8-K/A
Israel Acquisitions Corp (ISRLF)
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K/A
(AMENDMENT NO. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2025
ISRAEL ACQUISITIONS
CORP
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-41593 | 87-3587394 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 12600 Hill Country Blvd, Building R, Suite 275<br><br> <br>Bee Cave, Texas | 78738 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(800) 508-1531
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s)* | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one redeemable warrant | ISLUF | N/A |
| Class A ordinary shares, par value $0.0001 per share | ISRLF | N/A |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ISLWF | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. ¨
*The registrant’s units, Class A ordinary shares, par value $0.0001 per share and warrants each trade on the OTC Markets under the trading symbols “ISLUF”, "ISRLF" and “ISLWF”, respectively.
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 1.01 of the Current Report on Form 8-K filed on January 2, 2026 (the “Original Form 8-K”) solely to disclose the second amendment to the business combination agreement by and among Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”), Gadfin Ltd., a company domiciled in Israel (“Gadfin”) and Gadfin Regev Holdings Ltd., a company domiciled in Israel (“NewPubco”), filed as Exhibit 2.3 hereto. No other changes have been made to the Original Form 8-K.
Item 1.01. Entry into a Material Definitive Agreement.
Administrative Services Agreement Waiver
On January 12, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into an Administrative Services Agreement (the “Agreement”), with Israel Acquisitions Sponsor LLC (the “Sponsor”, together with the Company, the “Parties”). On December 31, 2025, the Parties entered into a waiver to the Agreement (the “Waiver”) whereby the Parties agreed to waive the administrative fees due under the Agreement. Pursuant to the Waiver, the waived administrative fees include (i) the $10,000 per month owed to the Sponsor until the consummation by the Company of an initial business combination or the Company’s liquidation, and (ii) the $240,000 accrued fees to date.
The foregoing description of the Waiver is only a summary and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Second BCA Amendment
As previously reported in Current Reports on Form 8-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2025 and July 3, 2025, the Company entered into a business combination agreement on January 26, 2025, as amended on July 2, 2025 (the “BCA”) with Gadfin Ltd., a company domiciled in Israel (“Gadfin”).
Pursuant to Section 8.3 of the BCA, the BCA may be amended, modified or supplemented by an agreement in writing executed by the Company and Gadfin. On December 31, 2025, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel (“NewPubco”) entered into a second amendment to the BCA (the “Second BCA Amendment”). Pursuant to the Second BCA Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to March 16, 2026. In connection with this change, the prior provisions that provided for automatic extensions of the termination date were removed. All other termination rights under the BCA remain.
The foregoing description of the Second BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Second BCA Amendment, which is attached hereto as Exhibit 2.3, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ISRAEL AcquisitionS Corp | |||
|---|---|---|---|
| By: | /s/ Ziv Elul | ||
| Name: | Ziv Elul | ||
| Title: | Chief Executive Officer and Director | ||
| Dated: March 9, 2026 |
Exhibit 2.3
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 2 to the BUSINESS COMBINATION AGREEMENT, dated as of December 31, 2025 (this "Amendment"), is made by and between Israel Acquisitions Corp, a Cayman Islands exempted company ("SPAC'), Gadfin Ltd., a company domiciled in Israel (the "Company"), and Gadfin Regev Holdings Ltd., a company domiciled in Israel ("NewPubco"). SPAC, the Company, and NewPubco shall each be referred to herein from time to time individually as a "Party" and collectively as the "Parties".
RECITALS:
WHEREAS, SPAC and the Company entered into that certain Business Combination Agreement, dated as of January 26, 2025, as amended (the "Business CombinationAgreement');
WHEREAS, pursuant to Section 8.3 of the Business Combination Agreement, the Business Combination Agreement may be amended, modified or supplemented by an agreement in writing executed by SPAC and the Company; and
WHEREAS, SPAC and the Company desire to amend the Business Combination Agreement as hereinafter set forth.
NOW, THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement.
2. Amendments. The Business Combination Agreement is hereby amended as follows:
3. Section 7.1(d) is hereby deleted in its entirety and replaced with the following:
| a. | by either SPAC or the Company, if the Transactions have not been consummated on or prior to March 16^th^, 2026 (the<br>"Termination Date"); provided, that (i) the right to terminate this Agreement pursuant to this Section 7.l(d) shall<br>not be available to SPAC if SPAC's breach of any of its covenants or obligations under this Agreement shall have proximately caused the<br>failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate<br>this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company's breach of its covenants<br>or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement<br>on or before the Termination Date; |
|---|
4. Effect of this Amendment. Except as expressly provided by this Amendment, each of the provisions of the Business Combination Agreement shall remain unchanged and in full force and effect following the execution of this Amendment. Following the execution of this Amendment, references in the Business Combination Agreement to "this Agreement", "herein", "hereof' or phrases having a similar meaning shall refer to the Business Combination Agreement as amended by this Amendment.
5. Entire Agreement. This Amendment and the Business Combination Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of their respective Subsidiaries with respect to the subject matter hereof.
6. General Provisions. Section 8.4 (Notices), Section 8.5 (Governing Law), Section 8.7 (*Construction; Interpretation),*Section 8.10 (Severability), Section 8.11 (Counterparts; Electronic Signatures), Section 8.14 (Waiverof Jury Trial) and Section 8.15 (Submission to Jurisdiction) of the Business Combination Agreement are incorporated herein by reference and shall apply, mutatis mutandis, to this Amendment as though fully set forth herein.
[Signaturepages follow*]*
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective authorized representatives as of the date first written above.
| ISRAEL ACQUISITIONS CORP | |
|---|---|
| By: | /s/ Ziv Elul |
| Name: Ziv Elul | |
| Title: Chief Executive Officer | |
| GADFIN LTD. | |
| By: | /s/ Eyal Regev |
| Name: Eyal Regev | |
| Title: CEO & Director | |
| GADFIN REGEV HOLDINGS LTD. | |
| By: | /s/ Eyal Regev |
| Name: Eyal Regev | |
| Title: Sole-Director | |
| Date: December 31, 2025 |