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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

ISRAEL ACQUISITIONS CORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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LETTER TO SHAREHOLDERS OF ISRAEL ACQUISITIONS CORP
12600 HILL COUNTRY BLVD, BUILDING R, SUITE 275
BEE CAVE, TX 78738
TO BE HELD ON JANUARY 6, 2025

Dear Israel Acquisitions Corp Shareholder:

You are cordially invited to attend an extraordinary general meeting of Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company,” “Israel Acquisitions,” “we,” “us” or “our”), which will be held on January 6, 2025, at 12 p.m. Eastern Time (the “Extraordinary General Meeting”) (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed) at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201, and virtually via live webcast at https://web.lumiconnect.com/289958008, password: israel2025.

The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe the business Israel Acquisitions will conduct at the Extraordinary General Meeting and provide information about Israel Acquisitions that you should consider when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

Proposal No. 1 — Extension Amendment Proposal — A proposal, by special resolution, to amend Israel Acquisitions’ Third Amended and Restated Memorandum and Articles of Association, dated as of January 8, 2024 (the “Existing Charter”) by adopting Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to twelve times from January 18, 2025 (if all Funded Extension Periods (as defined below) are utilized, the “Termination Date”) to January 18, 2026, with each extension comprised of one month (each an “Extension”) (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the “IPO”)) for a total of 12 months after the Termination Date (assuming an initial business combination has not occurred). The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”;

Proposal No. 2 — Trust Agreement Amendment Proposal — A proposal to amend that certain Investment Management Trust Agreement, dated as of January 12, 2023 and amended on January 8, 2024 by Amendment No. 1 (as amended, the “Trust Agreement”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”), to allow the Company to extend the Termination Date up to 12 times for an additional one month each time from the Termination Date to January 18, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the trust account (the “Trust Account”) the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary share, par value $0.0001 per share and sold as part of the units in the IPO (the “Public Shares”), 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 (the “Extension Payment”) 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 “Trust Agreement Amendment Proposal”), in the form set forth in Annex B to the Proxy Statement; and

Proposal No. 3 — Adjournment Proposal — A proposal, by ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement Amendment (the “Adjournment Proposals”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy Statement. Please take the time to read carefully

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each of the proposals in the Proxy Statement before you vote. Approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment and Extension. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares (as defined below) in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended as permitted under the Existing Charter).

On October 16, 2023, Israel Acquisitions signed a non-binding letter of intent for a potential Business Combination with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange (“Pomvom”), as disclosed in the Current Report on Form 8-K filed with the SEC on October 17, 2023. On January 2, 2024, Israel Acquisitions and Pomvom entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which Israel Acquisitions and Pomvom would consummate the Business Combination and, on August 22, 2024, Israel Acquisitions and Pomvom entered into a Mutual Termination Agreement pursuant to which the Business Combination Agreement was terminated by the mutual consent of Israel Acquisitions and Pomvom, effective as of August 22, 2024, as disclosed in the Current Report on Form 8-K filed with the SEC on August 22, 2024.

On October 16, 2024, Israel Acquisitions signed a non-binding letter of intent for a potential Business Combination with Gadfin Aero-Logistics Systems, a company domiciled in Israel (the “Target”), as disclosed in the Current Report on Form 8-K filed with the SEC on October 16, 2024. As of the date of this Proxy Statement, discussions are ongoing between Israel Acquisitions and the Target. However, no assurances can be made that Israel Acquisitions and the Target will successfully negotiate and enter into a definitive agreement regarding a Business Combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.

Currently, the Company has until January 18, 2025 provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.

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If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our sponsor, Israel Acquisitions Sponsor LLC (the “Sponsor”), avail ourselves of 12 additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Extended Date 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,. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Extended Date of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Extended Date. In addition, we intend to issue a press release the day after the applicable Extended Date announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), that were sold as part of the units in the IPO (the “Public Shares”) for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders (as defined below). In the event of our dissolution and liquidation, the warrants will expire and be worthless.

As contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

On the Record Date (as defined below), the redemption price per Public Share was approximately $11.34 (which is expected to be the same approximate price per Public Share on the date of the scheduled vote at the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $82,295,027.37 as of the Record Date (including interest not previously released to Israel Acquisitions to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on the Nasdaq Global Market (“Nasdaq”) on the Record Date was $11.32. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.02 more per share than if the Public Shares were sold in the open market. Israel

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Acquisitions cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. Israel Acquisitions believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Israel Acquisitions does not complete a Business Combination on or before the Termination Date.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 (“Class B Ordinary Shares” or “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. As of the date of this Proxy Statement, the Company has 12,813,782 Ordinary Shares outstanding (inclusive of the Class A Ordinary Shares underlying the Private Placement Units (as defined below)). Accordingly, if all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private Placement Units, the Company will need 2,988,355 Public Shares or 41.16% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of a majority of the then outstanding Ordinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has 12,813,782 Ordinary Shares outstanding (inclusive of the Class A Ordinary Shares underlying the Private Placement Units). Accordingly, if all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on December 19, 2024 (the “Record Date”) as the date for determining Israel Acquisitions shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment or postponement thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any

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adjournment or postponement thereof. On the Record Date, there were 8,022,115 issued and outstanding Class A Ordinary Shares (including 762,500 Private Placement Units) and 4,791,667 Founder Shares. Israel Acquisitions’ warrants do not have voting rights.

You are not being asked to vote on a Business Combination at this time. If the Extension and Extension Amendment are implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such Business Combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event a Business Combination is approved and completed or in the event we have not consummated a Business Combination by the last Extended Date, January 18, 2026. There is no guarantee that we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination before the expiration of the last Extended Date, January 18, 2026.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal (if required) are in the best interests of Israel Acquisitions and its shareholders, and has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

The Company’s Sponsor, directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly of Founder Shares and Private Placement Units that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of Israel Acquisitions — Interests of the Initial Shareholders” in the accompanying Proxy Statement.

Enclosed is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Israel Acquisitions urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

By Order of the Board of Directors of Israel Acquisitions Corp

Ziv Elul
Chief Executive Officer

December 23, 2024

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, in person or by proxy, please vote as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of a majority of the then outstanding Ordinary Shares pursuant to the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof,

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vote on such matter. The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. Accordingly, if you fail to vote in person or by proxy at the Extraordinary General Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5 P.M. EASTERN TIME ON JANUARY 2, 2025, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on January 6, 2025: This notice of meeting and the accompanying Proxy Statement are being made available on or about December 24, 2024, at http://www.astproxyportal.com/ast/27189.

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NOTICE OF EXTRAORDINARY GENERAL MEETING
OF ISRAEL ACQUISITIONS CORP
TO BE HELD ON JANUARY 6, 2025

To the Shareholders of Israel Acquisitions Corp:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company,” “Israel Acquisitions,” “we,” “us” or “our”), will be held on January 6, 2025, 12 p.m. Eastern Time (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed) at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201, and virtually via live webcast at https://web.lumiconnect.com/289958008, password: israel2025.

You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if thought fit, passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated December 23, 2024 and is first being mailed to shareholders on or about that date:

Proposal No. 1 — Extension Amendment Proposal — To resolve as a special resolution, to amend Israel Acquisitions’ Third Amended and Restated Memorandum and Articles of Association, dated as of January 8, 2024 (the “Existing Charter”) by adopting Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to 12 times from January 18, 2025 (if all Funded Extension Periods (as defined below) are utilized, the “Termination Date”) to January 18, 2026, with each extension comprised of one month (each an “Extension”) (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the “IPO”)) for a total of 12 months after the Termination Date (assuming an initial business combination has not occurred). The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”;

Proposal No. 2 — Trust Agreement Amendment Proposal — To resolve that the Investment Management Trust Agreement, dated as of January 12, 2023 (as amended, the “Trust Agreement”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”), be amended to allow the Company to extend the Termination Date up to 12 times for an additional one month each time from the Termination Date to January 18, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the trust account (the “Trust Account”) the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary share, par value $0.0001 per share and sold as part of the units in the IPO (the “Public Shares”), 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 (the “Extension Payment”) 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 a business combination, in the form set forth in Annex B to the Proxy Statement (the “Trust Agreement Amendment Proposal”); and

Proposal No. 3 — Adjournment Proposal — To approve as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement Amendment (the “Adjournment Proposals”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation of the Extension and Extension Amendment. Pursuant to the Existing Charter, we may not

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redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the board of directors (the “Board”). Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the terms of the Existing Charter).

