8-K
Israel Acquisitions Corp (ISRLF)
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 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 | 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 1.01. Entry into a Material Definitive Agreement.
On October 14, 2025, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company” or “ISRL”) entered into a Letter Agreement (the “Letter Agreement”) with Gadfin Ltd., a company domiciled in Israel (“Gadfin”), pursuant to which (i) Gadfin consented to ISRL entering into an advisory agreement (the “Advisory Agreement”) by and among ISRL, Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and BTIG, LLC (“BTIG”), under which BTIG will serve as capital markets advisor and waive its right to the deferred underwriting commission (the “Deferred Underwriting Commission”) pursuant to the underwriting agreement between BTIG and ISRL dated January 12, 2023 (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2023) in exchange for the Advisory Fee (as defined below) upon closing of the business combination with Gadfin (the “Business Combination”), (ii) Gadfin agreed that the Advisory Agreement satisfied the requirement under the business combination agreement between Gadfin and ISRL, dated January 26, 2025, as amended (the “BCA”, and the transaction contemplated thereby, the “Transactions”) (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2025) pursuant to which Gadfin had the right to terminate the BCA if ISRL did not receive a waiver of the Deferred Underwriting Commission within thirty (30) days of July 2, 2025, and waived its related termination right under the BCA, (iii) the Sponsor agreed to forfeit an additional number of ordinary shares of ISRL equal to the number of ordinary shares to be issued to BTIG under the Advisory Agreement and (iv) Gadfin and ISRL agreed that prior to closing Gadfin Regev Holdings Ltd., a company domiciled in Israel (“NewPubco”) shall arrange a Public Offering of Securities Insurance policy to cover any indemnification claims brought by BTIG against NewPubco or ISRL. The Letter Agreement is governed by New York law, and constitutes the entire agreement between the parties with respect to its subject matter.
On October 14, 2025, ISRL entered into the Advisory Agreement, effective October 10, 2025, pursuant to which BTIG agreed to provide strategic and capital markets advisory services to ISRL in connection with its business activities, including the Business Combination. Under the Advisory Agreement, BTIG will advise ISRL on market conditions and capital markets strategy, but will not act as a financial advisor or participate in the offering or solicitation of securities for the Business Combination. As compensation for such services, BTIG will receive an advisory fee of $500,000 in cash (payable from the trust account) and 100,000 Class A ordinary shares, par value $0.0001 per share, of ISRL immediately prior to closing of the Business Combination (the “Advisory Fee”), which will be exchanged for 100,000 ordinary shares of NewPubco, valued at $10.00 per share, upon consummation of the Business Combination. In exchange, BTIG waived its right to the Deferred Underwriting Commission, conditioned upon payment of the Advisory Fee and closing of the Business Combination. The Advisory Agreement also provides BTIG with a three-year exclusive right of first refusal to act as lead underwriter for the next special purpose acquisition company initial public offering undertaken by ISRL or the Sponsor under certain conditions and indemnification protections. The Advisory Agreement is governed by New York law and allows BTIG to terminate at any time, in which case it forfeits both the Advisory Fee and the Deferred Underwriting Commission.
