marker of deal execution or capital allocation.
What changed: Routine compliance exhibit: An amended Schedule 13G beneficial ownership report. This document is an amended Schedule 13G beneficial ownership report identified by access code [0001167557-25-000029] and filed 2025-11-12. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the excerpt names three affiliated holders (AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; AQR Arbitrage, LLC) but provides no share quantities, ownership percentages, acquisition dates, or comparative baselines. It therefore does not modify the redemption schedule, adjust trust account mechanics, prompt an extension assessment, update merger execution status, or reflect sponsor conduct. Regarding other substance, the filing contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Because the submission discloses no numerical thresholds, voting directives, or activist intent, it does not directly impact redemption demand forecasting, trust distribution timelines, or business combination probability. Ongoing institutional affiliation reporting may marginally inform secondary market liquidity expectations, but absent disclosed stake changes or transaction-specific commentary, it offers no actionable adjustment to tracker calendars, valuation benchmarks, extension triggers, or sponsor accountability metrics.
What changed: An 8-K current report (Items 7.01 and 9.01) filing under Securities Act Rule 425 that attaches a corporate investor presentation (Exhibit 99.1, dated November 3, 2025) marketed by Israel Acquisitions Corp. to promote a proposed business combination with Gadfin Ltd. and a newly formed holding vehicle (Gadfin Regev Holdings Ltd.). No modifications were announced to the SPAC’s redemption deadline (January 18, 2027), voting schedule, extension procedures, or sponsor conduct. The filing discloses no trust account balance, per-share redemption estimate, or accrued interest. Deal progress advanced solely through the public circulation of the attachment, which establishes the transaction’s financial architecture: a $180 million pre-money valuation, a $21 million minimum funding requirement, and a prospective post-money valuation between $241 million and $261 million. Management explicitly conditions these figures on the 'level of redemption of SPAC shareholders,' noting that heavier redemptions will reduce deployable capital and alter sponsor equity retention. Why it matters: 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.
What changed: A Form 425 filing containing Exhibit 99.1, a corporate presentation dated November 3, 2025, communicated pursuant to Rule 425 regarding a proposed business combination between Israel Acquisitions Corp., Gadfin Ltd., and Gadfin Regev Holdings Ltd. The filing finalizes investor-facing materials following a signed Business Combination Agreement (BCA). It projects a pre-money valuation of $180M and a post-money valuation of $241M–$261M*, noting the range depends on remaining sponsor shares, SPAC shareholder redemption levels, and PIPE terms, while mandating a minimum of $21M in funding. Development milestones target Spirit V test flights in Q4 2025, Spirit V serial production in Q4 2026, commercial operations in Q2 2027, and FAA, EASA, and CAAI approvals by Q4 2027. The SPAC redemption deadline remains 2027-01-18; no adjustments to trust mechanics, redemption windows, or extensions are disclosed. Why it matters: 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.
What changed: Form 8-K Rule 425 written communication containing a Letter Agreement and an Advisory Agreement that formalize the waiver of the deferred underwriting commission and the corresponding compensation structure for the proposed business combination. According to the Letter Agreement dated October 14, 2025, executed by Israel Acquisitions Corp., Israel Acquisitions Sponsor LLC, and Gadfin Ltd., Gadfin waived its termination right under the January 26, 2025 Business Combination Agreement that was triggered because the Company had not received a full cash waiver of deferred underwriting fees within thirty days of July 2, 2025. Under the Advisory Agreement dated October 10, 2025, executed by BTIG, LLC and accepted by the Client and the Sponsor, BTIG waived its right to the Deferred Underwriting Commission in exchange for an Advisory Fee consisting of $500,000 in cash (stated to be payable from the trust account) and 100,000 Class A ordinary shares. Israel Acquisitions Sponsor LLC committed to forfeit an identical number of ordinary shares on a one-for-one basis, and Gadfin and Israel Acquisitions Corp agreed that NewPubco will arrange a Public Offering of Securities Insurance policy to cover BTIG indemnification claims, with costs divided 50% each between the Sponsor and NewPubco. Why it matters: 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: Form 8-K reporting the execution of a Letter Agreement among Israel Acquisitions Corp., Israel Acquisitions Sponsor LLC, and Gadfin Ltd., and an Advisory Agreement with BTIG, LLC. Gadfin waived its Business Combination Agreement termination right triggered by failure to secure a deferred underwriting commission waiver within thirty days of July 2, 2025. In return, BTIG agreed to waive the Deferred Underwriting Commission contingent on receiving an Advisory Fee of $500,000 paid from the trust account and 100,000 Class A ordinary shares of ISRL, which will convert to 100,000 NewPubco ordinary shares valued at $10.00 per share upon closing. The Sponsor forfeited an identical number of ordinary shares. NewPubco committed to securing a Public Offering of Securities Insurance policy protecting BTIG from indemnification claims for a fixed six-year period post-Closing, with costs split 50% between the Sponsor and NewPubco. BTIG secured a three-year exclusive right of first refusal to serve as lead underwriter for any future SPAC IPO featuring Ziv Elul or Izhar Shay. Why it matters: The agreement redirects $500,000 from the trust account and issues 100,000 additional common shares at closing, partially offset by sponsor share forfeiture, thereby adjusting the pro forma net asset value per share available to redeeming investors. Eliminating the deferred commission prevents a traditional trust sinkhole payout but substitutes it with immediate cash and equity distributions, directly influencing shareholder redemption calculations if substantial holders elect to exit. The mandatory insurance procurement and $7,500 out-of-pocket expense cap (without prior written consent) standardize transaction costs and mitigate downstream litigation risk. The previously established January 18, 2027 liquidation deadline remains intact with no extension announced. Registrant management attributed all projected financial metrics and operational forecasts to current expectations, expressly disclaiming guarantees amid identified risks including geopolitical conflict, regulatory shifts, and capital market volatility.