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Israel Acquisitions additional time than would be permitted utilizing the Funded Extension Periods (as described below) to complete an initial business combination (“Business Combination”). Additionally, the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those Israel Acquisitions shareholders who do not wish to extend the Termination Date as provided for by the proposals with the opportunity to exercise their redemption rights earlier than they would if Israel Acquisitions liquidated on the Termination Date and (ii) allow those Israel Acquisitions shareholders who wish for Israel Acquisitions to continue its search for a Business Combination to remain shareholders. Currently, the Company has until the Termination Date, or January 18, 2025, to consummate a Business Combination, absent any Funded Extension Period provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.

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upon five days’ advance notice prior to the applicable Extended Date, may, at their request, and by resolution of the Board, deposit into the Trust Account an additional $50,000 for each Funded Extension Period.

If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of 12 additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Extended Date 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. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Extended Date of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Extended Date. In addition, we intend to issue a press release the day after the applicable Extended Date announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), that were sold as part of the units in the IPO (the “Public Shares”) for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders (as defined below). In the event of our dissolution and liquidation, the warrants will expire and be worthless.

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Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.02 more per share than if the Public Shares were sold in the open market. Israel Acquisitions cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. Israel Acquisitions believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Israel Acquisitions does not complete a Business Combination on or before the Termination Date.

Pursuant to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension Amendment is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(a) hold Public Shares or (b) hold Public Shares through Units (as defined below) and elect to separate your Units into the underlying Public Shares and Public Warrants (as defined below) prior to exercising your redemption rights with respect to the Public Shares;

(ii)

submit a written request to Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee” or “transfer agent”) including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Israel Acquisitions redeem all or a portion of your Public Shares for cash; and

(iii)

deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically through The Depository Trust Company (“DTC”).

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Public Shares and Class B ordinary shares, par value $0.0001 (“Class B Ordinary Shares” or “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. As of the date of this Proxy Statement, the Company has 12,813,782 Ordinary Shares outstanding (inclusive of the Class A Ordinary Shares underlying the Private Placement Units (as defined below)). Accordingly, if all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and shares included in the Private Placement Units, the Company will need 2,988,355 Public Shares or 41.16% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal.

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Record holders of Ordinary Shares at the close of business on December 19, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 8,022,115 issued and outstanding Class A Ordinary Shares (including 762,500 Private Placement Units) and 4,791,667 Founder Shares. Israel Acquisitions’ warrants do not have voting rights.

This Proxy Statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, in person (virtually) or by proxy, Israel Acquisitions urges you to read this material carefully and vote your shares.

This Proxy Statement is dated December 23, 2024 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Israel Acquisitions Corp

Ziv Elul

Chief Executive Officer

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	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					1
	QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING					2
	EXTRAORDINARY GENERAL MEETING OF ISRAEL ACQUISITIONS					17
	Date, Time and Place of Extraordinary General Meeting					17
	Proposals at the Extraordinary General Meeting					17
	Voting Power; Record Date					17
	Recommendation of the Board					18
	Quorum and Required Vote for Proposals for the Extraordinary General Meeting					18
	Voting Your Shares — Shareholders of Record					19
	Voting Your Shares — Beneficial Owners					19
	Attending the Extraordinary General Meeting					20
	Revoking Your Proxy					20
	No Additional Matters					20
	Who Can Answer Your Questions about Voting					20
	Redemption Rights					20
	Appraisal Rights					22
	Proxy Solicitation Costs					22
	Interests of the Initial Shareholders					22
	PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL					25
	Overview					25
	Reasons for the Extension Amendment Proposal					26
	If the Extension Amendment Proposal is Not Approved					27
	If the Extension Amendment Proposal is Approved					27
	Redemption Rights					28
	Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights					28
	Vote Required for Approval					32
	Full Text of Resolution					32
	Recommendation of the Board					32
	PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL					34
	Overview					34
	Consequences if the Trust Agreement Amendment Proposal is Not Approved					34
	Vote Required for Approval					34
	Full Text of Resolution					34
	Recommendation of the Board					35

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	PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL					36
	Overview					36
	Consequences if the Adjournment Proposal is Not Approved					36
	Vote Required for Approval					36
	Full Text of Resolution					36
	Recommendation of the Board					36
	RISK FACTORS					38
	BENEFICIAL OWNERSHIP OF SECURITIES					41
	HOUSEHOLDING INFORMATION					43
	WHERE YOU CAN FIND MORE INFORMATION					44
	ANNEX A					A-1
	ANNEX B					B-1
	PROXY CARD

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Israel Acquisitions’ current views with respect to, among other things, its capital resources and results of operations. Likewise, Israel Acquisitions’ financial statements and all of Israel Acquisitions’ statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Proxy Statement reflect Israel Acquisitions’ current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Israel Acquisitions does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•

Israel Acquisitions’ ability to complete a Business Combination, including approval by the shareholders of Israel Acquisitions;

•

the anticipated benefits of a Business Combination;

•

the volatility of the market price and liquidity of the Public Shares and other securities of Israel Acquisitions;

•

the use of funds not held in the Trust Account or available to Israel Acquisitions from interest income on the Trust Account balance;

•

the competitive environment in which our successor will operate following a Business Combination; and

•

proposed changes in SEC rules related to special purpose acquisition companies.

While forward-looking statements reflect Israel Acquisitions’ good faith beliefs, they are not guarantees of future performance. Israel Acquisitions disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law. For a further discussion of these and other factors that could cause Israel Acquisitions’ future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Israel Acquisitions’ Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 28, 2024, and in other reports Israel Acquisitions filed with the SEC, including Israel Acquisitions’ Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, filed with the SEC on May 15, 2024, June 30, 2024, filed with the SEC on August 14, 2024, and September 30, 2023, filed with the SEC on November 13, 2023. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Israel Acquisitions.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

Why am I receiving this Proxy Statement?

Israel Acquisitions is a blank check company incorporated under the laws of the Cayman Islands on August 24, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. Israel Acquisitions’ registration statement on Form S-1 (File No. 333-263658) for Israel Acquisitions’ initial public offering (“IPO”) was declared effective by the SEC on January 12, 2023. On January 18, 2023, Israel Acquisitions consummated its IPO of 14,375,000 units (the “Units”), including 1,875,000 additional Units purchased pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”, and those Class A Ordinary Shares that were sold as part of the Units in the IPO, the “Public Shares”), and one redeemable warrant (the “Public Warrants”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $143,750,000.

Simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and Israel Acquisitions Sponsor LLC (the “Sponsor”), Israel Acquisitions completed the private sale of an aggregate of 637,500 private placement units (the “Sponsor Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to Israel Acquisitions of $6,375,000.

In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and BTIG, LLC, Israel Acquisitions completed the private sale of an aggregate of 75,000 private placement units (the “BTIG Private Placement Units”) to BTIG at a purchase price of $10.00 per BTIG Private Placement Unit, generating gross proceeds to Israel Acquisitions of $750,000.

In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and Exos Capital LLC, Israel Acquisitions completed the private sale of an aggregate of 25,000 private placement units (the “Exos Private Placement Units”) to Exos at a purchase price of $10.00 per Exos Private Placement Unit, generating gross proceeds to Israel Acquisitions of $250,000.

In addition, simultaneously with the closing of the IPO, pursuant to that certain Private Placement Units Purchase Agreement, dated January 12, 2023, by and between Israel Acquisitions and JonesTrading Institutional Services LLC, Israel Acquisitions completed the private sale of an aggregate of 25,000 private placement units (the “JonesTrading Private Placement Units” and together with the Sponsor Private Placement Units, the BTIG Private Placement Units and the Exos Private Placement Units, the “Private Placement Units”) to JonesTrading at a purchase price of $10.00 per Private Placement Unit generating gross proceeds to Israel Acquisitions of $250,000.

Israel Acquisitions incurred offering costs of approximately $8,642,960 (including deferred underwriting commissions of approximately $5,406,250) in connection with the IPO. Other incurred offering costs consisted principally of preparation fees related to the IPO.