The foregoing descriptions of the Letter Agreement and Advisory Agreement are only summaries and are qualified in their entirety by reference to the full text of the Letter Agreement and Advisory Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. ISRL and Gadfin have based these forward-looking statements on each of its current expectations and projections about future events. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and operational metrics and the likelihood and ability of the parties to successfully consummate the Transactions. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Gadfin’s and ISRL’s respective management teams and are not predictions of actual performance. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may materially differ from assumptions. Many actual events and circumstances are beyond the control of ISRL and Gadfin. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about ISRL and Gadfin that may cause each of its actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include changes in domestic and foreign business changes in the competitive environment in which Gadfin operates; Gadfin’s ability to manage its growth prospects, meet its operational and financial targets, and execute its strategy; the impact of any economic disruptions, decreased market demand and other macroeconomic factors, including the effect of a global pandemic, to Gadfin’s business, projected results of operations, financial performance or other financial metrics; Gadfin’s reliance on its senior management team and key employees; risks related to liquidity, capital resources and capital expenditures; failure to comply with applicable laws and regulations or changes in the regulatory environment in which Gadfin operates; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries that Gadfin may face; assumptions or analyses used for Gadfin’s forecasts proving to be incorrect and causing its actual operating and financial results to be significantly below its forecasts, including as a result of, among other things, the inability to sign new contracts or secure necessary financial resources as anticipated; an acquisition not occurring as planned and negatively affecting operating results; the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect NewPubco, which will be the combined company upon closing of the Transactions, or the expected benefits of the Transactions or that the approval of the shareholders of ISRL is not obtained; the risk that shareholders of ISRL could elect to have their shares redeemed by ISRL, thus leaving NewPubco with insufficient cash to complete the Transactions or grow its business; the outcome of any legal proceedings that may be instituted against Gadfin or ISRL; failure to realize the anticipated benefits of the Transactions; risks relating to the uncertainty of the projected financial information with respect to Gadfin; the effects of competition; changes in applicable laws or regulations; the ability of Gadfin to manage expenses and recruit and retain key employees; the ability of ISRL or NewPubco to issue equity or equity linked securities in connection with the Transactions or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; a potential U.S. government shutdown; the impact of certain geopolitical events, including wars in Ukraine and the surrounding region, the war between Israel and Hamas, the war between Israel and Iran, and conflict in the Middle East; the impact of a future pandemic on Gadfin, ISRL or NewPubco’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks; those factors discussed in under the heading “Risk Factors” in the registration statement on Form F-4 confidentially submitted to the SEC by NewPubco (the “Registration Statement”) (when publicly filed), as may be amended from time to time, and other documents filed, or to be filed, with the SEC by ISRL or NewPubco. If any of these risks materialize or Gadfin’s or ISRL’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Gadfin nor ISRL presently know or that Gadfin and ISRL currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Gadfin’s and ISRL’s expectations, plans or forecasts of future events and views as of the date of this communication. Gadfin and ISRL anticipate that subsequent events and developments will cause Gadfin’s and ISRL’s assessments to change. However, while Gadfin and ISRL may elect to update these forward-looking statements at some point in the future, Gadfin and ISRL specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Gadfin and ISRL’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. An investment in Gadfin, NewPubco, or ISRL is not an investment in any of Gadfin’s, NewPubco’s, or ISRL’s respective founders’ or sponsors’ past investments or companies or any funds affiliated with any of the foregoing. The historical results of these investments are not indicative of future performance of Gadfin, NewPubco, or ISRL, which may differ materially from the performance of past investments, companies or affiliated funds.
Additional Information and Where to FindIt / Non-Solicitation
Additional information about the Business Combination, including a copy of the BCA, is disclosed in the Current Report on Form 8-K that ISRL filed with the SEC on January 27, 2025 and is available at www.sec.gov. The documents filed by the Company with the SEC also may be obtained free of charge at the Company’s website at https://israelacquisitionscorp.com/ or upon written request to the Company, 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas, 78738. In connection with the Transactions, the Company confidentially submitted the Registration Statement, which includes a preliminary proxy statement/prospectus, with the SEC. The definitive proxy statement/prospectus will be sent to the shareholders of the Company. The Company and Gadfin also will file other documents regarding the Transactions with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the definitive proxy statement/prospectus, when available, and all other relevant documents filed or that will be filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Transactions.
Participants in the Solicitation
Gadfin, NewPubco, ISRL, the Sponsor and their respective directors and executive officers may be deemed participants in the solicitation of proxies from ISRL’s shareholders with respect to the Transactions and other matters described in the Registration Statement. A list of the names of ISRL’s directors and executive officers and a description of their interests in ISRL is set forth in ISRL’s filings with the SEC (including the Registration Statement, when publicly filed, and Annual Reports and Quarterly Reports filed by ISRL with the SEC on Forms 10-K and 10-Q, respectively) and are available free of charge at the SEC’s website located at www.sec.gov, or by directing a written request to Israel Acquisitions Corp at 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, TX 78738. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
| Exhibit<br><br>No. | Description |
|---|---|
| 10.1 | Letter Agreement, dated as of October 14, 2025, by and among, ISRL, the Sponsor, and Gadfin Ltd. |
| 10.2 | Advisory Agreement, dated as of October 14, 2025, by and among ISRL, the Sponsor, and BTIG. |
| 104 | Cover Page Interactive Data File (embedded within the Inline document) |
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: October 16, 2025 |
Exhibit 10.1
October 14, 2025
Via Email
Gadfin Ltd.
2 Itzhak Modai StreetRehovot, Israel
Attn: Eyal Regev, Chief Executive Officer and Director
Email: eyal@gadfin.com
Re: Agreement Between Israel Acquisitions Corp., Israel Acquisitions Sponsor LLC and Gadfin Ltd.
