Israel Acquisitions Corp 10-Q for FY2024 Q1
Israel Acquisitions Corp (ISRLF)
About this 10-Q
Israel Acquisitions Corp filed this 10-Q on May 15, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $575.86K
- down 49.7% from net income of $1.14M a year earlier
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter) |
| ||
(State or other jurisdiction of | | (I.R.S. Employer |
(Address of principal executive offices) |
( |
(Issuer’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| | The | ||
| | The | ||
| | The |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 15, 2024, there were
TABLE OF CONTENTS
1
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
ISRAEL ACQUISITIONS CORP
CONDENSED BALANCE SHEETS
(UNAUDITED)
| | March 31, | | December 31, | ||
|
| 2024 |
| 2023 | ||
ASSETS | | | | | | |
Current assets: |
| |
|
| |
|
Cash and cash equivalents | | $ | | | $ | |
Prepaid expenses | |
| | |
| |
Cash and Marketable Securities held in Trust Account | |
| | |
| |
Total Current Assets | |
| | |
| |
Total Assets | | $ | | | $ | |
| | | | | | |
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | | | | | |
Current liabilities: | |
|
| |
|
|
Accrued expenses | | $ | | | $ | |
Accounts payable | |
| | |
| |
| | | | | | |
| | | | | — | |
Deferred underwriting commissions | | | | | | |
Total Current Liabilities | | | | | | |
Total Liabilities | |
| | |
| |
| | | | | | |
Commitments and Contingencies (Note 5) | |
|
| |
|
|
Class A ordinary shares subject to possible redemption, $ | | | | | | |
| | | | | | |
Shareholders’ Deficit | |
| | |
| |
Preference shares, $ | |
| |
| ||
Class A ordinary shares, $ | |
| | |
| |
Class B ordinary shares, $ | |
| | |
| |
Additional paid-in capital | |
| — | |
| — |
Accumulated deficit | |
| ( | |
| ( |
Total Shareholders’ Deficit | |
| ( | |
| ( |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | | $ | | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
ISRAEL ACQUISITIONS CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| | For the Three | | For the Three | ||
| | Months Ended | | Months Ended | ||
| | March 31, | | March 31, | ||
| | 2024 | | 2023 | ||
|
| |
| | ||
Marketing and advertising expense | | $ | — | | $ | |
Administrative expense | | | | | | |
Administrative expense – related party | | | | | | |
Legal and accounting expense | | | | | | |
Dues and subscriptions expense | | | | | | |
Listing fee expense | | | | | | |
Insurance expense | | | | | | |
Loss from operations | | | ( | | | ( |
| | | | | | |
Other income: | | | | | | |
Unrealized gain on marketable securities held in Trust Account | | | — | | | |
Dividend income on marketable securities held in Trust Account | | | | | | |
Dividend income | | | | | | |
Interest income | | | | | | |
Other income | | | | | | |
Net income | | $ | | | $ | |
| | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | |
| | |
| |
| | | | | | |
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | | $ | | | $ | |
| | | | | | |
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares | | | | | | |
| | | | | | |
Basic and diluted net loss per share, non-redeemable Class A ordinary shares | | $ | ( | | $ | ( |
| | | | | | |
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares | | | | | | |
| | | | | | |
Basic and diluted net loss per share, non-redeemable Class B ordinary shares | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
ISRAEL ACQUISITIONS CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
| | Class A | | | | | | | | |
| | | | |||||||||||
| | Ordinary Shares Subject to Possible | | | Class A | | Class B | | Additional | | | | | Total | |||||||||||
| | Redemption | | | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | ||||||||||||
|
| Shares |
| Amount |
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance – December 31, 2023 |
| | | $ | | |
| | | $ | |
| | | $ | | | $ | — | | $ | ( | | $ | ( |
Remeasurement of Class A ordinary shares to redemption value |
| — | |
| | |
| — | |
| — |
| — | |
| — | |
| — | |
| ( | |
| ( |
Redemption of Class A ordinary shares | | ( | | | ( | | | — | | | — | | — | | | — | | | — | | | — | | | — |
Net income | | — | | | — | | | — | | | — | | — | | | — | | | — | | | | | | |
Balance - March 31, 2024 |
| | |
| | |
| | | $ | |
| | | $ | | | $ | — | | $ | ( | | $ | ( |
| | Class A | | | | | | | | |
| | | | |||||||||||
| | Ordinary Shares Subject to Possible | | | Class A | | Class B | | Additional | | | | | Total | |||||||||||
| | Redemption | | | Ordinary Shares | | Ordinary Shares | | Paid-in | | Accumulated | | Shareholders’ | ||||||||||||
|
| Shares |
| Amount |
|
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||||
Balance – December 31, 2022 |
| — | | $ | — | |
| — | | $ | — |
| | | $ | | | $ | | | $ | ( | | $ | ( |
Issuance of Class A ordinary shares in initial public offering | | | | | | | | — | | | — | | — | | | — | | | | | | — | | | |
Sale of private placement units |
| — | |
| — | |
| | |
| |
| — | |
| — | |
| | |
| — | |
| |
Remeasurement of Class A ordinary shares to redemption value | | — | | | | | | — | | | — | | — | | | — | | | ( | | | ( | | | ( |
Net income | | — | | | — | | | — | | | — | | — | | | — | | | — | | | | | | |
Balance - March 31, 2023 | | | | | | | | | | $ | | | | | $ | | | $ | — | | $ | ( | | $ | ( |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
ISRAEL ACQUISITIONS CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| | Three Months | | Three Months | ||
| | Ended | | Ended | ||
| | March 31, | | March 31, | ||
|
| 2024 |
| 2023 | ||
| | | | | ||
Cash Flows from Operating Activities: |
| |
|
| |
|
Net income | | $ | | | $ | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |
| | |
| |
Unrealized gain on marketable securities held in Trust Account | |
| — | |
| ( |
Changes in operating assets and liabilities: | |
| | |
| |
Prepaid expenses | |
| | |
| ( |
Due to related party | | | | | | |
Accounts payable | | | | | | |
Accrued expenses | | | | | | ( |
Net cash provided by (used in) operating activities | |
| | |
| ( |
| | | | | | |
Cash Flows from Investing Activities: | | | | | | |
Purchase and reinvestment of marketable securities held in Trust Account | | | ( | | | ( |
Proceeds from redemption of marketable securities held in Trust Account | | | | | | — |
Net cash provided by (used in) investing activities | | | | | | ( |
| | | | | | |
Cash Flows from Financing Activities: | |
| | |
|
|
Proceeds from issuance of ordinary shares | |
| — | |
| |
Proceeds from sale of private placement units | |
| — | |
| |
Payment of promissory note – related party | | | — | | | ( |
Payment of offering costs | | | — | | | ( |
Proceeds from promissory note – related party | | | | | | — |
Redemptions of Class A ordinary shares subject to redemption | | | ( | | | — |
Net cash (used in) provided by financing activities | |
| ( | |
| |
| | | | | | |
Net Change in Cash and Cash Equivalents | |
| ( | |
| |
Cash and Cash Equivalents - Beginning | |
| | |
| |
Cash and Cash Equivalents - Ending | | $ | | | $ | |
| | | | | | |
Non-Cash Investing and Financing Activities: | |
| | |
| |
Remeasurement of Class A ordinary shares subject to possible redemption | | $ | | | $ | |
Deferred underwriter fee payable | | $ | — | | $ | |
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
ISRAEL ACQUISITIONS CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources
Israel Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
As of March 31, 2024, the Company had not commenced any operations. All activity for the period from August 24, 2021 (inception) through March 31, 2024 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of gains on marketable securities held in the Trust Account, as well as interest and dividend income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Registration Statement”). On January 18, 2023, the Company consummated its Initial Public Offering of
Following the closing of the Initial Public Offering on January 18, 2023, $
On January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Invest Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from
6
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination having an aggregate fair market value of at least
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants.