An aggregate of $146,625,000 of the net proceeds from Israel Acquisitions’ IPO and sale of the Private Placement Units were deposited in the Trust Account established for the benefit of the holders of Public Shares.

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Business Combination Agreement was terminated by the mutual consent of Israel Acquisitions and Pomvom, effective as of August 22, 2024, as disclosed in the Current Report on Form 8-K filed with the SEC on August 22, 2024.

Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.

Like most blank check companies, the Existing Charter provides for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying Business Combination(s) consummated on or before the Termination Date (unless extended pursuant to the terms of the Existing Charter).

Currently, the Company has until January 18, 2025, to consummate a Business Combination, absent any Funded Extension Period provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.

When and where is the Extraordinary General Meeting?

The Extraordinary General Meeting will be held on January 6, 2025, at 12 p.m. Eastern Time (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed) at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201, and virtually via live webcast by visiting https://web.lumiconnect.com/289958008, password: israel2025, and entering the voter control number included on your proxy card.

What do I need in order to be able to participate in the Extraordinary General Meeting online?

You can virtually attend the Extraordinary General Meeting via the internet by visiting https://web.lumiconnect.com/289958008, password: israel2025, and entering the voter control number included on your proxy card. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting.

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If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.

What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

Israel Acquisitions shareholders are being asked to consider and vote on the following proposals:

Proposal No. 1 — Extension Amendment Proposal — A proposal, by special resolution, to amend Israel Acquisitions’ Existing Charter by adopting the Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to this Proxy Statement, which reflects the extension of date by which the Company must consummate a business combination up to 12 times from January 18, 2025, to January 18, 2026, with each Extension comprised of one month (i.e., for a period of time ending up to 36 months after the consummation of its IPO) for a total of 12 months after the Termination Date (assuming a Business Combination has not occurred);

Proposal No. 2 — Trust Agreement Amendment Proposal — A proposal to amend the Trust Agreement to allow the Company to extend the Termination Date up to 12 times for an additional one month each time 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 until January 18, 2026 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination; such amendment to the Trust Agreement is in the form set forth in Annex B to the Proxy Statement; and

Are the proposals conditioned on one another?

Approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal are conditions to the implementation of the Extension Amendment and Extension. Pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the terms of the Existing Charter). If the Extension and Extension Amendment are implemented and one or more Israel Acquisitions shareholders elect to redeem their Public Shares, Israel Acquisitions will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, as described in more detail in this Proxy Statement, and will retain the remainder of the funds in the Trust Account for Israel Acquisitions’ use in connection with consummating a Business Combination on or before the expiration of the last Extended Date.

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funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and all of Israel Acquisitions’ directors and officers (the “initial shareholders”), as well as Mr. Aaron Greenberg, waived their rights to participate in any liquidating distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.

The Trust Agreement Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

Why is Israel Acquisitions proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

The Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date (unless extended pursuant to the terms of the Existing Charter). The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Israel Acquisitions additional time to complete a Business Combination than would be permitted utilizing the Funded Extension Periods. Additionally, the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those Israel Acquisitions shareholders who do not wish to extend the Termination Date as provided for by the proposals with the opportunity to exercise their redemption rights earlier than they would if Israel Acquisitions liquidated on the Termination Date and (ii) allow those Israel Acquisitions shareholders who wish for Israel Acquisitions to continue its search for a Business Combination to remain shareholders.

Currently, the Company has until January 18, 2025 to consummate a Business Combination, absent any Funded Extension Period (as described below) provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Israel Acquisitions shareholders, Israel Acquisitions may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension and Extension Amendment, or to otherwise provide additional time to effectuate the Extension and Extension

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Amendment. If the Adjournment Proposal is not approved by Israel Acquisitions shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal.

What vote is required to approve the proposals presented at the Extraordinary General Meeting?

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of a majority of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter.

The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Why should I vote “FOR” the Extension Amendment Proposal?

Israel Acquisitions believes its shareholders will benefit from Israel Acquisitions consummating a Business Combination and is proposing the Extension Amendment Proposal to give the Company the right to extend the Combination Period from January 18, 2025, up to 12 times for an additional one month each time up to January 18, 2026. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination by the last Extended Date, given the actions that must occur prior to closing of a Business Combination.

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Pursuant to the Existing Charter and the Trust Agreement, in order to avail ourselves of the extension periods (each such one-month periods, a “Funded Extension Period”) to consummate the Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, may, at their request, and by resolution of the Board, deposit into the Trust Account an $50,000 for each Funded Extension Period.

If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of 12 additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Extended Date 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. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Extended Date of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Extended Date. In addition, we intend to issue a press release the day after the applicable Extended Date announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interests to pay dissolution expenses) and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants will expire and be worthless.

The Board recommends that you vote in favor of the Extension Amendment Proposal.

Why should I vote “FOR” the Trust Agreement Amendment Proposal?

Israel Acquisitions believes shareholders will benefit from Israel Acquisitions consummating a Business Combination and is proposing the Trust Agreement Amendment Proposal to extend the date by which Israel Acquisitions has to complete a business combination until the Extended Date. The Extension would give Israel Acquisitions additional time than would be permitted utilizing the Funded Extension Periods to complete a Business Combination.

The Board believes that it is in the best interests of Israel Acquisitions shareholders and Israel Acquisitions that the Extension be obtained so that, in the event a Business Combination is for any reason not able to be consummated on or before the Termination Date, Israel Acquisitions will have an additional amount of time to consummate a Business Combination and will be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Without the Extension, Israel Acquisitions believes that there is significant risk that Israel Acquisitions will not, despite its best efforts, be able to complete a Business Combination on or before the Termination Date (as it may be extended pursuant to the Existing Charter). If that were to occur, Israel Acquisitions would be precluded from completing a Business Combination and would be forced to liquidate even if Israel Acquisitions shareholders are otherwise in favor of consummating a Business Combination.

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Israel Acquisitions believes that given Israel Acquisitions’ expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that Israel Acquisitions is in the best position possible to consummate a Business Combination and that it is in the best interests of Israel Acquisitions shareholders that Israel Acquisitions obtain the Extension as needed. Israel Acquisitions believes a Business Combination will provide significant benefits to its shareholders.

The Board recommends that you vote in favor of the Trust Agreement Amendment Proposal.

Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by Israel Acquisitions shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, Trust Agreement Amendment Proposal or implementation of the Extension and Extension Amendment.

If presented, the Board recommends that you vote in favor of the Adjournment Proposal.

How will the initial shareholders vote?

The initial shareholders and Mr. Aaron Greenberg have advised Israel Acquisitions that they intend to vote any Ordinary Shares over which they have voting control, in favor of the Extension Amendment Proposal, Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal.

The initial shareholders and their respective affiliates as well as Mr. Greenberg are not entitled to redeem any Founder Shares in connection with the Extension Amendment Proposal. On the Record Date, the Sponsor, Mr. Aaron Greenberg, Israel Acquisitions’ directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 4,791,667 Founder Shares held by the Sponsor, Mr. Aaron Greenberg, and the officers and directors of Israel Acquisitions, representing approximately 35.29% of Israel Acquisitions’ issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 2,988,355 Public Shares or 41.16% of the outstanding Public Shares, to vote in favor of the Extension Amendment to approve such proposal. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the affirmative vote of a majority of the then outstanding Ordinary Shares. As of the date of this Proxy Statement, the Company has 12,813,782 Ordinary Shares outstanding. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal, assuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal?

If you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal. If you attend the Extraordinary General Meeting in person or by proxy, you may vote “AGAINST” the Extension Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Extension Amendment Proposal or the Adjournment Proposal (as the case may be) are approved.

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However, if you fail to attend the Extraordinary General Meeting in person or by proxy, or if you do attend the Extraordinary General Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Extraordinary General Meeting, your Ordinary Shares will not be counted for the purposes of determining whether the Extension Amendment Proposal, Trust Agreement Amendment Proposal or the Adjournment Proposal (as the case may be) are approved, and your Ordinary Shares which are not voted at the Extraordinary General Meeting will have no effect on the outcome of such votes.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

What happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?

If there are insufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal, Israel Acquisitions may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, Mr. Greenberg, and the officers, directors and the initial shareholders of Israel Acquisitions waived their rights to participate in any liquidation distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is approved, what happens next?