Dear Eyal:
Pursuant to this letter agreement (the “Letter Agreement”) by and between Israel Acquisitions Corp, a Cayman Islands exempted company (“IAC”), Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the "Sponsor"), and Gadfin Ltd., a company organized under the laws of the State of Israel (“Gadfin” together with IAC and the Sponsor collectively referred to as the “Parties”), the Parties have agreed to certain terms regarding the business combination contemplated in a Business Combination Agreement between IAC and Gadfin dated as of January 26, 2025 (as amended from time to time, the "BCA"; the transaction hereinafter referred to as the “Business Combination”). Capital terms used herein and not otherwise defined shall have the meaning ascribed to them in the BCA. This Agreement confirms the mutual understanding between the Parties that the Parties have agreed as follows:
| 1. | Advisory Agreement. |
|---|---|
| a. | Pursuant to Section 7.1(i) of the BCA, Gadfin has a right to terminate the BCA, without penalty,<br>in the event IAC does not, within thirty (30) days of July 2, 2025, receive a full cash waiver from the underwriters of any deferred underwriting<br>fees currently owed and outstanding by IAC. |
| --- | --- |
| b. | Pursuant to Section 5.9(o) of the BCA, Gadfin hereby consents to IAC’s entry into that certain<br>advisory agreement with BTIG, LLC (“BTIG”), pursuant to which BTIG agrees to (i) serve as capital markets advisor to<br>IAC with respect to strategic and capital markets matters, and (ii) waive IAC’s deferred underwriting fee in exchange for receiving<br>an advisory fee upon the closing of the Business Combination (the “Advisory Agreement”). |
| --- | --- |
| c. | The Parties agree that any SPAC Shares IAC agrees to issue or transfer to BTIG immediately prior to, or<br>at the closing of the business combination with Gadfin (“Closing”), (i) will be considered Covered Shares (as defined<br>in Section 2.6(h) of the BCA) for all intents and purposes, and (ii) Israel Acquisitions Sponsor LLC will forfeit and surrender an identical<br>number of Sponsor Shares on a one-for-one basis at Closing and such forfeited Sponsor Shares will be forfeited and surrendered in addition<br>to, and not as part, of the Sponsor Forfeiture. |
| --- | --- |
| d. | Notwithstanding the fact that the Advisory Agreement was entered into outside of the thirty (30) day period<br>as set forth in the BCA, Gadfin hereby agrees that the Advisory Agreement satisfies Section 7.1(i) of the BCA and agrees to waive<br>any termination rights pursuant to Section 7.1(i) of the BCA. |
| --- | --- |
| e. | As soon as practicable following the date hereof, and in any event prior to Closing, NewPubco shall arrange,<br>in coordination with IAC, Public Offering of Securities Insurance policy (the “POSI Policy”),– a dedicated insurance<br>solution, which will cover, among others, any indemnification claims brought by BTIG (or any other indemnified person thereunder) against<br>NewPubco or IAC pursuant to the Advisory Agreement or any other agreement, including in relation to (i) IAC’s initial public offering,<br>(ii) the performance of the Advisory Agreement, and (iii) the consummation of the Business Combination, for a fixed six-year period post-Closing.<br>The cost of the POSI Policy will be split 50% each between Sponsor and NewPubco. |
| --- | --- |
| 2. | Effective Date. This Letter Agreement shall be deemed effective as of October 14, 2025 (the “EffectiveDate”). |
| --- | --- |
| 3. | Governing Law. This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of<br>New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction)<br>that would cause the application of laws of any jurisdiction other than those of the State of New York. |
| --- | --- |
| 4. | Entire Agreement; Amendment and Modification. This Letter Agreement constitutes the sole and entire<br>agreement of the Parties to this Letter Agreement with respect to the subject matters contained herein, and supersedes all prior and contemporaneous<br>understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Letter Agreement<br>may only be amended, modified, or supplemented by an agreement in writing, signed by each Party. |
| --- | --- |
| 5. | Counterparts. This Letter Agreement may be executed in one or more counterparts (including by PDF<br>or electronic signature, e.g., DocuSign), each of which shall be deemed an original, but all of which shall be deemed to be and constitute<br>one and the same instrument. |
| --- | --- |
[Signature Page Follows]
Please execute the acknowledgement block below to confirm your receipt of this Letter Agreement and your acceptance of its terms and return the executed page to us, which shall be deemed effective as of the Effective Date.