The Company will proceed with an initial business combination if the Company has net tangible assets of at least $
The Sponsor and our executive officers and directors have agreed (a) to waive their respective redemption rights with respect to any Founder Shares, Private Shares, or Public Shares held by them in connection with the completion of an initial business combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares if the Company fails to consummate an initial business combination, and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect a public shareholders’ ability to convert or sell their Public Shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem
If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Public Warrants or Private Warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period.
7
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $
Business Combination Agreement
On January 2, 2024, the Company entered into a business combination agreement with Pomvom Ltd., a company organized under the laws of Israel (“Pomvom,” and such agreement, the “Business Combination Agreement”), pursuant to which, among other things and subject to the terms and conditions contained therein (i) Pomvom will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubCo”) to be formed, (ii) Pomvom will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub”) to be formed, (iii) Pomvom will cause NewPubCo and Merger Sub to become a party to the Business Combination Agreement by delivering a joinder to the Business Combination Agreement, (iv) Pomvom will effect the Share Split (as defined therein), (v) NewPubco, the shareholders of Pomvom and the holders of equity awards of Pomvom will effect the Equity Exchange (as defined therein), and (vi) Merger Sub will merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of NewPubCo (the “Merger”).
On April 22, 2024, the Company and Pomvom entered into an amendment (the “Amendment”) to the Business Combination Agreement. Pursuant to the Amendment, the Company and Pomvom agreed to (i) extend the date by which the Company and Pomvom must determine all members of the Board of the post-combination company from April 30, 2024 to June 30, 2024, (ii) extend the date by which an independent compensation consultant shall present a benchmark analysis of the compensation packages for officers and directors of public market companies that are comparable to Pomvom and recommendations for officer and director compensation packages to the Pomvom’s compensation committee and board of directors in connection with their review and approval of such packages from April 30, 2024 to June 30, 2024, and (iii) extend the Minimum Equity Financing Proceeds Termination Date (as defined in the Business Combination Agreement) from June 30, 2024 to August 31, 2024.
Liquidity Capital Resources and Going Concern
As of March 31, 2024, the Company had $
The Company’s liquidity needs through March 31, 2024 had been satisfied through a payment from the Sponsor of $
8
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 4 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial business combination will be successful. In addition, management is currently evaluating the impact of the invasion of Ukraine by Russia, the increased rate of inflation in the United States and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and its effect on the Company’s financial position, results of its operations and/or search for a target company.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we have not consummated our initial business combination within the Combination Period because we do not have sufficient funds available to us, we will be forced to cease operations 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 statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements.
In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of many businesses in Israel for several days. In addition, there continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements.
The specific impact of these ongoing events is not readily determinable as of the date of these financial statements and these financial statements do not include any adjustments that may result from the outcomes of these uncertainties.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
9
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had $
Cash and Marketable Securities held in Trust Account
Following the closing of the Initial Public Offering on January 18, 2023, an amount of $
10
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2024,
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.
The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at March 31, 2024 as follows:
Gross proceeds from Initial Public Offering |
| $ | |
Less: | |
| |
Proceeds allocated to public warrants | |
| ( |
Offering costs allocated to Class A ordinary shares subject to possible redemption | |
| ( |
Plus: | |
| |
Accretion of Class A ordinary shares subject to possible redemption | |
| |
Class A ordinary shares subject to possible redemption at December 31, 2023 | | | |
Redemption of Class A ordinary shares | | | ( |
Re-measurement of Class A ordinary shares subject to possible redemption | | | |
Class A ordinary shares subject to possible redemption at March 31, 2024 | | $ | |
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
11
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. ln those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Financial Instruments
The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. There were no derivative financial instruments accounted for as liabilities as of March 31, 2024 and December 31, 2023.
Warrants
The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were
12
There is currently no taxation imposed by the government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement.
Net Income (Loss) Per Ordinary Share
The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders.
Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2024 (in dollars, except share amounts):
|
| Three Months Ended | |
| | March 31, 2024 | |
Net income | | $ | |
Accretion of temporary equity to redemption value | |
| ( |
Net loss including accretion of temporary equity to redemption value | | $ | ( |
| | Three Months Ended | |||||||
| | March 31, 2024 | |||||||
| | | | | | | | Class B Non- | |
|
| Class A Redeemable |
| Class A Non-redeemable |
| redeemable | |||
Basic and diluted net income (loss) per share: |
| |
|
| |
|
| |
|
Numerator: |
| |
|
| |
|
| |
|
Allocation of net income by class | | $ | | | $ | | | $ | |
| | | | | | | | | |
Less: Accretion allocation based on ownership percentage | | $ | ( | | $ | ( | |
| ( |
Allocation of accretion of temporary equity to redeemable shares | |
| | |
| — | |
| — |
Total net income (loss) by class | | $ | | | $ | ( | |
| ( |
| | | | | | | | | |
Denominator: | |
| | |
| | |
| |
Weighted average shares outstanding | |
| | |
| | |
| |
Basic and diluted net income (loss) per share | | $ | | | $ | ( | |
| ( |
13
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2023 (in dollars, except share amounts):
|
| Three Months Ended | |
| | March 31, 2023 | |
Net loss from beginning on the year to date of initial public offering | | $ | ( |
Net income from date of initial public offering to period end | |
| |
Total income for the three months ended March 31, 2023 | |
| |
Accretion of temporary equity to redemption value | |
| ( |
Net loss including accretion of temporary equity to redemption value | | $ | ( |
|
| Three Months Ended | |||||||
| | March 31, 2023 | |||||||
| | | | | | | | Class B Non- | |
|
| Class A Redeemable |
| Class A Non-redeemable |
| redeemable | |||
Basic and diluted net income (loss) per share: |
| |
| | |
|
| |
|
Numerator: |
| |
| | |
|
| |
|
Allocation of net loss from inception to date of initial public offering | | $ | — | | $ | — | | $ | ( |
Allocation of net income from date of initial public offering to period end | |
| | |
| | |
| |
Total income allocated by class | |
| | |
| | |
| |
| | | | | | | | | |
Less: Accretion allocation based on ownership percentage | | $ | ( | | $ | ( | | | ( |
Allocation of accretion of temporary equity to redeemable shares | |
| | |
| — | |
| — |
Total net income (loss) by class | | $ | | | $ | ( | | | ( |
| | | | | | | | | |
Denominator: | |
| | |
| | |
| |
Weighted average shares outstanding | |
| | |
| | |
| |
Basic and diluted net income per share | | $ | | | $ | ( | | | ( |
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.
Note 3 - Initial Public Offering
On January 18, 2023 the Company sold
An aggregate of $
14
Company Act, as determined by the Company. As of March 31, 2024, $
Note 4 - Related Party Transactions
Founder Shares
On January 26, 2022, the Sponsor purchased
On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of
On May 7, 2023, the Sponsor transferred
The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time.
Private Placement
The Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC purchased an aggregate of
Related Party Loans
In addition, to finance transaction costs in connection with an initial business combination, the initial shareholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but
Promissory Note – Related Party
On January 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
15
under the Promissory Note. On January 18, 2023 the Company paid $
On January 18, 2024, the Company issued a promissory note in the amount of $
As of March 31, 2024 and December 31, 2023, there was $
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor commencing on the date the securities of the Company are first listed on the Nasdaq Global Market, pursuant to a Registration Statement on Form S-1 filed by the Company with the SEC and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. The Company will pay $
Note 5 – Commitments & Contingencies
Registration and Shareholder Rights
The holders of the Founder Shares, as well as the holders of the Private Units (and the underlying securities) and any units that may be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to
Underwriting Agreement
The Company granted the underwriters a
Note 6 — Shareholders’ Equity (Deficit)
Preference shares - The Company is authorized to issue
Class A ordinary shares - The Company is authorized to issue
16
Accordingly, as of March 31, 2024 and December 31, 2023, there were
Class B ordinary shares - The Company is authorized to issue
On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of
Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a
Warrants - Each whole redeemable warrant entitles the registered holder to purchase one whole Class A ordinary share at a price of $
The Company agrees that as soon as practicable, but in no event later than
17
Redemption of Warrants when the Price per Class A Ordinary Share Equals or Exceeds $
Once the warrants become exercisable, the Company may redeem all, but not less than all, of the Public Warrants:
| ● | Not earlier than 90 days after the completion of the initial business combination; |
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | provided that the last reported sale price of the Class A ordinary shares for any 20 days within the 30-trading day period ending on the third trading date prior to the date on which notice of the redemption is given equals or exceeds $ |
| ● | either there is an effective registration statement covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the |
| ● | the Company has elected to require the exercise of the Public Warrants on a “cashless basis.” |
If (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $
The Private Warrants are identical to the Public Warrants underlying the Public Units, except that the Private Warrants may be exercised for cash or on a “cashless basis,” the Private Warrants and the Class A ordinary shares issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee.
If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than
18
Note 7 — Fair Value Measurements
At March 31, 2024 and December 31, 2023, the Company’s cash and marketable securities held in the Trust Account were valued at $
The following table presents the fair value information, as of March 31, 2024 and December 31 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.
The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:
|
| March 31,2024 | |||||||
| | | (Level 1) | | | (Level 2) | | | (Level 3) |
Assets |
| |
|
| |
|
| |
|
Cash equivalents(1) | | $ | | | $ | — | | $ | — |
Cash and marketable securities held in Trust Account(2) | | $ | | | $ | — | | $ | — |
|
| December 31, 2023 | |||||||
|
| (Level 1) |
| (Level 2) |
| (Level 3) | |||
Assets | | |
|
| |
|
| |
|
Cash equivalents(1) | | $ | | | $ | — | | $ | — |
Cash and marketable securities held in Trust Account(2) | | $ | | | $ | — | | $ | — |
| (1) | The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. |
| (2) | The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. |
Measurement
The Company established the initial fair value for the cash and marketable securities held in the Trust Account on January 18, 2023, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on January 18, 2023, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement.
19
Note 8 — Subsequent Events
On April 16, 2024, the Company drew an additional $
On April 22, 2024, the Company and Pomvom entered into an amendment (the “Amendment”) to the Business Combination Agreement. Pursuant to the Amendment, the Company and Pomvom agreed to (i) extend the date by which the Company and Pomvom must determine all members of the board of directors of the post-combination company from April 30, 2024 to June 30, 2024, (ii) extend the date by which an independent compensation consultant shall present a benchmark analysis of the compensation packages for officers and directors of public market companies that are comparable to Pomvom and recommendations for officer and director compensation packages to the Pomvom’s compensation committee and board of directors in connection with their review and approval of such packages from April 30, 2024 to June 30, 2024, and (iii) extend the Minimum Equity Financing Proceeds Termination Date (as defined in the Business Combination Agreement) from June 30, 2024 to August 31, 2024.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We refer to this report as our “Quarterly Report on Form 10-Q” and references to “we,” “us” or the “Company” herein reference Israel Acquisitions Corp, a Cayman Islands exempted company. Reference to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Israel Acquisitions Sponsor LLC, a Delaware limited liability company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and “variations” and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of an initial business combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our “Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a newly organized blank check company incorporated on August 24, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets, which we refer to throughout this Quarterly Report on Form 10-Q as our initial business combination. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. While we may pursue an initial business combination target in any industry or sector, we intend to focus our search on high-growth technology companies that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection.