If the Extension Amendment Proposal is approved, then Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in substantially the form that appears in Annex A hereto will be adopted with immediate effect and Israel Acquisitions will proceed to file the Fourth Amended and Restated Memorandum and Articles of Association, together with other necessary documents, with the Cayman Islands Registrar of Companies and will continue its efforts to consummate a Business Combination on or before the last Extended Date, January 18, 2026.

If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Israel Acquisitions held by Israel Acquisitions’ officers, directors, the Sponsor and its affiliates. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or to

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amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the terms of the Existing Charter).

Do I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal?

Yes. Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your Public Shares. However, you will need to submit a redemption request for your Public Shares. See “How do I exercise my redemption rights?” for more information about the procedures to follow to redeem your Public Shares.

May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by:

•

Sending a later-dated, signed proxy card addressed to Israel Acquisitions’ Chief Executive Officer located at Israel Acquisitions Corp, 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738, Attn: Ziv Elul, so that it is received by Israel Acquisitions’ Secretary or Chief Executive Officer on or before the Extraordinary General Meeting; or

•

attending and voting, in person or virtually via the internet, during the Extraordinary General Meeting.

You also may revoke your proxy by sending a notice of revocation to Israel Acquisitions’ Chief Executive Officer, which must be received by Israel Acquisitions’ Chief Executive Officer on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires, pursuant to the Trust Agreement, the affirmative vote of a majority of the then outstanding Ordinary Shares. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter. With respect to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal, abstentions and broker non-votes will have no effect on outcome of any proposal brought before the Extraordinary General Meeting.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the

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Extraordinary General Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “vote instruction form.”

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Israel Acquisitions believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting instructions to your broker, bank, or other nominee, they may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of the vote on the Extension Amendment Proposal, Trust Agreement Amendment Proposal or the Adjournment Proposal. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

What constitutes a quorum at the Extraordinary General Meeting?

A quorum is the minimum number of Israel Acquisitions shareholders necessary to hold a valid meeting. Our Existing Charter defines a quorum, in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with regards to an amendment to the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, as the holders (whether individuals or entities by a duly authorized representative) of a majority of the Ordinary Shares entitled to vote at the Extraordinary General Meeting.

Accordingly, an Israel Acquisitions shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will not be counted towards the number of Ordinary Shares required to validly establish a quorum.

How many votes do I have?

Each Ordinary Share is entitled to one vote on each proposal being submitted to our shareholders at the Extraordinary General Meeting.

How do I vote?

If you were a holder of record of Ordinary Shares on December 19, 2024, the Record Date for the Extraordinary General Meeting, you may vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting in Person. If you are a holder of record of Ordinary Shares on the Record Date, you may attend the Extraordinary General Meeting held at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:59 p.m. Eastern Time, on January 2, 2025.

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Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the internet by visiting https://web.lumiconnect.com/289958008, password: israel2025, and entering the voter control number included on your proxy card.

Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

Yes. After careful consideration of the terms and conditions of each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal the Board has determined that each proposal is in the best interests of Israel Acquisitions and its shareholders. The Board recommends that Israel Acquisitions shareholders vote “FOR” each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal, if presented.

What interests do Israel Acquisitions’ Sponsor, directors and officers have in the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal?

Israel Acquisitions’ Sponsor, directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly of Founder Shares and Private Placement Units that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of Israel Acquisitions — Interests of the Initial Shareholders” in this Proxy Statement.

Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Trust Agreement Amendment Proposal?

No. There are no appraisal rights available to Israel Acquisitions shareholders in connection with the Extension Amendment Proposal.

How are the funds in the Trust Account currently being held?

The funds in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

With respect to the regulation of special purpose acquisition companies like us (“SPACs”), on January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating to, among other things, disclosures in business combination transactions between SPACs such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. The SPAC Rules became effective on July 1, 2024. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) relating to, among other items, the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Whether a SPAC is an investment company will be a question of facts and circumstances under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, which involves an analysis of a SPAC’s activities, including the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company. While the funds in the Trust Account have, since the Company’s IPO, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, it is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act.

To mitigate the risk of being deemed an investment company under the Investment Company Act, we may opt to liquidate the securities held in the Trust Account prior to the 24-month anniversary of the

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IPO Registration Statement, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a SPAC that has elected to liquidate such investments and to hold all funds in its Trust Account in cash (i.e., in one or more bank accounts). For more information, see the section entitled “Risk Factors — If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate and dissolve the Company.”

If I am a Public Shareholder, can I exercise redemption rights with respect to my Public Shares?

Yes. If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this Proxy Statement. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of proposals. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior written consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If I own Public Warrants, can I exercise redemption rights with respect to my Public Warrants?

No. The holders of Public Warrants have no redemption rights with respect to such Public Warrants.

If I am a Unit holder, can I exercise redemption rights with respect to my Units?

No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If

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you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

What do I need to do now?

You are urged to read carefully and consider the information contained in this Proxy Statement, including Annex A, and to consider how the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I exercise my redemption rights?

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension Amendment, Israel Acquisitions shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Israel Acquisitions to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus, dated January 12, 2023, filed in connection with the IPO. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the terms of the Existing Charter).

Pursuant to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)

submit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Israel Acquisitions redeem all or a portion of your Public Shares for cash; and

(iii)

deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5 p.m., Eastern Time, on January 2, 2025 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment Proposal or the Trust Agreement Amendment Proposal. If the Extension and Extension Amendment are not consummated, the Public Shares will be returned to the respective holder, broker or bank. The address of Israel Acquisitions’ transfer agent is listed under the question “Who can help answer my questions?” below. Israel Acquisitions requests that any requests for redemption include the identity as to the beneficial owner making such request, including such beneficial owner’s legal name, phone number, and address.

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It is Israel Acquisitions’ understanding that shareholders should generally be allowed at least one week to obtain physical certificates from the transfer agent. However, because Israel Acquisitions does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Israel Acquisitions’ consent, until a vote is taken with respect to the Extension and Extension Amendment, if any. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

Israel Acquisitions shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension and Extension Amendment are effected.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

What should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting?

You may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?

Israel Acquisitions will pay the cost of soliciting proxies for the Extraordinary General Meeting. Israel Acquisitions has engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. Israel Acquisitions will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Israel Acquisitions may also solicit proxies by telephone, by facsimile, by mail or on the internet. They will not be paid any additional amounts for soliciting proxies.

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Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of this Proxy Statement or the enclosed proxy card you should contact:

Israel Acquisitions Corp
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
(800) 508-1531

You may also contact the proxy solicitor for Israel Acquisitions at:

Morrow Sodali
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: ISRL@investor.sodali.com

To obtain timely delivery, Israel Acquisitions shareholders must request the materials no later than December 27, 2024, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about Israel Acquisitions from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to demand redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5 p.m. Eastern Time on January 2, 2025 (two business days before the scheduled vote at the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Equiniti Trust Company, LLC
48 Wall Street, Floor 23
New York, NY 10005
Attn: SPAC Support
Email: SPACSUPPORT@equiniti.com

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EXTRAORDINARY GENERAL MEETING OF ISRAEL ACQUISITIONS

This Proxy Statement is being provided to Israel Acquisitions shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of Israel Acquisitions shareholders to be held on January 6, 2025 and at any adjournment or postponement thereof. This Proxy Statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This Proxy Statement is being first mailed on or about December 24, 2024 to all shareholders of record of Israel Acquisitions as of December 19, 2024, the Record Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 12 p.m. Eastern Time on January 6, 2025 (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed), at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201, and virtually via live webcast by visiting https://web.lumiconnect.com/289958008, password: israel2025, and entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, Israel Acquisitions shareholders will consider and vote on the following proposals:

•

Proposal No. 1 — Extension Amendment Proposal — A proposal, by special resolution, to amend Israel Acquisitions’ Existing Charter by adopting Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to this Proxy Statement which reflects the extension of the date by which the Company must consummate a Business Combination up to 12 times from January 18, 2025 (if the Funded Extension Periods are all utilized), to January 18, 2026, with each extension comprised of one month (i.e., for a period of time ending up to 36 months after the consummation of its IPO) for a total of 12 months after the Termination Date (assuming a Business Combination has not occurred);

•

Proposal No. 2 — Trust Agreement Amendment Proposal — A proposal to amend the Trust Agreement to allow the Company to extend the Termination Date up to 12 times for an additional one month each time 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 for each Extension until January 18, 2026 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination, in the form set forth in Annex B to the Proxy Statement; and

•

Voting Power; Record Date

As a shareholder of Israel Acquisitions, you have a right to vote on certain matters affecting Israel Acquisitions. The proposals that will be presented at the Extraordinary General Meeting and upon which

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you are being asked to vote are summarized above and fully set forth in this Proxy Statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close of business on December 19, 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 12,813,782 issued and outstanding shares, of which 7,259,615 shares were held by holders of Public Shares and 4,791,667 Founder Shares were held by the initial shareholders and Mr. Aaron Greenberg.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE
“FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of a majority of the then outstanding Ordinary Shares pursuant to the Trust Agreement. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter.