| Yours faithfully, | |
|---|---|
| Israel<br> Acquisition Corp | |
| By: | /s/<br> Ziv Elul |
| Name: Ziv Elul | |
| Title: Chief Executive Officer | |
| ISRAEL<br> ACQUISITIONS SPONSOR LLC | |
| By: | /s/ Alex Greystoke |
| Name: Alex Greystoke | |
| Title: Manager | |
| /s/ Charles Ecalle | |
| Name: Charles Ecalle | |
| Title: Manager |
[Acknowledgement Page Follows]
ACKNOWLEDGMENT
The undersigned hereby acknowledges,agrees, and accepts the terms set forth in this Letter Agreement as of the date written below:
GadfinLtd.
| By: | /s/<br> Eyal Regev |
|---|---|
| Name: Eyal Regev | |
| Title: CEO & Director |
Date: 14.10.2024
Exhibit 10.2
October 10, 2025
Ziv Elul
Chief Executive Officer
Israel Acquisitions Corp
12600 Hill Country Road
Building R, Suite 275
Bee Cave, Texas 78738
Dear Mr. Elul:
This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of BTIG, LLC (“BTIG”) by Israel Acquisitions Corp (the “Client”) to provide strategic and capital markets advisory services as set forth in more detail below (the “Services”). This Agreement also confirms the terms and conditions of the agreement of BTIG and Israel Acquisitions Sponsor LLC (collectively with its subsidiaries and affiliates, the “Sponsor”) with respect to certain rights of first refusal set forth herein. BTIG is a Delaware limited liability company and a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”). This agreement is in addition to that certain underwriting agreement between the Client and BTIG, as a representative of the underwriters, dated January 12, 2023 (the “Underwriting Agreement”).
| 1. | Appointment and Acceptance; Duties; Term |
|---|---|
| a. | The Client hereby engages BTIG to act as its capital markets advisor with respect to strategic and capital markets matters and BTIG<br>accepts such engagement, subject to the terms and conditions of this Agreement. |
| --- | --- |
| b. | BTIG’s Services may include the following: |
| --- | --- |
| i. | Advising on market conditions; and |
| --- | --- |
| ii. | Capital markets analysis and strategic advice. |
| --- | --- |
For the avoidance of doubt, the above Services to be provided by BTIG in connection with this Agreement shall not include activities involving any offering of the Client’s securities or the solicitation or distribution of any securities (an “Offering”), and shall not include BTIG serving or acting as a financial advisor (or similar capacity) to the Client in connection with the Client’s proposed business combination with Gadfin Ltd. (“Gadfin”, and such business combination with Gadfin, the “Business Combination”). In the event that, during the Term (as defined below) Client and BTIG agree that BTIG will perform capital markets advisory services in addition to those listed above, the Client agrees that it will, upon the request of BTIG, enter into an amended and restated letter agreement with BTIG providing for such additional services.
| 2. | Fees |
|---|
As compensation to BTIG for its Services, the Client hereby agrees to pay to BTIG, upon consummation of the Client’s proposed Business Combination and BTIG’s waiver of the Deferred Underwriting Commission (as defined below) as provided in the last paragraph of this Section 2, an advisory fee in the amount of (i) $500,000 in cash, payable from the Trust Account (as defined in the Underwriting Agreement), plus (ii) 100,000 ordinary shares, valued at $10.00 per share, of the public company entity (“Pubco”) that survives the Business Combination and is listed on the New York Stock Exchange or Nasdaq (the “Stock”), (the “Advisory Fee”).
With respect to the Stock portion of the Advisory Fee, the Client shall deliver to BTIG 100,000 ordinary shares, valued at $10.00 per share, of the Client in book-entry form immediately prior to the consummation of the Business Combination and such shares shall be exchanged, upon closing of the Business Combination, for ordinary shares, valued at
$10.00 per share, of PubCo. Any shares of Stock issued or transferred to BTIG in satisfaction of the Advisory Fee shall be free and clear of all liens, encumbrances and other restrictions on the pledge, sale or other transfer of such shares of the Stock. The Client (or PubCo) shall register the Stock on the Registration Statement on Form F-4 filed in connection with the Business Combination.
