FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41593

ISRAEL ACQUISITIONS CORP

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		87-3587394
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

(Address of principal executive offices)

(800) 508-1531

(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
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

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 ☒ No ☐

As of May 15, 2024, there were 8,022,115 Class A ordinary shares, par value $0.0001 per share issued and outstanding and 4,791,667 Class B ordinary shares, par value $0.0001 per share issued and outstanding.

Table of Contents

TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION	2
Item 1. Interim Financial Statements (unaudited).	2
Condensed Balance Sheets as of March 31, 2024 and December 31, 2023	2
Condensed Statements of Operations for the three months ended March 31, 2024 and 2023	3
Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2024 and 2023	4
Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
PART II - OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1.A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
PART III - SIGNATURES	30

Table of Contents

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	$	318,357	$	671,628
Prepaid expenses		134,223		145,114
Cash and Marketable Securities held in Trust Account		79,132,680		153,702,006
Total Current Assets		79,585,260		154,518,748
Total Assets	$	79,585,260	$	154,518,748

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	267,265	$	55,000
Accounts payable		110,688		91,139
Due to related party		146,129		116,129
Promissory note – related party		150,000		—
Deferred underwriting commissions		5,406,250		5,406,250
Total Current Liabilities		6,080,332		5,668,518
Total Liabilities		6,080,332		5,668,518

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 7,259,615 and 14,375,000 shares issued and outstanding at redemption value at March 31, 2024 and December 31, 2023, respectively		79,132,680		153,702,006

Shareholders’ Deficit
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 7,259,615 and 14,375,000 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		76		76
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,791,667 shares issued and outstanding at March 31, 2024 and December 31, 2023		479		479
Additional paid-in capital		—		—
Accumulated deficit		(5,628,307)		(4,852,331)
Total Shareholders’ Deficit		(5,627,752)		(4,851,776)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	79,585,260	$	154,518,748

The accompanying notes are an integral part of these unaudited condensed financial statements.

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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	$	—	$	3,732
Administrative expense		7,029		4,756
Administrative expense – related party		30,000		26,129
Legal and accounting expense		378,580		128,184
Dues and subscriptions expense		34,535		2,650
Listing fee expense		117,464		5,213
Insurance expense		64,167		55,887
Loss from operations		(631,775)		(226,551)

Other income:
Unrealized gain on marketable securities held in Trust Account		—		1,359,312
Dividend income on marketable securities held in Trust Account		1,201,832		3
Dividend income		5,798		11,082
Interest income		1		119
Other income		1,207,631		1,370,516
Net income	$	575,856	$	1,143,965

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		7,885,143		11,659,722

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.12	$	0.39

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		762,500		618,472

Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.06)	$	(0.75)

Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		4,791,667		4,791,667

Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.06)	$	(0.61)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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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	14,375,000	$	153,702,006	762,500	$	76	4,791,667	$	479	$	—	$	(4,852,331)	$	(4,851,776)
Remeasurement of Class A ordinary shares to redemption value	—		1,351,832	—		—	—		—		—		(1,351,832)		(1,351,832)
Redemption of Class A ordinary shares	(7,115,385)		(75,921,158)	—		—	—		—		—		—		—
Net income	—		—	—		—	—		—		—		575,856		575,856
Balance - March 31, 2024	7,259,615		79,132,680	762,500	$	76	4,791,667	$	479	$	—	$	(5,628,307)	$	(5,627,752)


	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	—	$	—	—	$	—	4,791,667	$	479	$	24,521	$	(77,000)	$	(52,000)
Issuance of Class A ordinary shares in initial public offering	14,375,000		134,753,406	—		—	—		—		354,359		—		354,359
Sale of private placement units	—		—	762,500		76	—		—		7,624,924		—		7,625,000
Remeasurement of Class A ordinary shares to redemption value	—		13,230,909	—		—	—		—		(8,003,804)		(5,227,105)		(13,230,909)
Net income	—		—	—		—	—		—		—		1,143,965		1,143,965
Balance - March 31, 2023	14,375,000		147,984,315	762,500	$	76	4,791,667	$	479	$	—	$	(4,160,140)	$	(4,159,585)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ISRAEL ACQUISITIONS CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Three Months

Three Months

March 31,

March 31,