On the Record Date, the Sponsor, Mr. Aaron Greenberg, Israel Acquisitions’ directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 4,791,667 Founder Shares held by the Sponsor, Mr. Aaron Greenberg, and the officers and directors of Israel Acquisitions, representing approximately 35.29% of Israel Acquisitions’ issued and outstanding Ordinary Shares. Accordingly, if all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 2,988,355 Public Shares or 41.16% of the outstanding Public Shares, to vote in favor of the Extension Amendment Proposal to approve such proposal. To approve the Trust Agreement Amendment Proposal, assuming all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal. To approve the Adjournment Proposal, assuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

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It is possible that Israel Acquisitions will not be able to complete its initial Business Combination on or before the Termination Date (as may be extended pursuant to the terms of the Existing Charter), or by the last Extended Date, January 18, 2026 if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Israel Acquisitions fails to complete its initial Business Combination on or before the Termination Date (unless extended pursuant to the terms of the Existing Charter), or by the last Extended Date, January 18, 2026 if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, Israel Acquisitions will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares — Shareholders of Record

If you are an Israel Acquisitions shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to virtually attend the Extraordinary General Meeting so that your shares will be voted if you are unable to virtually attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 11:59 p.m. Eastern Time, on January 2, 2025.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Israel Acquisitions. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials so as to receive the control number to vote at the Extraordinary General Meeting by December 27, 2024 (five (5) business days prior to the Extraordinary General Meeting).

You will receive a confirmation of your registration by email after Israel Acquisitions receives your registration materials. You may virtually attend the Extraordinary General Meeting by visiting https://web.lumiconnect.com/289958008, password: israel2025, and entering the voter control number

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included on your proxy card. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. Follow the instructions provided to vote. Israel Acquisitions encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at 12 p.m. Eastern Time, on January 6, 2025 (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed), at the offices of Reed Smith LLP, located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201 and virtually via live webcast at https://web.lumiconnect.com/289958008, password: israel2025. You will be able to attend the Extraordinary General Meeting virtually by logging into the meeting website and entering the voter control number included on your proxy card. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

•

you may send another proxy card with a later date;

•

you may notify Israel Acquisitions’ Chief Executive Officer in writing to Israel Acquisitions Corp, 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738, Attention: Ziv Elul before the Extraordinary General Meeting that you have revoked your proxy; or

•

you may attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above.

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Under the Existing Charter, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this Proxy Statement, which serves as the notice of the Extraordinary General Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, Israel Acquisitions’ proxy solicitor.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension Amendment, each holder of Public Shares may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Israel Acquisitions to pay its taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus, dated January 12, 2023, filed in connection with the IPO. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting

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or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the terms of the Existing Charter).

Pursuant to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension and Extension Amendment are consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(ii)

(iii)

deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically through DTC.

A physical share certificate will not be needed if your shares are delivered to Israel Acquisitions’ transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Israel Acquisitions’ transfer agent will need to act to facilitate the request. It is Israel Acquisitions’ understanding that shareholders should generally be allowed at least one week to obtain physical certificates from the transfer agent. However, because Israel Acquisitions does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Israel Acquisitions shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this Proxy Statement, or up to two (2) business days prior to the scheduled vote at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved and the Extension and Extension Amendment are effected.

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to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $82,295,027.37 as of the Record Date. Prior to their exercising redemption rights, Israel Acquisitions shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Israel Acquisitions, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension and Extension Amendment implemented, and if and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Israel Acquisitions’ warrants will expire worthless.

Appraisal Rights

There are no appraisal rights available to Israel Acquisitions shareholders in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

Proxy Solicitation Costs

Israel Acquisitions is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the internet. Israel Acquisitions has engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. Israel Acquisitions and its directors, officers and employees may also solicit proxies on the internet. Israel Acquisitions will ask banks, brokers and other institutions, nominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Israel Acquisitions will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this Proxy Statement and the related proxy materials. Israel Acquisitions will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this Proxy Statement and the related proxy materials to Israel Acquisitions shareholders. Directors, officers and employees of Israel Acquisitions who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Initial Shareholders

In considering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in consummating a Business Combination

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that are different from, or in addition to, those of other shareholders generally. Israel Acquisitions’ directors are aware of and will consider these interests, among other matters, in evaluating a potential Business Combination, in recommending to shareholders that they approve a Business Combination and in agreeing to vote their shares in favor of a Business Combination. Shareholders should take these interests into account in deciding whether to approve a Business Combination. These interests include, among other things:

•

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Israel Acquisitions Public Shares for cash and, subject to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor, Mr. Aaron Greenberg, and Israel Acquisitions’ directors and officers, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.005 per share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $54,241,670.40 based upon the closing price of $11.32 per share on Nasdaq on the Record Date.

•

Simultaneously with the closing of the IPO, the Company consummated the sale of 762,500 Private Placement Units at a price of $10.00 per Private Placement Unit in private placements to the Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, respectively, generating total gross proceeds of $7,625,000. The Private Placement Units and Class A ordinary shares underlying the Private Placement Units will become worthless if Israel Acquisitions does not consummate a business combination by the Termination Date (unless extended pursuant to the terms of the Existing Charter) or such later date that may be approved by Israel Acquisitions shareholders.

•

The Sponsor, Mr. Aaron Greenberg, and Israel Acquisitions’ directors and officers paid significantly less for their Founder Shares than other Public Shareholders paid for their Public Shares purchased in the IPO or shares purchased in the open market thereafter. Even if the trading price of the Ordinary Shares were as low as $0.005 per share, the aggregate market value of the Founder Shares alone would be approximately equal to the initial investment in the Company by the Sponsor. As a result, if a Business Combination is completed, the Sponsor, Mr. Aaron Greenberg, officers and directors are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company liquidates without completing its Business Combination before the Termination Date (as may be extended pursuant to the terms of the Existing Charter), the Sponsor, officers and directors will lose their entire investment in us.

•

With certain limited exceptions, none of the Founder Shares will be transferable, assignable, or salable by our founders until the earlier to occur of: (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 180 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property; and (ii) none of the Private Placement Units (and underlying securities) will be transferable, assignable, or salable until 30 days after the completion of our Business Combination.

The Sponsor owns Private Placement Units. If the Extension Amendment Proposal is not approved and the Company liquidates without completing its Business Combination before the Termination Date, the securities underlying the Private Placement Units will be worthless.

•

Pursuant to the terms of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, our Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment made, which amount will not be repaid in the event that the

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Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. As a result, if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and our Sponsor receives such promissory note(s) in exchange for any Extension Payment(s), our Sponsor will not be repaid for the Extension Payment(s) if the Company liquidates without completing its Business Combination.

•

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per Public Share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•

The Existing Charter contains a waiver of the corporate opportunity doctrine, and there could have been Business Combination targets that have been appropriate for a combination with Israel Acquisitions but were not offered due to an Israel Acquisitions director’s duties to another entity. Israel Acquisitions does not believe that the waiver of the corporate opportunity doctrine in its Existing Charter interfered with its ability to identify an acquisition target.

Additionally, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Israel Acquisitions consummates an initial Business Combination, the officers and directors of Israel Acquisitions may have additional interests as described in the Proxy Statement/prospectus for such transaction.