BTIG agrees that, following its receipt of the Advisory Fee: (i) on any given day, it will not sell more than fifteen percent (15%) of the average daily volume of the Stock sold in the market over the prior thirty (30) days, and (ii) it will not sell more than 40,000 shares of Stock in any given business week. After completion of the Business Combination, PubCo shall maintain the listing of the Stock on Nasdaq, or another nationally recognized stock exchange, until the earlier of (x) disposition of all of the Stock by BTIG or (y) 45 days following the closing of the Business Combination.
Pursuant to the Underwriting Agreement, BTIG acted as Representative of the Underwriters (each as defined in the Underwriting Agreement) on the Client’s initial public offering. The Underwriters are entitled to the Deferred Underwriting Commission (as defined in the Underwriting Agreement) upon consummation of the Business Combination. BTIG hereby agrees that upon the consummation of the Business Combination, it (as Representative) shall be required to enter into an amendment to the Underwriting Agreement, substantially in the form attached hereto as Annex I, to waive the right to payment of the Deferred Underwriting Commission in full; provided, however, that such waiver shall be effective and conditioned upon the payment of BTIG’s Advisory Fee in full. Notwithstanding the foregoing, if BTIG has waived its right to the Advisory Fee or terminated this Agreement prior to the consummation of the Business Combination, then such waiver of the Deferred Underwriting Commission shall be conditioned only on the consummation of the Business Combination and not on the payment of the Advisory Fee. For the avoidance of doubt, the foregoing agreement to amend the Underwriting Agreement to waive the Deferred Underwriting Commission shall apply only if the Business Combination is consummated and BTIG’s Advisory Fee is paid and shall not apply in connection with any transaction that may be contemplated or consummated between the Client and any party other than Gadfin. Such amendment shall be limited to a waiver of the Deferred Underwriting Commission as provided in this paragraph and, for the avoidance of doubt, until such amendment is entered into, all terms of the Underwriting
Agreement (including, but not limited to, the indemnification and contribution provisions thereof) shall remain in full force and effect.
| 3. | Expenses |
|---|
Within fifteen (15) days following Client’s receipt of BTIG’s written request, Client shall reimburse BTIG for all of BTIG’s reasonable out-of-pocket costs and expenses incurred in connection with performing the Services hereunder, including, without limitation, legal, travel, travel related, phone, mailings, delivery and courier expenses, and copying and printing charges; provided, that such total reasonable out-of-pocket costs and expenses shall not exceed, in the aggregate, $7,500 without the Client’s and Gadfin’s prior written consent.
| 4. | Right of First Refusal |
|---|
The Client and the Sponsor hereby grant BTIG the exclusive right of first refusal, for a period of three (3) years following the Effective Date (as defined below), to be the lead managing underwriter and/or lead bookrunner in connection with the first initial public offering of SPAC (as defined below) following the Effective Date (defined below). As used herein, “SPAC” shall mean any special purpose acquisition company formed by the Client or the Sponsor, which has an officer and board of directors composition that includes Izhar Shay or Ziv Elul (or both). The Client, the Sponsor and BTIG shall negotiate in good faith mutually acceptable and commercially reasonable terms of such engagement; provided, however, that the amount and structure of the initial and deferred underwriting fees payable to BTIG in connection with such engagement shall be substantially consistent with such fees that were charged by BTIG to its clients to act as lead managing underwriter and/or lead bookrunner in connection with the initial public offering of a special purpose acquisition company in the five (5) such publicly filed transactions immediately preceding the execution of the engagement letter for the engagement specified in this Section 4. The foregoing notwithstanding, BTIG shall not be obligated to act as the lead managing underwriter. In the event that the Sponsor adds additional individuals as co-sponsors, creates a group to serve as the sponsor and/or forms a legal entity to act as the sponsor to the SPAC, the Sponsor will transfer, assign or otherwise provide for the Sponsor’s obligations under this Section 4 to be included with or assumed by the sponsor or co-sponsor of the SPAC such that the rights, obligations, terms and conditions herein remain in full force and effect.
| 5. | Representations and Warranties |
|---|
Each party represents and warrants that it has full right, authority and power to enter into this Agreement and to carry out the Services contemplated hereby and thereby, and its execution and delivery of this Agreement and its performance of the Services contemplated hereby will not, to such party’s knowledge, violate any laws of any jurisdiction applicable to such party or, to such party’s knowledge, require it to obtain any approval, consent or waiver of, or make any filing with, any person (governmental or otherwise), that it has not already obtained or made.
