8-K

Israel Acquisitions Corp (ISRLF)

8-K 2023-02-27 For: 2023-02-27
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Added on April 06, 2026

UnitedStates

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CurrentReport

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023

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
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(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:

¨ Written communications pursuant to Rule 425 under the Securities Act
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant ISRLU The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share ISRL The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share ISRLW The Nasdaq Stock Market LLC

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. ¨

Item 8.01. Other Events.

On February 27, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) announced that, commencing on February 28, 2023, the holders of units issued in its initial public offering (the “Units”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant of the Company (the “Warrants”), with each Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share, may elect to separately trade the Ordinary Shares and Warrants included in the Units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbol “ISRL” and “ISRLW,” respectively. The Units not separated will continue to trade on the Nasdaq Global Market under the symbol “ISRLU.” Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.

A copy of the press release issued by the Company announcing the separate trading of the Ordinary Shares and the Warrants is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release, dated February 27, 2023

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: February 27, 2023


Exhibit 99.1

IsraelAcquisitions Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing February 28, 2023


February 27, 2023 07:00 ET | Source: Israel Acquisitions Corp.

BEE CAVE, Texas, Feb. 27, 2023 (GLOBE NEWSWIRE) -- Israel Acquisitions Corp (the "Company") (NASDAQ: ISRLU) announced today that, commencing on February 28, 2023, holders of the units sold in the Company's initial public offering may elect to separately trade the Company's Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and the warrants that are separated will trade on the Nasdaq Global Market ("Nasdaq") under the ticker symbols "ISRL" and "ISRLW," respectively. Those units not separated will continue to trade on Nasdaq under the symbol "ISRLU." Holders of the units will need to have their brokers contact American Stock Transfer & Trust Company, the Company's transfer agent, to separate the units into Class A ordinary shares and warrants.

This press releaseshall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any stateor jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securitieslaws of any such state or jurisdiction.

AboutIsrael Acquisitions Corp

The Company is a Cayman Islands exempted company incorporated as a blank-check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus on high-growth technology companies that are domiciled in Israel, and that either carry out all or a substantial portion of their activities in Israel or have some other significant Israeli connection. The management team is led by Chairman, lzhar Shay, Chief Executive Officer, Ziv Elul, and Chief Financial Officer, Sharon Barzik Cohen.

Forward-Looking Statements

This press releasecontains statements that constitute "forward-looking statements," including with respect to the initial public offeringand search for an initial business combination. No assurance can be given that the offering discussed above will be completed on theterms described, or at all, or that the proceeds of the offering will be used as indicated. Forward-looking statements are subject tonumerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of theCompany's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov.The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except asrequired by law.

Contact:

contact@israelspac.com

1-800-508-1531