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PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

Overview

Israel Acquisitions is a blank check company incorporated under the laws of the Cayman Islands on August 24, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses, without limitation as to business, industry or sector. Israel Acquisitions has reviewed, and continues to review, a number of opportunities to enter into a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We also have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

On January 18, 2023, Israel Acquisitions consummated its IPO of 14,375,000 Units, including 1,875,000 additional Units purchased pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A Ordinary Share, par value $0.0001 per share and one Public Warrant. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $143,750,000.

Simultaneously with the closing of the IPO, the Company completed the sale of 762,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit in private placements to the Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, respectively, generating total gross proceeds of $7,625,000

Israel Acquisitions is proposing to amend its Existing Charter to give the Company the right to extend the Combination Period from January 18, 2025 up to 12 times for an additional one month each time up to January 18, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its IPO) by depositing into the Trust Account, for each one-month extension, the Extension Payment by the day of such Extension. A copy of the proposed Fourth Amended and Restated Memorandum and Articles of Association of Israel Acquisitions is attached to this Proxy Statement as part of Annex A.

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Reasons for the Extension Amendment Proposal

The Existing Charter currently provides that Israel Acquisitions has until the Termination Date to complete an initial Business Combination (unless extended pursuant to the terms of the Existing Charter). Israel Acquisitions and its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to complete a Business Combination unless Israel Acquisitions provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal is approved and the Extension and Extension Amendment are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination by the last Extended Date, January 18, 2026, given the actions that must occur prior to closing of a Business Combination.

Pursuant to the Existing Charter and the Trust Agreement, in order to avail ourselves of the Funded Extension Period to consummate the Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, may, at their request, and by resolution of the Board, deposit into the Trust Account an additional $50,000 for each Funded Extension Period.

If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of 12 additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Extended Date 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. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Extended Date of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Extended Date. In addition, we intend to issue a press release the day after the applicable Extended Date announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes if any (less up to $100,000 of interest to pay dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants will expire and be worthless.

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The Extension Amendment Proposal is essential to allowing Israel Acquisitions additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods in the event a Business Combination is for any reason not completed on or before the Termination Date (even as the Termination Date may be extended pursuant to the Existing Charter). Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension and Extension Amendment. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the Existing Charter).

If the Extension Amendment Proposal is Not Approved

The approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Extension and Extension Amendment unless our shareholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension and Extension Amendment are satisfied or waived. If the Extension Amendment Proposal is not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The initial shareholders and Mr. Aaron Greenberg have waived their rights to participate in any liquidation distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association, in substantially the form that appears in Annex A hereto, will be adopted with immediate effect and Israel Acquisitions will proceed to file the Fourth Amended and Restated Memorandum and Articles of Association, together with other necessary documents, with the Cayman Islands Registrar of Companies. The Company’s Fourth Amended and Restated Memorandum and Articles of Association gives the Company the right to extend the Combination Period from January 18, 2025, up to twelve times for an additional one month each time up to January 18, 2026 (i.e., for a period of time ending up to 36 months after the consummation of its IPO). Israel Acquisitions will then continue to attempt to consummate a Business Combination until the last Extended Date, January 18, 2026. Israel Acquisitions will remain a reporting company under the Exchange Act and its Units, Public Shares and Public Warrants will remain publicly traded during this time.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. If the Extension is implemented and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination, you will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination by the last Extended Date, January 18, 2026. If Israel Acquisitions enters into a

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definitive agreement with a target to consummate a Business Combination, the vote by Israel Acquisitions shareholders to approve such Business Combination will occur at a separate meeting of Israel Acquisitions shareholders, to be held at a later date, and the solicitation of proxies from Israel Acquisitions shareholders in connection with such separate meeting, and the related right of Israel Acquisitions shareholders to redeem in connection with such Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension Amendment, each Public Shareholder may seek to redeem all or a portion of its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the Existing Charter).

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Please see the section titled “Extraordinary General Meeting — Redemption Rights” for more information on how to exercise your redemption rights.

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

The following is a discussion of material U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have all or portion of their Public Shares redeemed for cash if the Extension Amendment Proposal is approved. This discussion applies only to U.S. Holders who hold their Public Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or status, including:

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the Sponsor (or its affiliates) or our directors and officers;

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banks, financial institutions or financial services entities;

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brokers, dealers or traders in securities;

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taxpayers that are subject to the mark-to-market method of accounting;

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tax-exempt entities;

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governments or agencies or instrumentalities thereof;

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insurance companies;

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regulated investment companies or real estate investment trusts;

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expatriates or former long-term residents of the United States;

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persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares;

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persons that acquired Public Shares pursuant to an exercise of employee share options or upon payout of a restricted share unit, in connection with employee share incentive plans or otherwise as compensation or in connection with the performance of services;

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persons that hold Public Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

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persons whose functional currency is not the U.S. dollar;

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controlled foreign corporations;

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passive foreign investment companies; or

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persons who are not U.S. Holders.

This discussion is based on the Internal Revenue Code of 1986 (the “Code”), proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative minimum tax or the Medicare tax on net investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.

We have not and do not intend to seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Public Shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Public Shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of an exercise of redemption rights to them.

EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

As used herein, a “U.S. Holder” is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:

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a citizen or individual resident of the United States;

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a corporation (or other entity that is treated as a corporation) that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income tax regardless of its source; or

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a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

Redemption of Public Shares

Subject to the PFIC considerations discussed below under “— PFIC Considerations,” the U.S. federal income tax consequences to a U.S. Holder’s that exercises its redemption rights to receive cash in exchange for all or a portion its Public Shares will depend on whether the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code.

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Subject to the PFIC considerations discussed below under “— PFIC Considerations,” if the redemption qualifies as a sale of Public Shares, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (i) the cash received upon the redemption and (ii) the U.S. Holder’s adjusted tax basis in the Public Shares redeemed. Such capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares redeemed exceeds one year at the time of the redemption. Under current tax law, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate of tax. The deductibility of capital losses is subject to various limitations. U.S. Holders who hold different blocks of Public Shares (i.e., Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

The redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only Public Shares or other Ordinary Shares actually owned by such U.S. Holder, but also any of our Public Shares or other Ordinary Shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to Public Shares or other Ordinary Shares owned directly, Public or other Ordinary Shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any Public Shares or other Ordinary Shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of our warrants.

The redemption of Public Shares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of our outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80% of the percentage of our outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the Ordinary Shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all of the Ordinary Shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of Ordinary Shares owned by certain family members and such U.S. Holder does not constructively own any other Ordinary Shares. The redemption of Public Shares will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Subject to the PFIC considerations discussed below under “— PFIC Considerations,” any such dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations, and assuming we are a PFIC (as discussed below under “— PFIC Considerations”), such dividends will be taxable to an individual U.S. Holder at regular rates and will not be eligible for the reduced rates of taxation on certain dividends received from a “qualified foreign corporation.” Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the redeeming U.S. Holder’s adjusted tax basis in its Public Share, and any remaining excess will be treated as gain realized on the sale or other disposition of its Public Shares. After the application of such rules, any remaining tax basis of the redeeming U.S. Holder in the redeemed Public Shares will be added to the redeeming U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the redeeming U.S. Holder’s adjusted tax basis in its warrants or possibly in other Ordinary Shares constructively owned by it.

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As these rules are complex, U.S. Holders should consult their tax advisors as to the tax consequences of a redemption.

PFIC Considerations

A foreign corporation will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and net gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test since our first taxable year, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a redeeming U.S. Holder and the redeeming U.S. Holder did not make a timely and effective “qualified election fund” election (a “QEF Election”) for each of our taxable years as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, a QEF Election along with a purging election, or a “mark-to-market” election, then such holder will generally be subject to special rules (the “Default PFIC Regime”) with respect to:

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any gain recognized by the U.S. Holder on the sale or other disposition of its Public Shares (which would include the redemption if the redemption is treated as a sale under the rules discussed above under the heading “— Redemption of Public Shares”; and

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any “excess distribution” made to the redeeming U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of its Public Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such Public Shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above under the heading “— Redemption of Public Shares”.

Under the Default PFIC Regime:

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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public Shares;

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the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income;

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the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder.

THE PFIC RULES ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING OR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

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Information Reporting and Backup Withholding

Payments of cash to a U.S. Holder as a result of the redemption of Public Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of two-thirds (2/3) of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting or any adjournment or postponement thereof, vote on such matter. Failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal.