| 6. | Indemnification |
|---|
Client agrees to indemnify and hold harmless BTIG and its affiliates, the respective directors, officers, partners, members, agents and employees of BTIG and its affiliates, and each other person or entity, if any, controlling BTIG or any of its affiliates (collectively, “Indemnified Persons”) from and against, and Client agrees that no Indemnified Person shall have any liability to Client (or the shareholders, parents, partners, affiliates, security holders or creditors of Client) for, any losses, claims, damages or liabilities, including reasonable and documented attorney’s fees and disbursements (collectively, “Losses”) which arise out of or in connection with (i) this Agreement, (ii) BTIG’s performance thereof, (iii) an Offering or (iv) the Business Combination, except that this Section 6 shall not apply to the extent that any Losses are determined by final judgment of a court of competent jurisdiction to have resulted primarily from the fraud, gross negligence, or willful misconduct of BTIG.
| 7. | Term of Engagement |
|---|---|
| a. | This Agreement shall remain in effect from the date accepted by the Client as set forth in the signature line below (the “Effective<br>Date”) until the earlier of: (a) the deadline for the Client to complete its Business Combination, subject to any extensions<br>of time permitted in the Client’s governing documents, or (b) the payment of BTIG’s Advisory Fee upon the consummation<br>of the Business Combination (the “Term”). |
| --- | --- |
| b. | BTIG may terminate this Agreement at any time for any reason or no reason; provided, however, that if BTIG terminates<br>this Agreement before the consummation of the Business Combination, then it will not be entitled to any Advisory Fee as set forth in Section 2<br>above or the Deferred Underwriting Commission that would be payable upon consummation of the Business Combination. On January 24,<br>2024, the U.S. Securities and Exchange Commission adopted rules that, among other things, suggests that the definition of “underwriter”<br>(a “Statutory Underwriter”) under the Securities Act of 1933, as amended, may, under certain circumstances, include participation<br>in a transaction such as the Business Combination. In the event that BTIG believes that regulatory or related events or circumstances<br>after the date hereof result in an increased likelihood that its engagement under this Agreement may result in BTIG being deemed a Statutory<br>Underwriter, it will notify the Client. The Client and BTIG will discuss potential changes to this Agreement that will either reduce such<br>likelihood or will adequately address the rights and responsibilities BTIG deems necessary for it to undertake the responsibilities of<br>a Statutory Underwriter with respect to the Business Combination or any related transactions. In the event that, the parties do not agree<br>to such changes or such changes are not feasible under the circumstances, BTIG will have the right to terminate this Agreement, effective<br>on written notice delivered to the Client. If this Agreement is terminated, at the request of BTIG, the Client shall disclose in any disclosure<br>documents related to the Business Combination, whether BTIG was directly or indirectly involved as an advisor or in any other capacity<br>in the consummation of the Business Combination or any related transactions, including that BTIG was not involved in any capacity in the<br>consummation of the Business Combination or any related transactions, that BTIG did not approve or disapprove the Business Combination<br>or any related transactions, that BTIG did not pass upon the merits or fairness of the Business Combination or related<br>transactions or pass upon the adequacy or accuracy of the disclosure in connection with the Business Combination, and such other statements<br>that BTIG may reasonably request (the “Non-Involvement Statements”). Furthermore, at the request of BTIG, the Client shall<br>issue a press release, at its own expense, that includes the Non-Involvement Statements. |
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| c. | The provisions of Sections 2 (Fees), Section 3 (Expenses), Section 4 (Right of First Refusal), Section 6<br>(Indemnification), Section 8 (Arbitration), Section 9 (Confidentiality), Section 10 (Notices), Section 11<br>(Marketing Materials; Advertisements), Section 13 (General) and this Section 7 (Term of Engagement) will survive<br>termination of this Agreement, except as otherwise provided in Section 7d. If the Client is not the ultimate surviving public<br>company in the Business Combination, the Client shall cause its obligations pursuant to this Agreement to be assumed promptly upon the<br>closing of such Business Combination by Pubco; provided, however, that neither Pubco nor Gadfin shall have any obligation<br>whatsoever with regard to the Right of First Refusal set forth in Section 4 above or 7d below. |