Recent Developments
On January 2, 2024, we entered into the Business Combination Agreement with Pomvom Ltd. (“Pomvom”), pursuant to which, among other things and subject to the terms and conditions contained therein (i) Pomvom will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubco”) to be formed, (ii) Pomvom will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub”) to be formed, (iii) Pomvom will cause NewPubco and Merger Sub to become a party to the Business Combination Agreement by delivering a joinder to the Business Combination Agreement, (iv) Pomvom will effect the Share Split (as defined below), (v) NewPubco, the shareholders of Pomvom and the holders of equity awards of Pomvom will effect the Equity Exchange (as defined below), and (vi) Merger Sub will merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of NewPubCo (the “Merger”). The collective transactions referenced in (i)-(vi) are hereinafter referred to as the “Transactions”. The terms of the Business Combination Agreement, which contain customary representations and warranties, covenants, closing conditions, termination provisions, and other terms relating to the Merger, are summarized in the Recent Developments section in Item 2 to Part I of our Annual Report.
21
On January 18, 2024, the Company issued an unsecured promissory note to the Sponsor, to pay for up to twelve additional one-month extension payments (the “Extension Note”). On each of January 18, 2024, February 20, 2024, and March 12, 2024, the Company drew $50,000, $150,000 in the aggregate, against the Extension Note to pay for each additional one-month extension. The Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation.
On April 22, 2024, we entered into an amendment with Pomvom (the “Amendment”) to the Business Combination Agreement. Pursuant to the Amendment, the we agreed with Pomvom to (i) extend the date by which all members of the board of directors of the post-combination company shall be agreed determined from April 30, 2024, to June 30, 2024, (ii) extend the date by which an independent compensation consultant shall present a benchmark analysis of the compensation packages for officers and directors of public market companies that are comparable to Pomvom and recommendations for officer and director compensation packages to the Pomvom’s compensation committee and board of directors in connection with their review and approval of such packages from April 30, 2024, to June 30, 2024, and (iii) extend the Minimum Equity Financing Proceeds Termination Date (as defined in the Business Combination Agreement) from June 30, 2024, to August 31, 2024.
Results of Operations
As of March 31, 2024, we had not commenced any operations. All activity from inception through March 31, 2024 relates to our formation and initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, our search for a target to consummate a business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering and placed in a U.S.-based trust account (the “Trust Account”). We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2024, we had net income of $575,856, which consisted of listing expenses of $117,464, administrative expenses of $37,029, legal and accounting expenses of $378,580, dues and subscriptions expense of $34,535, and insurance expense of $64,167, offset by dividends income on marketable securities held in the Trust Account of $1,201,832, and dividends and interest on cash and cash equivalents of $5,799.
For the three months ended March 31, 2023, we had net income of $1,143,965, which consisted of listing expenses of $5,213, administrative expenses of $30,885, legal and accounting expenses of $128,184, marketing and advertising expenses of $3,732, dues and subscriptions expense of $2,650, and insurance expenses of $55,887, offset by an unrealized gain and dividend income on marketable securities held in the Trust Account of $1,359,315, dividends and interest on cash and cash equivalents of $11,201.
Liquidity, Capital Resources and Going Concern
As of March 31, 2024, we had $318,357 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $221,502 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
Until the consummation of the Initial Public Offering, our only source of liquidity was from the $25,000 of proceeds from our sponsor’s purchase of Class B ordinary shares, par value $0.0001 per share, and a loan of $237,234 from our sponsor pursuant to a promissory note to cover certain expenses. The promissory note was repaid in full on January 18, 2023.
Following our Initial Public Offering and the sale of Private Placement Units (the “Private Units”) to the sponsor, a total of $146,625,000 was placed in the Trust Account.
For the three months ended March 31, 2024, net cash provided by operating activities was $848,561. Net income of $575,856 was adjusted by $272,705 changes in operating assets and liabilities. Net cash provided by investing activities was $74,569,326 related to proceeds from redemption of marketable securities held in Trust Account of $75,921,158, offset by the purchase of marketable securities held in Trust Account of $150,243, as well as dividends received from and reinvestment of marketable securities of $1,201,589. Net cash used in financing activities was $75,771,158 related to payment of redemptions on Class A ordinary shares subject to redemption of $75,921,158, offset by $150,000 of payments made by the Sponsor for Trust extension fees.
22
As of March 31, 2024, we had marketable securities held in the Trust Account of $79,132,680 (including approximately $1,201,832 of gains on marketable securities) consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination. To the extent that our capital shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of March 31, 2024, we had cash and cash equivalents of $318,357 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. We expect to incur significant costs related to identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year from the date that the financial statements accompanying this Quarterly Report on Form 10-Q are issued.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender. As of March 31, 2024, we did not have any outstanding working capital loans.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of March 31, 2024.
The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, or $5,406,250 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of March 31, 2024.
Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or
23
retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information that is required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our principal executive officer) and Chief Financial Officer (who serve as our principal financial and accounting officer), to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2024.
The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures are designed to provide a reasonable level of assurance that the objectives of the system will be met.
Remediation of Previously Identified Material Weakness
As previously disclosed in Part II, Item 9A of our Annual Report on Form 10 - K for the year ended December 31, 2023, we identified a material weakness related to the fact that we have not yet designed and maintained effective controls relating to the accounting for offering costs related to the Company’s initial public offering. Specifically, certain accounting costs incurred through December 31, 2022 not directly or incrementally related to the initial public offering were incorrectly recorded as deferred offering costs rather than expensed as incurred. During 2023, we implemented a remediation plan, which included a control that our principal financial officer performing additional post-closing review procedures including consulting with subject matter experts related to the accounting for certain offering expenses. As of March 31, 2024, we completed testing over the design and operating effectiveness of the relevant control to conclude that the material weakness was remediated as of March 31, 2024.
Changes in Internal Control over Financial Reporting
Except for remediation of the material weakness described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1.A. Risk Factors
Except as provided below, there have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Annual Report on Form 10-K filed with the SEC on March 28, 2024. The risks described in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.