Our Board will abandon and not implement the Extension Amendment unless our shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the Existing Charter).

Full Text of Resolution

“It is resolved as a special resolution, to amend Israel Acquisitions’ Third Amended and Restated Memorandum and Articles of Association, dated as of January 8, 2024 (the “Existing Charter”) by adopting Israel Acquisitions’ Fourth Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to 12 times from January 18, 2025 (if all extension periods under the Existing Charter are utilized, the “Termination Date”) to January 18, 2026, with each extension comprised of one month (each an “Extension”) (i.e., for a period of time ending up to 36 months after the consummation of its initial public offering (the “IPO”)) for a total of 12 months after the Termination Date (assuming an initial business combination has not occurred). The end date of each Extension shall be referred to herein as the “Extended Date.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT ISRAEL ACQUISITIONS SHAREHOLDERS VOTE
“FOR” THE EXTENSION AMENDMENT PROPOSAL.

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Our Board expresses no opinion as to whether you should redeem your Public Shares.

The existence of financial and personal interests of our directors and officers may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is in the best interests of the Company and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “Extraordinary General Meeting of Israel Acquisitions — Interests of the Initial Shareholders” for a further discussion.

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PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL

Overview

The proposed Trust Agreement Amendment would amend our existing Trust Agreement to allow the Company to extend the Termination Date up to 12 times for an additional one month each time from the Termination Date up to January 18, 2026, by providing five days’ advance notice to the Trustee prior to the applicable Extended Date. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Consequences if the Trust Agreement Amendment Proposal is Not Approved

If the Trust Agreement Amendment Proposal is not approved and the Company does not consummate an initial business combination on or before the Termination Date (unless extended pursuant to the Existing Charter), Israel Acquisitions (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Vote Required for Approval

Subject to the foregoing, pursuant to the Trust Agreement, the affirmative vote of a majority of the Company’s outstanding Ordinary Shares, voting together as a single class, will be required to approve the Trust Agreement Amendment Proposal. If all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

The Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.

Full Text of Resolution

“It is resolved that certain Investment Management Trust Agreement, dated as of January 12, 2023 (as amended, the “Trust Agreement”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”), be amended to allow the Company to extend the Termination Date up to 12 times for an additional one month each time from the Termination Date to January 18, 2026 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the trust account (the “Trust Account”) the lesser of (i) $35,000 or (ii) $0.035 per Class A ordinary share, par value $0.0001 per share and sold as part of the units in the IPO (the “Public Shares”), 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 (the “Extension Payment”) until January 18, 2026 (assuming an initial business combination has not occurred) in exchange

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for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination (the “Trust Agreement Amendment Proposal”), in the form set forth in Annex B to the Proxy Statement.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT ISRAEL ACQUISITIONS SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE TRUST AGREEMENT AMENDMENT PROPOSAL.

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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies, or to provide additional time to effectuate the Extension and Extension Amendment. The Adjournment Proposal will only be presented to Israel Acquisitions shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, or in the event that the Board determines that additional time is necessary to effectuate the Extension and Extension Amendment.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Israel Acquisitions shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval

Full Text of Resolution

“It is resolved as an ordinary resolution that the chairman of the Extraordinary General Meeting be directed to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or to provide additional time to effectuate the Extension, the Extension Amendment and the Trust Agreement Amendment (the “Adjournment Proposals”).”

Recommendation of the Board

THE BOARD RECOMMENDS THAT ISRAEL ACQUISITIONS SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on May 28, 2024, our Quarterly Report on Form 10-Q for the quarters ended March 31, 2024, as filed with the SEC on May 15, 2024, June 30, 2024, as filed with the SEC on August 14, 2024, and September 30, 2023, as filed with the SEC on November 13, 2023, and in other reports we file with the SEC before making a decision to vote on the proposals described in this Proxy Statement or to redeem or continue to hold your Public Shares. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension Amendment and Extensions will enable us to complete an initial Business Combination.

Approving the Extension Amendment and Extension involves a number of risks. Even if the Extension Amendment and Extensions are approved, the Company can provide no assurances that an initial Business Combination will be consummated prior to the expiration of the last Extended Date, January 18, 2026. Our ability to consummate an initial Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the other conditions to implementing the Extension and Extension Amendment are satisfied or waived, the Company expects to continue to seek an initial Business Combination and shareholder approval of such initial Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve an initial Business Combination. Even if the Extension, Extension Amendment, or initial Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension, Extension Amendment, and an initial Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

The SEC has recently issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating to, among other things, disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; and the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. The SPAC Rules became effective on July 1, 2024. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in proposed business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (“Investment Company Act”) based on certain facts and circumstances such as duration, asset composition, sources of income, business purpose and activities of the SPAC and its management team in furtherance of such goals.

Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC’s views expressed in the SPAC

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Guidance, may increase the costs and the time required to consummate a business combination, and may constrain the circumstances under which we could complete a business combination.

If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate and dissolve the Company.

As described above, the SPAC Guidance relates to, among other things, the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances under the subjective test of Section 3(a)(1)(A) of the Investment Company Act. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company.

It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

To mitigate the risk of being deemed an investment company under the Investment Company Act, we may opt to liquidate the securities held in the Trust Account prior to the 24-month anniversary of the IPO Registration Statement, and instead hold all funds in the Trust Account in cash or an interest-bearing bank deposit account, which may earn less interest than we otherwise would have if the Trust Account had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a SPAC that has elected to liquidate such investments and to hold all funds in its Trust Account in cash (i.e., in one or more bank accounts).

We may not be able to complete our initial Business Combination with a foreign target if such initial Business Combination becomes subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, or is ultimately prohibited.

We and the Sponsor have substantial ties with non-U.S. persons. We may therefore be considered a “foreign person” under regulations administered by Committee on Foreign Investment in the United States (“CFIUS”) and could continue to be considered as such in the future so long as the Sponsor or other non-U.S. persons have the ability to exercise control over us for purposes of CFIUS’s regulations. While we are primarily targeting business combinations with Israeli technology companies and have signed a non-binding letter of intent for a potential Business Combination with the Target, which is a company domiciled in Israel, we are permitted to enter into business combinations with other companies, including U.S. businesses. As such, an initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent

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implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our initial Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with our initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing our initial business combination. CFIUS may decide to block or delay our initial Business Combination, impose conditions to mitigate national security concerns with respect to such initial Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Outside the United States, laws or regulations may affect our ability to consummate a Business Combination. Transactions with potential target companies incorporated or having business operations in a jurisdiction where national security considerations, involvement in regulated industries, or in businesses relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a Business Combination.

As a result of these various restrictions, even though a Business Combination may be approved by the Board, a governmental or regulatory body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy. Because we have only a limited time to complete a Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.67 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Israel Acquisitions’ Ordinary Shares as of the Record Date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Israel Acquisitions’ Ordinary Shares, by:

•

each person known by Israel Acquisitions to be the beneficial owner of more than 5% of Israel Acquisitions’ outstanding Ordinary Shares;

•

each of Israel Acquisitions’ executive officers and directors that beneficially owns Ordinary Shares; and

•

all Israel Acquisitions’ executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options, rights, and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 12,813,782 outstanding Ordinary Shares (including 7,259,615 Class A Ordinary Shares, 762,500 Class A Ordinary Shares underlying the Private Placement Units, and 4,791,667 Founder Shares) issued and outstanding as of the Record Date.

Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote together as a single class.

Unless otherwise indicated, Israel Acquisitions believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

	Class A Ordinary Shares				Class B Ordinary Shares				Approximate Percentage of Outstanding Ordinary Shares
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class		Number of Shares Beneficially Owned(2)		Approximate Percentage of Class		Approximate Percentage of Outstanding Ordinary Shares
Directors and Named Executive Officers
Ziv Elul(3)		—		—%		—		—%		—%
Sharon Barzik Cohen(3)		—		—		—		—		—
Izhar Shay(3)		—		—		—		—		—
Candice Beaumont(3)		—		—		—		—		—
Peter Cohen(3)		—		—		—		—		—
Roy Zisapel(3)		—		—		—		—		—
Daniel S. Recanati(3)		—		—		—		—		—
All officers and directors as a group (7 individuals)		—		—		—		—		—
5% or Greater Shareholders
Israel Acquisitions Sponsor LLC(4)		637,500		7.9%		4,696,167		98.0%		41.6%
Charles Ecalle(4)		637,500		7.9%		4,696,167		98.0%		41.6%
Alexander Greystoke(4)		637,500		7.9%		4,696,167		98.0%		41.6%
HGC Investment Management Inc.(5)		750,200		9.4%		—		—		5.9%
Barclays PLC(6)		748,637		9.3%		—		—		5.8%
First Trust Merger Arbitrage Fund(7)		913,104		11.4%		—		—		7.1%
First Trust Capital Management L.P.(8)		953,033		11.9%		—		—		7.4%

Less than one percent.