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| d. | Notwithstanding anything to the contrary herein, if (i) BTIG is engaged in accordance with the terms of Section 4<br>of this Agreement to participate as an underwriter in a capital raise that constitutes an offering subject to compliance with FINRA Rule 5110<br>(such an offering, a “Rule 5110 Offering”), and (ii) this Agreement has been entered into within the review period<br>for assessment of underwriting compensation contemplated by FINRA Rule 5110 with respect to such Rule 5110 Offering (the services<br>provided by BTIG as an underwriter in connection with any such Rule 5110 Offering, the “Underwriting Services”), and<br>thereafter the Client, the Sponsor or the SPAC determines in its reasonable good faith judgment to terminate such underwriting engagement<br>for cause (as such term is defined below), then the right of BTIG to participate in any future capital raise pursuant to Section 4<br>hereof (the “Right of First Refusal”) shall cease to apply and the Client, the Sponsor and the SPAC shall have no obligation<br>to continue to offer BTIG the Right of First Refusal. For purposes of this paragraph, termination “for cause” means a termination,<br>after reasonable notice, of BTIG’s engagement to provide the Underwriting Services as a result of the material failure by BTIG to<br>provide the Underwriting Services, provided that such material failure to provide the Underwriting Services is not a result of market,<br>economic or political conditions, the condition (financial or otherwise) of the Client, the Sponsor or the SPAC, any failure by the Client,<br>the Sponsor or the SPAC or their respective affiliates to comply with the securities laws or to perform its obligations hereunder or otherwise<br>in connection with the Rule 5110 Offering, or any other circumstances outside BTIG’s control. |
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| 8. | Arbitration |
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In the event of any dispute or controversy arising out of or in connection with this Agreement, or any alleged breach hereof, the matter shall be submitted to binding arbitration in the State of New York under the arbitration rules of FINRA. The decision of the arbitrator will be final and binding upon the parties, and the judgment of a court of competent jurisdiction may be entered thereon. Legal fees, fees of the arbitrator and the cost of arbitration shall be borne as determined by the arbitrator.
| 9. | Confidentiality |
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Except as otherwise provided herein, the parties hereto shall keep the terms of this Agreement confidential, unless otherwise required to disclose such information in accordance with applicable law, rule or regulation.
| 10. | Notices |
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Any notice under this Agreement shall be deemed validly given if delivered orally and sent by a nationally-recognized and reputable overnight courier service, or by confirmed E-mail or confirmed facsimile, to:
| If to BTIG:<br><br> <br><br><br> <br>BTIG, LLC<br><br> <br>350 Bush Street<br><br> <br>9th Floor<br><br> <br>San Francisco, CA 94104<br><br> <br>Attn: Paul Wood | If to CLIENT:<br><br> <br><br><br> <br>Israel Acquisitions Corp<br><br> <br>12600 Hill Country Blvd Building R, Suite 275<br><br> <br>Bee Cave, TX 78738 |
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| With a copy to:<br><br> <br><br><br> <br>BTIG, LLC <br><br>350 Bush Street<br><br> 9th Floor <br><br>San Francisco, CA 94104<br><br> Attn: General Counsel or <br><br>Chief Compliance Officer | With a copy to: |
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It is further provided that any such notice shall be legally effective upon receipt of oral and written versions thereof by the intended recipient of such notice.
| 11. | Marketing Materials; Advertisements |
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Client acknowledges and consents to BTIG’s use of Client’s name in marketing and promotional materials for BTIG, including, but not limited to, BTIG’s website.
| 12. | Status of Parties |
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BTIG will be an independent contractor (rather than employee, agent or representative) of Client, and BTIG will not have the right, power or authority to enter into any contract or to create any obligation on behalf of Client or otherwise bind Client in any way. Nothing in this Agreement will create a partnership, joint venture, agency, association, syndicate, unincorporated business or any other similar relationship between the parties.
| 13. | General |
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This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and takes precedence over all prior agreements or understandings, whether oral or written, between BTIG and Client. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. This Agreement may not be amended or modified except in writing signed by each of the parties hereto. Neither party shall assign this Agreement without the prior written consent of the other party.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflicts of laws principles).