Beginning in January 2022, there has been a precipitous drop in the market values of companies formed through transactions with special purpose acquisition companies (“SPACs”). Accordingly, securities of companies such as ours may be more volatile than other securities and may involve special risks.
Beginning in January 2022, there has been a precipitous drop in the market values of companies formed through transactions with SPACs like the Company. In recent months, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, the value of our securities are subject to potential downward pressures, which may result in high redemptions of the cash available from the Trust Account. If there are substantial redemptions, there will be a lower public float of the post-business combination company following the Closing, which may cause further volatility in the price of the Company’s securities and adversely impact the ability of Present Experience to secure financing following the Closing. Additionally, substantial redemptions could prevent satisfaction of the Minimum Cash Condition.
The SEC adopted final rules to regulate special purpose acquisition companies that may increase our costs and the time needed to complete an initial business combination.
With respect to the regulation of SPACs like us, the SEC adopted new rules on January 24, 2024 (the “SPAC Rules”) relating to, among other items, enhanced disclosures in business combination transactions involving SPACs and private operating companies; modified condensed financial statements requirements applicable to transactions involving shell companies; additional disclosure obligations and requirements for the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; broadening the potential liability of certain participants in proposed business combination transactions; and discussing and providing guidance regarding the extent to which SPACs could become subject to regulation under the Investment Company Act, including summarizing the SEC staff’s views on the facts and circumstances that are relevant to making a determination as to whether a SPAC meets the definition of an “investment company” under the Investment Company Act. These SPAC Rules may materially adversely affect our ability to consummate an initial business combination, its activities prior to the consummation thereof, and may increase the costs and time related thereto.
In the adoption of the SPAC Rules, the SEC affirmatively chose not to adopt a quantitative, bright-line safe harbor that would provide certainty as to when a SPAC’s pre-business combination activities would not result in the SPAC being treated as an investment company under the Investment Company Act. Instead, the SEC staff expressed its views regarding a five-factor qualitative test, known as the Tonopah factors, to be applied to the facts and circumstances of any SPAC’s activities to determine whether or not the SPAC is acting as an “investment company” under the Investment Company Act. Consequently, there remains uncertainty concerning the applicability of the investment Company Act to any particular SPAC, as the interpretation and application of the Tonopah factors are subjective in nature. It is possible that a claim could be made that we have been operating an unregistered investment company. This risk may be increased if we continue to hold the funds in the Trust Account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash.
See also the section entitled “Risk Factors — If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.”
25
Conditions in Israel, including Israel’s war against Hamas and other terrorist organizations in the Gaza Strip and a potential escalation of the conflict on Israel’s northern border, may materially and adversely affect our business and results of operations.
In early October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched rocket attacks on Israel, which continue through the date of this proxy statement/prospectus. These attacks resulted in a substantial number of deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas. Israel called up several hundred thousand reservists and responded with extensive aerial attacks and a broad ground attack on terrorist targets in Gaza.
In addition, Hezbollah, a terrorist group operating from Lebanon, has launched missile, rocket and shooting attacks against Israeli military sites, troops, and civilian areas in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on Hezbollah in southern Lebanon and targets in Syria. The Houthis, a terrorist group operating from Yemen, is threatening to limit the movement of marine shipments to Israel through the Gulf of Aden and Red Sea, and terrorist groups have also attacked U.S. military targets in the Middle East. As of the date of this report, the military campaign against Hamas and other terrorist organizations is ongoing and could escalate into a larger regional conflict, including risk from Iran and other groups in the region.
Although we continue to monitor the situation closely, to date our operations in Israel have continued without material interruption. None of our employees were directly harmed as a result of the war. Since October 2023, fewer than 10% of our personnel in Israel were called up for military reserve duty as the result of the war. We cannot predict whether there will be further mobilization of reservists, and any further mobilization could impact employees in Israel, including employees who will serve in critical roles in the Company. If a significant number of employees are called for active duty, or forced to stay at home, our operations in Israel and its business may be adversely affected. This is a rapidly changing situation, and we cannot predict its long-term consequences, which could include further regional instability, a deterioration of Israel’s economic and political standing, geopolitical shifts, and adverse effects on trade between Israel and its trading partners, macroeconomic conditions, security conditions and financial markets. There can be no assurance that a significant expansion or worsening of the war will not have a material adverse effect on our ongoing development efforts, business, financial condition and operating results. Commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the real value of property damage that is caused by terrorist attacks or acts of war, such coverage would likely be limited, may not be applicable to the post-business combination company’s business (either due to the geographic location of its offices within Israel or the type of business that it operates) and may not fully cover loss of revenue or economic losses more generally. Furthermore, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover the post-business combination company’s potential damages, or whether such coverage would be timely provided. Any losses or damages incurred as a result of the current conflict in Israel, or any similar conflicts in the future, could have a material adverse effect on the post-business combination company’s business, financial condition and results of operations.
26
If we are unable to consummate an initial business combination by January 18, 2025, we will cease all operations except for the purpose of winding up and redeeming its outstanding public shares and liquidating.
If we are unable to find a suitable target business and consummate an initial business combination by January 18, 2025 (assuming the monthly extension are fully exercised), we will cease all operations except for the purpose of winding up and redeeming 100% of the outstanding public shares and liquidating. Our ability to complete a business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Articles of Association provide that, if we wind up for any other reason prior to the consummation of the initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.20 per public share, or less than $10.20 per public share, on the redemption of their public shares, and our public warrants will expire worthless. See the section entitled “Risk Factors — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by our shareholders may be less than $10.20 per public share.” and other risk factors herein.
If we have not consummated an initial business combination by January 18, 2025, our public shareholders may be forced to wait beyond such period before redemption from its Trust Account.
If we have not consummated an initial business combination by January 18, 2025, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Any redemption of public shareholders from the Trust Account will be effected automatically by function of our Articles prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to its public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond January 18, 2025. We have no obligation to return funds to investors prior to the date of its redemption or liquidation unless, prior thereto, we consummate an initial business combination or amend certain provisions of our Articles, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete an initial business combination and does not amend certain provisions of our Articles. Our Articles provide that, if we wind up for any other reason prior to the consummation of its initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by our shareholders may be less than $10.20 per public share.
Placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have sought to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, in certain circumstances we have not been able to obtain such a waiver, or even if it has, those third parties may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
27
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination by January 18, 2025, or upon the exercise of a redemption right in connection with its initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
As of the end of the fiscal quarter ended March 31, 2024, no director or officer of the Company
28
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
|
|
|
| Incorporated by Reference | ||||||
Exhibit |
| Exhibit Description |
| Form |
| SEC File |
| Exhibit |
| Filing |
2.1 | | 8-K | | 001-41593 | | 2.1 | | January 2, 2024 | ||
2.2 | | Amendment No. 1 to the Business Combination Agreement, dated April 22, 2024, between IAC and Pomvom. | | 8-K | | 001-41593 | | 2.2 | | April 24, 2024 |
3.1 | | Third Amended and Restated Memorandum and Articles of Association, dated January 8, 2024. | | 8-K | | 001-41593 | | 3.1 | | January 11, 2024 |
10.1* | | | | | | | | | | |
10.2 | | | 8-K | | 001-41593 | | 10.2 | | January 2, 2024 | |
10.3 | | | 8-K | | 001-41593 | | 10.3 | | January 2, 2024 | |
10.4 | | | 8-K | | 001-41593 | | 10.1 | | January 11, 2024 | |
10.5* | | Promissory Note, dated January 18, 2024, by and between the Company and Israel Acquisitions Sponsor. | | | | | | | | |
31.1* |
|
|
|
|
|
|
|
|
| |
31.2* |
|
|
|
|
|
|
|
|
| |
32.1** |
|
|
|
|
|
|
|
|
| |
32.2** |
|
|
|
|
|
|
|
|
| |
| | | | | | | | | | |
101.INS* | | XBRL Instance Document | | | | | | | | |
101.SCH* | | XBRL Taxonomy Extension Schema Document | | | | | | | | |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
101.LAB* |
| XBRL Taxonomy Extension Labels Linkbase Document |
|
|
|
|
|
|
|
|
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
104 | | Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101. | | | | | | | | |
* | Filed herewith. |
** | Furnished herewith. |
29
PART III – SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ISRAEL ACQUISITIONS CORP | ||
| | |
Date: May 15, 2024 | By: | /s/ Ziv Elul |
| Name: | Ziv Elul |
| Title: | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
Date: May 15, 2024 | By: | /s/ Sharon Barzik Cohen |
| Name: | Sharon Barzik Cohen |
| Title: | Chief Financial Officer and Director |
| | (Principal Financial and Accounting Officer) |
30
Exhibit 10.1
Execution Version
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 19, 2024, by and among Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Pomvom Ltd., a company organized under the laws of the State of Israel (the “Company”), and Israel Acquisitions Corp, a Cayman Islands exempted company (“SPAC”). The Sponsor, the Company and SPAC are referred to from time to time in this Agreement individually as a “Party” and collectively as the “Parties”.
WHEREAS, on January 2, 2024, SPAC and the Company entered into a Business Combination Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), pursuant to which, among other things, (i) NewPubco, the Company Shareholders and the holders of Company Equity Awards will effect the Equity Exchange and (ii) Merger Sub will merge with and into SPAC, with SPAC surviving the Merger as a direct wholly-owned Subsidiary of NewPubco;
WHEREAS, on January 2, 2024 and concurrently with the entry into the BCA, the Parties hereto entered into a Sponsor Support Agreement (the “Existing Sponsor Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Sponsor agreed to certain voting undertakings and lock-up restrictions as specified therein;
WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 4,696,167 SPAC Class B Shares (the “Sponsor Shares”);
WHEREAS, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 637,500 warrants (each a “SPAC Warrant”) to purchase one (1) SPAC Class A Share per warrant at a price of $11.50 per whole share; and
WHEREAS, the Parties hereto desire to amend and restate the Existing Sponsor Support Agreement by this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, each of the Sponsor, the Company and SPAC hereby agree as follows:
1.Agreement to Vote. The Sponsor, by this Agreement, with respect to the Sponsor Shares (together with any other equity securities of SPAC that Sponsor holds of record or beneficially as of the date of this Agreement or acquires record or beneficial ownership of after the date hereof, collectively, the “Subject SPAC Equity Securities”), hereby agrees during the term of this Agreement: (a) to vote (or cause to be voted), in person or by proxy, or execute and deliver a written consent (or cause a written consent to be executed and delivered), at any meeting of the shareholders of SPAC, including the SPAC Shareholders Meeting, however called, or any adjournment thereof, and in any action by written consent of the SPAC Shareholders, or in any other circumstance in which the vote, consent or other approval of the shareholders of SPAC is
sought (and appear at any such meeting, in person or by proxy, or otherwise cause all of such holder’s Subject SPAC Equity Securities to be counted as present thereat for purposes of establishing a quorum), all of the Subject SPAC Equity Securities held by the Sponsor at such time (i) in favor of the approval and adoption of the BCA and the approval of the Transactions, including the Merger, and the other Transaction Proposals and in favor of any other matter reasonably necessary to the consummation of the Transactions, (ii) against any arrangement, merger, amalgamation, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the SPAC (other than the Transactions), (iii) against any change in the business, management or SPAC Board other than as required or permitted under the BCA and Ancillary Documents and (iv) against any action, agreement or transaction or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of SPAC under the BCA or that would reasonably be expected to result in the failure of the Transactions from being consummated or that would impede, frustrate, prevent or nullify any provision of this Agreement, the BCA or any Ancillary Document; (b) not to redeem, elect to redeem or tender or submit any of its Subject SPAC Equity Securities for redemption in connection with the BCA or the Transactions; (c) not to commit or agree to take any action inconsistent with the foregoing; and (d) not to modify or amend any agreement, contract or arrangement between or among Sponsor and any Affiliate of such Sponsor (other than SPAC or any of its subsidiaries), on the one hand, and SPAC or any of SPAC’s subsidiaries, on the other hand, related to the Transactions.