(1)

Unless otherwise noted, the business address of each of our shareholders is c/o Israel Acquisitions Corp, 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738.

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(2)

Interests shown consist solely of Founder Shares. Such Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial business combination or earlier at the option of the holders thereof.

(3)

Does not include any shares held by our Sponsor, of which each of our officers and directors is a member. This individual has an indirect economic interest in securities owned by our Sponsor.

(4)

Our Sponsor is the record holder of such securities. Charles Ecalle and Alexander Greystoke are the managers of our Sponsor and share voting and investment discretion with respect to the securities held by our Sponsor and as such may be deemed to have shared beneficial ownership of the securities held directly by our Sponsor. Each of Mr. Ecalle and Mr. Greystoke disclaims beneficial ownership of any securities held by our Sponsor other than to the extent of their respective pecuniary interests therein, directly or indirectly. The 637,500 Class A Ordinary Shares are those shares underlying the 637,500 Private Placement Units held by the Sponsor; these securities are not exercisable within 60 days of this Proxy Statement. The Sponsor transferred 95,500 Founder Shares to Mr. Aaron Greenberg for $9.55 pursuant to that certain Securities Assignment Agreement, effective as of May 7, 2023.

(5)

Based solely on the Schedule 13G filed by the security holder with the SEC on February 14, 2024, HGC Investment Management Inc., a company incorporated under the laws of Canada, which serves as the investment manager to The HGC Fund LP, an Ontario limited partnership (the “Fund”), with respect to the Class A Ordinary Shares held on behalf of the Fund. The address of the holder’s business office is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(6)

Based solely on the Schedule 13G filed by the security holder with the SEC on February 14, 2024, the Class A Ordinary Shares being reported on by Barclays PLC, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Barclays Bank PLC, a non-US banking institution registered with the Financial Conduct Authority authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Barclays Bank PLC, is a wholly-owned subsidiary of Barclays PLC. The address of the holder’s business office is 1 Churchill Place, London, E14 5HP, England.

(7)

Based solely on the Schedule 13G/A filed by the security holder with the SEC on April 5, 2024, the Class A Ordinary Shares are held by First Trust Merger Arbitrage Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940 (“VARBX”). The address of the holder’s business office is 235 West Galena Street, Milwaukee, WI 53212.

(8)

Based solely on the Schedule 13G/A filed by the security holder with the SEC on April 5, 2024, the Class A Ordinary Shares are held by First Trust Capital Management L.P. (“FTCM”), an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company. First Trust Capital Solutions L.P. is a Delaware limited partnership and control person of FTCM and FTCS Sub GP LLC is a Delaware limited liability company and control person of FTCM. The address of the holder’s business office is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.

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HOUSEHOLDING INFORMATION

Unless Israel Acquisitions has received contrary instructions, Israel Acquisitions may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if Israel Acquisitions believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Israel Acquisitions’ expenses. However, if shareholders prefer to receive multiple sets of Israel Acquisitions’ disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Israel Acquisitions’ disclosure documents, the shareholders should follow these instructions:

•

if the shares are registered in the name of the shareholder, the shareholder should contact Israel Acquisitions at the following address:

Israel Acquisitions Corp
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
(800) 508-1531

•

if a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.

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WHERE YOU CAN FIND MORE INFORMATION

Israel Acquisitions files annual, quarterly and current reports, Proxy Statements and other information with the SEC as required by the Exchange Act. Israel Acquisitions’ public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Israel Acquisitions’ filings with the SEC (excluding exhibits) at no cost by contacting Israel Acquisitions at the address and/or telephone number below.

If you would like additional copies of this Proxy Statement or Israel Acquisitions’ other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact Israel Acquisitions at the following address:

Israel Acquisitions Corp
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
(800) 508-1531

You may also obtain additional copies of this Proxy Statement by requesting them in writing from Israel Acquisitions’ proxy solicitation agent at the following address and e-mail address:

Morrow Sodali
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Tel: Toll-Free (800) 662-5200 or (203) 658-9400
Email: ISRL@investor.sodali.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are an Israel Acquisitions shareholder and would like to request documents, please do so by December 27, 2024, five business days prior to the Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from Israel Acquisitions, such documents will be mailed to you by first class mail or another equally prompt means.

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ANNEX A

THE COMPANIES ACT (2023 REVISION) OF THE
CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED MEMORANDUM
& ARTICLES
OF ASSOCIATION OF
ISRAEL ACQUISITIONS CORP

(ADOPTED BY SPECIAL RESOLUTIONS DATED JANUARY [•], 2025)

Kensington House
69 Dr. Roy’s Drive
P.O. Box 2510
George Town
Grand Cayman
KY1-1104
CAYMAN ISLANDS

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THE COMPANIES ACT (2023 REVISION) OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF
ISRAEL ACQUISITIONS CORP
(the “Company”)

(ADOPTED BY SPECIAL RESOLUTIONS DATED JANUARY [•], 2025)

The name of the Company is Israel Acquisitions Corp

The registered office of the Company shall be at the offices of c/o Stuarts Corporate Services Ltd., P.O. Box 2510, Kensington House, 69 Dr Roy’s Drive, Grand Cayman KY1-1104, CAYMAN ISLANDS, or at such other place as the directors of the Company may, from time to time, decide.

The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by section 7(4) of the Companies Act (2023 Revision), or any other law of the Cayman Islands.

The Company shall have and be capable of exercising all the functions of a natural person of full capacity or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, irrespective of any question of corporate benefit as provided by section 27(2) of the Companies Act (2023 Revision) including the power to make any alterations or amendments to its Memorandum and Articles of Association in the manner set out in its Articles of Association and including, but not limited to, the power to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company and do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest moneys of the Company in such manner as the directors of the Company determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers and/or employees of the Company, past or present and their families; to purchase directors’ and officers’ liability insurance and to carry on any trade or business and generally to do all acts and things which in the opinion of the Company or the directors of the Company may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

The liability of each member of the Company is limited to the amount, if any, unpaid on the shares held by such member.

The authorised share capital of the Company is US$22,200 divided into 200,000,000 Class A ordinary shares of a nominal or par value of US$0.0001 each, 20,000,000 class B ordinary shares of a nominal or par value of US$0.0001 each and 2,000,000 preferred shares of a nominal or par value of US$0.0001 each. Subject to the provisions of the Companies Act (2023 Revision) and the Articles of Association of the Company, the Company shall have the power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

A-1

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If the Company is registered as exempted, its operations shall be carried on subject to section 174 of the Companies Act (2023 Revision). The Company may effect and conclude contracts in the Cayman Islands, and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands but shall not otherwise trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands.

Subject to the provisions of the Companies Act (2023 Revision) and the Articles of Association, the Company may exercise the power contained in section 206 of the Companies Act (2023 Revision) to deregister in the Cayman Islands and register by way of continuation under the laws of any jurisdiction outside the Cayman Islands.

A-2

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	TABLE A					A-5
	INTERPRETATION					A-5
	COMMENCEMENT OF BUSINESS					A-9
	REGISTERED OFFICE					A-9
	REGISTER OF MEMBERS					A-9
	SHARE CERTIFICATES					A-9
	ISSUE OF SHARES					A-9
	COMMISSION ON SALE OF SHARES					A-13
	TRANSFER OF SHARES					A-14
	TRANSMISSION OF SHARES					A-14
	REDEMPTION AND PURCHASE OF OWN SHARES					A-15
	TREASURY SHARES					A-15
	VARIATION OF RIGHTS ATTACHING TO SHARES					A-16
	FRACTIONAL SHARES					A-16
	LIEN ON SHARES

SEC Form DEF 14A filed by Israel Acquisitions Corp