What changed: This document is a Joint Filing Agreement (Exhibit 99) attached to a Schedule 13G, formally confirming that the undersigned institutions—G1 Execution Services, LLC and Susquehanna Securities, LLC—will file their respective Section 13(d) beneficial ownership reports on behalf of each other in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934. The exhibit discloses no adjustments to the SPAC’s redemption deadline, trust account composition or value, extension mechanisms, merger announcement status, or sponsor conduct. It is a purely procedural declaration limited to the administrative mechanics of submitting a Form 13G on a collective basis between two registered brokerage and clearing entities. No share quantities, dollar amounts, or transaction metrics are reported in this attachment beyond the $0.0001 par value referenced in the subject security description. Why it matters: For investors monitoring liquidity windows, trust preservation, or deal execution timelines, this filing provides no operational updates and does not alter any mechanical conditions attached to shareholder redemption rights or capital raises. The only substantive content is a regulatory compliance arrangement acknowledging that these two financial intermediaries maintain positions in Israel Acquisitions Corp, as documented in the filing header and executed by Secretary Brian Sopinsky on August 13, 2025. All assertions are attributed directly to the filing’s text and signatory block. Because it contains no announcements regarding customers, revenue, market positioning, technology, partnerships, litigation, or personnel, it functions as a standard institutional record-keeping artifact rather than an indicator of strategic shifts or sponsorship activity.
What changed: Routine compliance exhibit (Schedule 13G/A beneficial ownership report). The provided text states only that Meteora Capital, LLC filed an amended Schedule 13G/A regarding beneficial ownership in Israel Acquisitions Corp (ISRLF) on 2025-08-14. No share quantities, percentage positions, voting arrangements, or transaction triggers are disclosed in this excerpt. Why it matters: This filing tracks institutional holder positioning and does not bear on the mechanics of the SPAC trust, redemption deadline, extension procedures, deal progress, or sponsor conduct. Meteora Capital, LLC made no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the excerpt lacks numerical holdings, acquisition prices, and merger terms, it does not provide new information that would influence shareholder redemption calculations, trust account sufficiency, or the announced combination timeline.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025, filed by Israel Acquisitions Corp, a blank-check company seeking to complete a business combination with Gadfin Ltd. Trust account decreased to $9,570,875 from $82,604,083 at December 31, 2024 due to redemption of 6,461,683 Class A ordinary shares on January 6, 2025. Shares subject to possible redemption fell to 797,932. Working capital deficit widened to $2,120,405. Sponsor promissory notes: $1,554,638 total, including $139,638 under 2025 Extension Note (five $27,927 draws), $600,000 Extension Note, and $815,000 July Promissory Note. Business Combination Agreement with Gadfin amended July 2, 2025: Gadfin equity value revised to $180,000,000 (or $150,000,000 if deferred revenue < $4,500,000 at closing); requirement for company to liquidate immediately after merger removed; company must obtain full cash waiver of deferred underwriting fees within 30 days or Gadfin may terminate without penalty. Nasdaq MVLS deficiency notice received May 28, 2025; company has until November 24, 2025 to regain compliance. Net loss of $238,126 for Q2 2025 vs net income of $738,891 in Q2 2024. Gain on extinguishment of liability of $125,669 year-to-date. Why it matters: Trust account depletion from large redemptions and negative working capital raise liquidity risk; the company acknowledges substantial doubt about going concern. The Gadfin deal amendment provides critical detail on valuation, conditions, and a key termination right tied to underwriter fee waiver, which could scuttle the transaction if not resolved. Nasdaq non-compliance threatens listing. All of these directly impact shareholder redemption timing, deal viability, and sponsor conduct.
trust account, combination deadline, going-concern doubt +3nothing moved · 6 with no prior record of ours
- Trust account
- $82.6M · unchanged
- Combination deadline
- 2026-01-18 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $237K · unchanged
- Mandate language
- we intend to focus our search on high-growth technology comp… · unchanged
- Redeemable shares
- 798K · unchanged
The clause “4 (Level 1) (Level 2) (Level 3) Assets Cash and marketable securities held in Trust Account $ 82,604,083 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which”…
The clause …“extend the Termination Date from January 18, 2025 up to twelve (12) times to January 18, 2026, with each such Extension comprised of one month. Pursuant to the Second Trust Agreement Amendment, the Company can extend the Termination”…
The clause …“and liquidate the Trust Account. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial”…
The clause …“principal amount of $ 300,000 . As of January 18, 2023, the Company had borrowed $ 237,234 under the Promissory Note. On January 18, 2023 the Company paid $ 245,540 to the Sponsor, resulting in an overpayment of $ 8,306 that was”…
The clause “200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 797,932 and 7,259,615 shares subject to possible redemption) at June 30, 2025 and December 31, 2024, respectively 76 76 Class B ordinary shares, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.