If this Agreement correctly sets forth your understanding of the engagement between BTIG and Client, and the agreement between the Sponsor and BTIG with respect to the right of first refusal set forth in Section 4, please sign and return to BTIG a copy of this Agreement. The Agreement as executed shall constitute a binding agreement between us as of the Effective Date.
| Very truly yours, BTIG, LLC | ||
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| By: | /s/<br> Paul Wood | |
| Paul Wood | ||
| Managing Director | ||
| ACCEPTED AND AGREED: | ||
| --- | --- | --- |
| By: Israel Acquisitions Corp | ||
| By: | /s/<br> Ziv Elul | |
| Ziv Elul | ||
| Chief Executive Officer | ||
| ACCEPTED AND AGREED | ||
| By: | Israel Acquisitions Sponsor LLC | |
| By: | /s/ Alex Greystoke | /s/ Charles Ecalle |
| Alex Greystoke | Charles Ecalle | |
| Managing Member | Managing Member |
Annex I – Form Amendment to Underwriting Agreement
BTIG,LLC
65 E 55th Street
New York, New York, 10022
, 2025
Israel Acquisitions Corp
12600 Hill Country Road
Building R, Suite 275
Bee Cave, Texas 78738
Re: Amendment to Underwriting Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Underwriting Agreement, dated as of January 12, 2023 (the “Underwriting Agreement”), by and between Israel Acquisitions Corp (the “Company”) and BTIG, LLC, as representative of the underwriters thereunder (the “Representative”). Reference is also made to that certain engagement letter dated as of October 10, 2025 (the “Engagement Letter”) between the Company and BTIG, LLC (“BTIG”) pursuant to which BTIG was engaged to provide certain strategic and capital markets advisory services and pursuant to which the Company is required to pay BTIG an “Advisory Fee” as defined therein. Capitalized terms used but not defined in this letter agreement (this “LetterAgreement”) shall have the meanings given to such terms in the Underwriting Agreement.
On [the date of this Letter Agreement], the Company consummated a Business Combination with Gadfin Ltd. (the “Gadfin Transaction”).
1. The Company and the Representative hereby agree to amend the Underwriting Agreement, effective and conditioned upon consummation of the Gadfin Transaction and payment to BTIG of the Advisory Fee, by deleting Section 1.3 of the Underwriting Agreement and replacing it with the following:
“1.3 Deferred Underwriting Commission. The Representative agrees that the amount of zero dollars ($0.00) (the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representative for its own account upon consummation of the Company’s initial Business Combination. In the event that the Company is unable to consummate a Business Combination and American, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Representative agrees that: (i) the Representative shall forfeit any rights or claims to the Deferred Underwriting Commission, including any accrued interest thereon; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders. Any deferred underwriting commissions will be fully earned by each Underwriter upon the payment of the purchase price for the Units purchased by such underwriter on the closing of this Offering (including payment of the purchase price of any Option Units) and will be paid if and when the company consummates its Business Combination, without any further conditions.”
The Company and the Representative agree that any reference in the Underwriting Agreement to the amount owed for the Deferred Underwriting Commission that is inconsistent with the provisions of Section 1.3, as amended by this Paragraph 1, shall be deemed amended to be consistent with the provisions of Section 1.3, as amended by this Paragraph 1.
2. For the avoidance of doubt, the amendment of the Underwriting Agreement contained in Paragraph 1 of this Letter Agreement shall apply only in connection with the Gadfin Transaction and shall not apply in connection with any Business Combination that may be contemplated or consummated between the Company and any party other than Gadfin Ltd. The parties agree that if the Gadfin Transaction is terminated for any reason, this Letter Agreement shall be void and of no effect for all purposes.
3. The terms of this Letter Agreement shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Underwriting Agreement. Except as expressly provided in this Letter Agreement, all of the terms and provisions in the Underwriting Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Letter Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the Underwriting Agreement, or any other right, remedy, power or privilege of any party to the Underwriting Agreement, except as expressly set forth herein. Any reference to the Underwriting Agreement in the Underwriting Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Underwriting Agreement, as amended or modified by this Letter Agreement (or as the Underwriting Agreement may be further amended or modified after the date hereof in accordance with the terms thereof).
4. The Representative hereby agrees to take all actions reasonably necessary to effectuate the intent of this Letter Agreement, including, but not limited to, executing and delivering customary certificates and/or letters to American, as the trustee of the Trust Account. Upon the request of the Representative, the Company agrees to execute such other documents, instruments or agreements as may be necessary to effectuate the agreements set forth herein.
[Remainder of Page Left Intentionally Blank. Signature Page Immediately Follows.]
| DRAFT |
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Please acknowledge your agreement and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest convenience.
| Very truly yours, |
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| BTIG, LLC |
| By: |
| Name: Paul Wood |
| Title: Managing Director |
| Accepted and agreed as<br> of : |
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| ISRAEL ACQUISITIONS CORP |
| By: |
| Name: Ziv Elul |
| Title: Chief Executive Officer |