2.Transfer of Sponsor Shares. Subject to the earlier termination of this Agreement in accordance with Section 10, Sponsor agrees that it shall not, except as otherwise contemplated by this Agreement or with the consent of the Company, directly or indirectly, (a) sell, assign, transfer (including by operation of Law), gift, convey, Lien, pledge, dispose of or otherwise encumber any of the Sponsor Shares or grant any security interest in, or otherwise agree to do any of the foregoing (any of the foregoing, a “Transfer”), except for a sale, assignment or transfer of the Sponsor Shares pursuant to the BCA or to another shareholder of SPAC and bound by the terms and obligations hereof, (b) deposit any Sponsor Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law), or other disposition of any of the Sponsor Shares. Notwithstanding the foregoing, this Section 2 shall not prohibit a Transfer of Sponsor Shares by Sponsor to a permitted transferee pursuant to Section 5(c) of the Insider Letter Agreement; provided, that such Transfer shall be permitted only if, prior to or in connection with such Transfer, such permitted transferee agrees in writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of Sponsor hereunder and to be bound by the terms of this Agreement.
3.Registration Rights Agreement. At the Closing, the Sponsor shall deliver to SPAC a duly executed copy of that certain Registration Rights and Lock-Up Agreement, by and among NewPubco and the additional signatories thereto, in substantially the form attached as Exhibit C to the BCA.
2
4.Waiver of Redemption Rights. The Sponsor agrees during the term of this Agreement not to (a) demand that SPAC redeem the Subject SPAC Equity Securities held by the Sponsor and (b) otherwise participate in any such redemption by tendering or submitting any of the Subject SPAC Equity Securities held by the Sponsor for redemption.
5.Waiver of Anti-Dilution Provision. The Sponsor, solely in connection with and only for the purpose of the Transactions, hereby irrevocably and unconditionally waives, to the fullest extent permitted by Law, its rights to the treatment of its Sponsor Shares as set forth in Section 16 of the SPAC Articles of Association, in connection with the Transactions, and agrees not to assert or perfect any rights to adjustment or other anti-dilution protections with respect thereto.
6.Expenses. If, immediately prior to or at the Closing, SPAC incurs a Transaction Expenses Cap Excess without obtaining the prior written consent of the Company to incur such Transaction Expenses Cap Excess, then Sponsor shall forfeit and surrender a number of NewPubco Ordinary Shares equal to (a) the amount of the Transaction Expenses Cap Excess divided by (b) $10.00, to NewPubco for no consideration and Sponsor shall take any other action reasonably requested by the Company to evidence such forfeiture and surrender.
7.PIPE Financing. Sponsor shall use its reasonable best efforts to raise the PIPE Financing, including, in each case, utilizing the Sponsor Shares and the Sponsor’s SPAC Warrants in connection with such effort, which for the avoidance of doubt, may include transferring or forfeiting such Sponsor Shares or SPAC Warrants.
8.Insider Letter Agreement. Each of Sponsor and SPAC shall comply with, and fully perform all of its obligations, covenants, and agreements set forth in the Insider Letter Agreement, dated as of January 12, 2023, among Sponsor, SPAC and the other parties thereto (the “Insider Letter Agreement”). Without the prior written consent of the Company, each of Sponsor and SPAC hereby agree that from the date hereof until the termination of this Agreement, it shall not amend, modify or vary the Insider Letter Agreement in any manner whatsoever.
9.Representations and Warranties. The Sponsor hereby represents and warrants to the Company as follows:
(a)Organization; Due Authorization. The Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby are within the Sponsor’s limited liability company powers and have been duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly authorized, executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the other Parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
(b)Ownership. The Sponsor is the record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good title to, all of the Sponsor Shares and there exist no Liens or any other limitation or restriction (including any restriction on the right
3
to vote, sell or otherwise dispose of such Sponsor Shares (other than transfer restrictions under the Securities Act)) affecting any such Sponsor Shares, other than any Permitted Liens or pursuant to (i) this Agreement, (ii) the SPAC Articles of Association (iii) the BCA or (iv) any applicable securities Laws. Except for the SPAC Warrants, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of SPAC or any equity securities convertible into, or which can be exchanged for, equity securities of SPAC.
(c)No Conflicts. The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval with respect to the Sponsor that has not been given or other action that has not been taken by any person (including under any contract binding upon the Sponsor or the Sponsor Shares), in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement.
(d)Litigation. There are no Proceedings pending against the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor before (or, in the case of threatened legal proceedings, that would be before) any Governmental Entity, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement.
(e)Acknowledgment. The Sponsor understands and acknowledges that each of the SPAC and Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement. The Sponsor has had the opportunity to read the BCA and this Agreement and has had the opportunity to consult with its tax and legal advisors.
10.Termination. This Agreement and the obligations of the Sponsor under this Agreement shall automatically terminate upon the earlier of: (a) the Closing and (b) the termination of the BCA in accordance with its terms. Upon termination of this Agreement, no Party shall have any further obligations or liabilities under this Agreement; provided that (i) nothing in this Section 10 shall relieve any Party from liability for fraud or willful breach of this Agreement occurring prior to its termination and (ii) the provisions of this Section 10 and Section 12 (other than Section 12(i)) shall survive any termination of this Agreement.
11.No Solicitation. Section 5.06(i) and (j) of the BCA shall apply mutatis mutandis to Sponsor.
12. | Miscellaneous. |
(a)All notices, requests, claims, demands and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not
4
received by such intended recipient)) during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:
If to the Sponsor, to:
Israel Acquisitions Sponsor LLC
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Attention: Alex Greystoke
Email: alex@israelspac.com
with a copy (which shall not constitute notice) to:
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, Texas 75201
Attention: Lynwood Reinhardt
E-mail: lreinhardt@reedsmith.com
and
Naschitz, Brandes, Amir & Co.
5 Tuval Street
Tel Aviv 6789717, Israel
Attention: Tuvia Geffen and Asi Moravchick
Email: tgeffen@nblaw.com; amoravchick@nblaw.com
If to SPAC, to:
Israel Acquisitions Corp
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Attention: Ziv Elul and Sharon Barzik Cohen
Email: Ziv@israelspac.com; Sharon@israelspac.com
with a copy (which shall not constitute notice) to:
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, Texas 75201
Attention: Lynwood Reinhardt
E-mail: lreinhardt@reedsmith.com
and
Naschitz, Brandes, Amir & Co.
5 Tuval Street
5
Tel Aviv 6789717, Israel
Attention: Tuvia Geffen and Asi Moravchick
Email: tgeffen@nblaw.com; amoravchick@nblaw.com
If to the Company, to:
Pomvom Ltd.
