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 16, 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 | |
| --- | --- | |
| (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 |
| --- | --- |
| ¨ | 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 onwhich 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 7.01. Regulation FD Disclosure.
On October 16, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into a non-binding letter of intent (the “LOI”) with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange (“Pomvom”) regarding the potential consummation of a business combination agreement. Additionally, on October 17, 2023, Pomvom issued a regulatory filing announcing entry into the LOI, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Regulatory Filing by Pomvom Ltd., dated October<br> 17, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the<br> 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 17, 2023
Exhibit 99.1
Pomvom Ltd.
(the “Company”)
October 17, 2023
| Israel Securities Authority | Tel Aviv Stock Exchange Ltd. |
|---|---|
| www.isa.gov.il | www.tase.co.il |
Dear Sir/Madam,
Re: Engagementin a Non-Binding Letter of Intent, Regarding a Business Combination with a Special Purpose Acquisition Company Listed on the NASDAQStock Market
The Company is pleased to announce that on October 16, 2023, following approval of the Company's board of directors, it has entered into a non-binding letter of intent with Israel Acquisition Corp., which was founded as a special purpose acquisition company (SPAC) traded on the Nasdaq Stock Market,^1^ in connection with a business combination transaction (the "LOI", "SPAC", "Nasdaq" and "Transaction", respectively).
The mainprovisions of the LOI are as follows:
The Parties of the LOI. The SPAC and the Company (collectively, the "Parties").
The Transaction's Structure. The Transaction will involve a business combination between the Parties. The specific structure of the Transaction will be mutually determined by the Parties, taking into consideration factors, such as business, taxation, legal, accounting, and other pertinent considerations. Following the consummation of the Transaction, the resulting entity (the "Merged Company") is expected to be a non-US corporation (non-US entity), whose securities will be listed on Nasdaq.
The Company's Valuation in the Transaction. The Company's pre-money equity valuation in the Transaction is anticipated to be approximately USD $125 million. However, the Company's equity valuation may fluctuate, either upwards or downwards, based on specific variables to be mutually agreed upon by the Parties. The ultimate equity valuation for the Transaction will be established prior to the execution of a final binding agreement, if signed.
The Minimum Amount Required in the SPAC for the Completion of the Transaction. There will be a closing condition to the Company’s obligation to close that aggregate net cash proceeds from the SPAC's trust account^2^together with any PIPE, Pre-IPO investment, and/or debt raised, of no less than USD $20 million (the “MinimumClosing Cash Amount.”)
| ^1^ | Mr. Izhar Shai, an Israeli high-tech<br>and social entrepreneur, venture capital investor, and former Israeli Minister of Science and Technology, serves as the chairman of the<br>SPAC's board. Mr. Ziv Elul, who has extensive business and management expertise in operational companies, serves as the CEO of the SPAC. |
|---|---|
| ^2^ | After<br> giving effect to (i) “redemptions” by existing SPAC public shareholders (ii)<br> payment of all transaction related expenses, including, but not limited to, deferred underwriting<br> fees, banker fees and legal fees and other expenses of both SPAC and the Company and (iii)<br> payment of all outstanding liabilities of SPAC. |
| --- | --- |
-2-
Lock-Up Arrangement. The LOI incorporates a 12-month lock-up period that applies to officers, directors and affiliated shareholders holding more than 5% of the Company's capital. It also extends to the initial SPAC's sponsors. Subsequently, for an additional 12-month period, the aforementioned individuals will be subject to a phased lock-up period, as determined in the final and binding agreement.
The Transaction Schedule. The Parties intend to execute a final and binding agreement approximately six weeks after signing the LOI. Subsequent to the final agreement and public announcements regarding the Transaction, a prospectus will be submitted to the US Securities and Exchange Commission (SEC) and other necessary regulatory authorities as required, to facilitate the completion of the Transaction.
Final and Binding Agreement and Conditions for Completion of the Transaction. The execution of the final and binding agreement, as well as the conditions required for the completion of the Transaction, will be subject to various factors, including, the satisfactory completion of due diligence by the Parties; approval of the Parties' board of directors; and execution of customary voting and support agreements, as accepted by substantial shareholders of the Company, with regard to the Transaction’s approval. Upon signing the final and binding agreement, the completion of the Transaction will be subject to various factors, including receiving all necessary approvals by the Parties' shareholders, obtaining all regulatory approvals required to proceed with the Transaction, ensuring the Minimum Closing Cash Amount is met, and ensuring there are no significant adverse changes in the businesses of the Company.
Timeline andExpected Expenses: The Company expects the Transaction to be completed by the end of the first quarter of 2024, barring any delays in regulatory approval or any other unexpected events. The specific Transaction timeline will be established in the definitive agreement. The Company expects to incur material expenses related to the Transaction, however, the amount of expenses are unable to be precisely determined at the time of this immediate report.
The Company estimates that the cash amount from the Transaction will enable the Company to accelerate its business development and growth, including fulfilling of existing and new contracts.
The Company’sestimations as set forth in this report hereinabove, including regarding the terms of the final and binding agreement, the fulfillmentof conditions for its execution, the completion of the Transaction, the Transaction’s timelines, associated expenses, contributionof the cash amount to its business development and growth, and all other related matters, constitute forward-looking information, asdefined in the Securities Law, 5728-1968. These estimates, all or part thereof, may not materialize, or may materialize in a manner differentthan expected, even materially different, inter alia, due to various factors. Such factors include, inter alia, conditions necessaryfor their realization, as detailed above, which are beyond the Company's control. These conditions encompass the execution of a finaland binding agreement between the Parties, agreements and approvals from third parties, and additional external circumstances beyondthe Company's control. These external factors may involve unexpected changes to US capital market conditions and the NASDAQ, as wellas the impact of the ongoing security situation in Israel on the Transaction’s timelines.
| Respectfully, |
|---|
| Pomvom Ltd. |
| By: | Yehuda Minkovicz, CEO & Director; Yossi Dagan, CFO. |
|---|