ISRAEL ACQUISITIONS CORP

ISRAEL ACQUISITIONS CORP_March 31, 2025

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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, 2025

☐ 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 14, 2025, there were 1,560,432 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.

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TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION	2
Item 1. Interim Financial Statements (unaudited).	2
Condensed Balance Sheets as of March 31, 2025 and December 31, 2024	2
Condensed Statements of Operations for the three months ended March 31, 2025 and 2024	3
Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2025 and 2024	4
Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024	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.	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
PART III - SIGNATURES	27

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ISRAEL ACQUISITIONS CORP

CONDENSED BALANCE SHEETS

(UNAUDITED)


	March 31,		December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	27,193	$	21,257
Prepaid expenses		69,925		6,359
Cash and Marketable Securities held in Trust Account		9,388,700		82,604,083
Total Current Assets		9,485,818		82,631,699
Total Assets	$	9,485,818	$	82,631,699

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	229,673	$	224,964
Accounts payable		133,766		305,839
Due to related party		150,000		120,000
Promissory note – related party		1,283,783		825,000
Deferred underwriting commissions		5,406,250		5,406,250
Total Current Liabilities		7,203,472		6,882,053
Total Liabilities		7,203,472		6,882,053

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 797,932 and 7,259,615 shares issued and outstanding at redemption value at March 31, 2025 and December 31, 2024, respectively		9,388,700		82,604,083

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 797,932 and 7,259,615 shares subject to possible redemption) at March 31, 2025 and December 31, 2024, 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, 2025 and December 31, 2024		479		479
Additional paid-in capital		—		—
Accumulated deficit		(7,106,909)		(6,854,992)
Total Shareholders’ Deficit		(7,106,354)		(6,854,437)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	9,485,818	$	82,631,699

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2025		2024
Marketing and advertising expense	$	750	$	—
Administrative expense		2,167		7,029
Administrative expense – related party		30,000		30,000
Legal and accounting expense		157,178		378,580
Dues and subscriptions expense		—		34,535
Listing fee expense		48,243		117,464
Insurance expense		42,934		64,167
Loss from operations		(281,272)		(631,775)

Other income:
Gain on extinguishment of liability		113,136		—
Dividend income on marketable securities held in Trust Account		234,788		1,201,832
Dividend income		—		5,798
Interest income		1		1
Other income		347,925		1,207,631
Net income	$	66,653	$	575,856

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,946,676		7,885,143

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.15	$	0.12

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

Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.04)	$	(0.06)

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	$	(0.04)	$	(0.06)

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

(UNAUDITED)


	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, 2024	7,259,615	$	82,604,083	762,500	$	76	4,791,667	$	479	$	—	$	(6,854,992)	$	(6,854,437)
Remeasurement of Class A ordinary shares to redemption value	—		318,570	—		—	—		—		—		(318,570)		(318,570)
Redemption of Class A ordinary shares	(6,461,683)		(73,533,953)	—		—	—		—		—		—		—
Net income	—		—	—		—	—		—		—		66,653		66,653
Balance - March 31, 2025	797,932		9,388,700	762,500	$	76	4,791,667	$	479	$	—	$	(7,106,909)	$	(7,106,354)


	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)

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2025		2024

Cash Flows from Operating Activities:
Net income	$	66,653	$	575,856
Changes in operating assets and liabilities:
Prepaid expenses		(63,566)		10,891
Due to related party		30,000		30,000
Accounts payable		(172,073)		19,549
Accrued expenses		4,709		212,265
Net cash (used in) provided by operating activities		(134,277)		848,561

Cash Flows from Investing Activities:
Purchase and reinvestment of marketable securities held in Trust Account		(318,570)		(1,351,832)
Proceeds from redemption of marketable securities held in Trust Account		73,533,953		75,921,158
Net cash provided by investing activities		73,215,383		74,569,326

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		458,783		150,000
Redemptions of Class A ordinary shares subject to redemption		(73,533,953)		(75,921,158)
Net cash (used in) financing activities		(73,075,170)		(75,771,158)

Net Change in Cash and Cash Equivalents		5,936		(353,271)
Cash and Cash Equivalents - Beginning		21,257		671,628
Cash and Cash Equivalents - Ending	$	27,193	$	318,357

Non-Cash Investing and Financing Activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	318,570	$	1,351,832

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

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ISRAEL ACQUISITIONS CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources

Israel Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and is subject to all of the risks associated with emerging growth companies.

As of March 31, 2025, the Company had not commenced any operations. All activity for the period from August 24, 2021 (inception) through March 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of gains on marketable securities held in the Trust Account, as well as interest and dividend income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Registration Statement”). On January 18, 2023, the Company consummated its Initial Public Offering of 14,375,000 units (each a “Public Unit” and the “Public Units”) at $10.00 per Public Unit (including the issuance of 1,875,000 Public Units as a result of the underwriters’ exercise of heir over-allotment option in full), generating gross proceeds of $143,750,000, which is discussed in Note 3. Each Public Unit is comprised of one Class A ordinary share, par value $0.001 per share (each, a “Public Share” and the “Public Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share at a purchase price of $11.50 per Class A ordinary share (each a “Public Warrant” and the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 762,500 private placement units (each, a “Private Unit” and the “Private Units”) to Israel Acquisitions Sponsor LLC (the “Sponsor”), BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, in a private placement at a purchase price of $10.00 per Private Unit, for an aggregate of $7,625,000. Each Private Unit is comprised of one Class A ordinary share, par value $0.001 per share (each, a “Private Share” and the “Private Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share, par value $0.0001 per share, at a purchase price of $11.50 (each, a “Private Warrant” and the “Private Warrants”).

Following the closing of the Initial Public Offering on January 18, 2023, $146,625,000 ($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Company’s initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, adopted on November 17, 2022 (the “Amended and Restated Memorandum and Articles of Association”), and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete an initial business combination by January 18, 2024 (or up to July 18, 2024, if the Company extends the time to complete an initial business combination) (the “Combination Period”).

On January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Invest Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from 12 months from the closing of the Initial Public Offering (January 18, 2024) up to twelve (12) times (each, an “Extension”) to January 18, 2025, with each Extension comprised of one month. Pursuant to the Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extension and depositing into the Trust Account the lesser of (i) $50,000 or (ii) $0.02 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current extended period, by the date of such Extension.

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On January 6, 2025, by special resolution and at an extraordinary general meeting of shareholders, the Company has extended the date by which it has to complete an initial business combination from January 18, 2025 (the “Termination Date”) up to twelve (12) times, with each extension comprised of one month (each an “Extension”), from the Termination Date to January 18, 2026, by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser of (i) $35,000 or (ii) $0.035 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension up until January 18, 2026 (assuming an initial business combination has not occurred), in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants.

The Company will proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of an initial business combination and, if the Company seeks shareholder approval, a majority of the ordinary shares voted are voted in favor of the initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing an initial business combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with an initial business combination, the Sponsor and our executive officers and directors have agreed (a) to vote their Founder Shares (as defined in this Note 1), Private Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial business combination and (b) not to convert any Founder Shares, Private Shares, or any Public Shares held by them in connection with a shareholder vote to approve an initial business combination or sell any such shares to the Company in a tender offer in connection with an initial business combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

The Sponsor and our executive officers and directors have agreed (a) to waive their respective redemption rights with respect to any Founder Shares, Private Shares, or Public Shares held by them in connection with the completion of an initial business combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares if the Company fails to consummate an initial business combination, and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect a public shareholders’ ability to convert or sell their Public Shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem

SEC Form 10-Q filed by Israel Acquisitions Corp