M&A - Israel Acquisitions Corp

Form Type: 425

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065834

Filing Summary: Israel Acquisitions Corp (ISRL) has entered into an amendment to its business combination agreement (BCA) with Gadfin Ltd. and Gadfin Regev Holdings Ltd. on July 2, 2025. Key changes to the BCA include: removal of the immediate liquidation requirement following mergers; revision of the Company Equity Value to $180 million; removal of the PCAOB Related Default; revision of the maximum dilution calculation; extension of the Benchmark Analysis deadline to September 30, 2024; and the addition of a termination right for Gadfin if the company does not receive a cash waiver for deferred underwriting fees within 30 days. Additionally, a confidential draft of a Registration Statement on Form F-4 was submitted to the SEC regarding the proposed business combination with Gadfin.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065825

Filing Summary: Israel Acquisitions Corp entered into a material definitive agreement that amends their previous business combination agreement with Gadfin Ltd. The amendment, effective July 2, 2025, involves several significant changes, including the removal of the requirement for immediate liquidation post-merger, a revised company equity value of $180 million, and the addition of a termination right for Gadfin contingent upon the company receiving a cash waiver from underwriters. The amendment also clarified dilution calculations, removed certain default provisions, and extended the deadline for a benchmark analysis.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000141057825000601

Filing Summary: Israel Acquisitions Corp is a Cayman Islands incorporated company focused on effecting mergers, acquisitions, or similar business combinations. The company has not generated revenues and aims to merge with high-growth technology companies primarily from Israel. On January 26, 2025, Israel Acquisitions Corp entered into a Business Combination Agreement with Gadfin Ltd., a tech company specializing in hydrogen-powered drones for logistics and cargo delivery. This merger is positioned to enhance both companies by leveraging Gadfin's advanced drone technology, aimed at improving efficiency in critical cargo transport across various sectors. The document details the firm’s strategic plans, growth expectations, and the successful execution of its Initial Public Offering on January 18, 2023, from which they raised significant capital to fund operations and prospective acquisitions.

Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006123

Filing Summary: On January 26, 2025, Israel Acquisitions Corp entered into a business combination agreement with Gadfin Ltd., which involves the formation of a new company (NewPubco) and two merger subsidiaries (Merger Sub 1 and Merger Sub 2). The agreement outlines that Gadfin will undergo a share split and then merge with Merger Sub 1, making Gadfin a wholly owned subsidiary of NewPubco. Subsequently, IAC will merge with Merger Sub 2, resulting in IAC becoming a direct wholly owned subsidiary of NewPubco. The agreements include terms regarding the share split, merger consideration, and conditions for consummating the merger, such as shareholder approvals and registration of the transaction. This merger is set to significantly alter the structure of both parties, involving equity interests and share conversions, alongside customary representations and warranties typical for business combinations.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006122

Filing Summary: On January 26, 2025, Israel Acquisitions Corp (IAC) entered into a business combination agreement with Gadfin Ltd. The agreement outlines a series of transactions including the formation of NewPubco as a parent company. Gadfin will cause two subsidiaries to be created, through which it will merge with IAC. The agreement specifies a share split and an acquisition merger where Gadfin will become a wholly owned subsidiary of NewPubco. Holders of Gadfin's equity interests will receive approximately $200 million in NewPubco shares, contingent on certain financial metrics. The agreement also describes procedures for the merger, closing conditions, and potential termination clauses. Additionally, a joint press release was issued on January 27, 2025, announcing the execution of this agreement.