35 Hamasger St., Tel Aviv, Israel
Attention: Yehuda Minkovicz, CEO
Email: yehuda.minkovicz@pomvom.com
with a copy (which shall not constitute notice) to:
Greenberg Traurig LLP
One Vanderbilt Avenue
New York, NY 10017
Attention: Eyal Peled
E-mail: Eyal.Peled@gtlaw.com
and
Goldfarb Gross Seligman & Co.
1 Azrieli Center, Round Tower
Tel Aviv 6701101, Israel
Attention: Aaron M. Lampert
Email: aaron.lampert@goldfarb.com
(b)Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
(c)This Agreement (together with the BCA and the other agreements referenced herein and therein) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.
(d)This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party may assign, delegate or otherwise transfer any of its rights or obligations pursuant to this Agreement without
6
the prior written consent of the other Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section 12(d) shall be void ab initio.
(e)The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, shall occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Transactions) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (which, for the avoidance of doubt, includes the Parties’ obligation to consummate the Merger), in addition to any other remedy to which they are entitled at Law or in equity and (ii) the right to specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and/or other equitable relief on any basis, including the basis that any other Party has an adequate remedy at Law or that any award of an injunction, specific performance and/or other equitable relief is not an appropriate remedy for any reason at Law or in equity. Any Party seeking: (A) an injunction or injunctions to prevent breaches of this Agreement; (B) to enforce specifically the terms and provisions of this Agreement; and/or (C) other equitable relief, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such remedy.
(f)This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, or in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.
(g)Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of any Proceeding, claim, demand, action or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such Party (A) arising under this Agreement or (B) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or the transactions
7
contemplated hereby, (x) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 12(g) for any reason, (y) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (1) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (2) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (3) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 12(a) shall be effective service of process for any such Proceeding, claim, demand, action or cause of action.
(h)This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement (including any of the closing deliverables contemplated hereby) by electronic means, including DocuSign, Adobe Sign or other similar e-signature services, e-mail or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement.
(i)Each Party shall use its reasonable best efforts to (i) execute and deliver or cause to be executed and delivered such additional documents and instruments and (ii) take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
(j)This Agreement shall not be effective or binding upon any Party until after such time as the BCA is executed and delivered by SPAC and the Company.
(k)This Agreement may be amended in writing by the Parties hereto at any time prior to the Merger Effective Time. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto.
(l)The Sponsor shall permit and hereby consents to and authorizes SPAC and the Company to publish and disclose (i) all documents and schedules filed with the SEC, (ii) any press release or other disclosure document that SPAC or the Company reasonably determines to be necessary in connection with the Merger or any of the other Transactions, (iii) a copy of this Agreement, (iv) the Sponsor’s identity, (v) the number of the Sponsor Shares and (vi) the nature of such the Sponsor’s commitments and obligations under this Agreement.
[Signature page follows]
8
IN WITNESS WHEREOF, the Sponsor, the Company and SPAC have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| ISRAEL ACQUISITIONS SPONSOR LLC | |
| | |
| By: | /s/ Alex Greystoke |
| Name: Alex Greystoke | |
| Title: Managing Member | |
| | |
| By: | /s/ Charles Ecalle |
| Name: Charles Ecalle | |
| Title: Managing Member | |
| | |
| ISRAEL ACQUISITIONS CORP | |
| | |
| By: | /s/ Ziv Elul |
| Name: Ziv Elul | |
| Title: Chief Executive Officer | |
| | |
| POMVOM LTD. | |
| | |
| By: | /s/ Yehuda Minkovics |
| Name: Yehuda Minkovicz | |
| Title: Chief Executive Officer | |
[Signature Page to A&R Sponsor Support Agreement]
Exhibit 10.5
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: Up to $600,000 | Dated as of January 18, 2024 |
Israel Acquisition Corp, an exempted limited company incorporated in the Cayman Islands and blank check company (“Maker”), promises to pay to the order of Israel Acquisitions Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”), or order, the unpaid Principal Amount (as defined herein) of up to Six Hundred Thousand Dollars ($600,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance under this Note shall be due and payable in full on the earlier of (i) the date on which Maker consummates its initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”) and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding unpaid Principal Amount under this Note may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No interest shall accrue on the unpaid Principal Amount of this Note.
3. Drawdowns; Register. Beginning on January 18, 2024, and thereafter on the seventeenth day of each month (or if such seventeenth day is not a business day, on the business day immediately preceding such seventeenth day) until the earliest to occur of: (i) January 18, 2025; (ii) the consummation of the Business Combination; and (iii) if the Business Combination is not consummated, the date on which the Maker’s board of directors determines, in its sole discretion, to liquidate the Maker’s Trust Account (as defined in Maker’s Certificate of Incorporation), Payee shall advance directly to the Trust Account $50,000 (each, an “Advance” and the sum of all Advances, the “Principal Amount”). Maker shall maintain a register reflecting each Advance and any prepayment of all or a portion of the Principal Amount outstanding under this Note for purposes of recording the aggregate unpaid Principal Amount of this Note outstanding at any time.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid Principal Amount of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the unpaid Principal Amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of
1
creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable (to the extent of working capital available to Maker and unless otherwise satisfied) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid Principal Amount of, and all other sums payable with regard to, this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
2
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. This Note shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.
[Signature page follows]
3
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| | Israel Acquisition Corp |
| | |
| By: | /s/ Ziv Elul |
| | Name: Ziv Elul |
| | Title: Chief Executive Officer |
| Accepted and agreed, | |
| Israel Acquisitions Sponsor LLC | |
| | |
| By: | /s/ Alexander Greystoke |
| | Name: Alexander Greystoke |
| | Title: Manager |
4
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ziv Elul, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Israel Acquisitions Corp;
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
Date: May 15, 2024 | |
/s/ Ziv Elul | |
Ziv Elul | |
Chief Executive Officer and Director | |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sharon Barzik Cohen, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Israel Acquisitions Corp;
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2024 | |
/s/ Sharon Barzik Cohen | |
Sharon Barzik Cohen | |
Chief Financial Officer and Director | |
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Israel Acquisitions Corp (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Ziv Elul, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 15, 2024 | |
/s/ Ziv Elul | |
Ziv Elul | |
Chief Executive Officer and Director | |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Israel Acquisitions Corp (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Sharon Barzik Cohen, Chief Financial Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 15, 2024 | |
| |
/s/ Sharon Barzik Cohen | |
Sharon Barzik Cohen | |
Chief Financial Officer and Director | |
(Principal Financial and Accounting Officer) |