Israel Acquisitions Corp Files Amendment No. 1 to Current Report on Form 8-K: Key Details for Investors

Israel Acquisitions Corp (“the Company”) has filed Amendment No. 1 to its Current Report on Form 8-K, dated December 31, 2025. This filing is crucial for investors as it discloses the second amendment to the business combination agreement, a development that could significantly impact shareholder value and future prospects of the company.

Key Highlights

• Business Combination Agreement Amended: The report amends Item 1.01 of the Original Form 8-K filed on January 2, 2026, to disclose the second amendment to the business combination agreement between Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd.
• Exhibits and Agreements:
  • Business Combination Agreement dated as of January 26, 2025, among Israel Acquisitions Corp and Gadfin entities.
  • Amendment No. 1 to the Business Combination Agreement dated July 2, 2025.
  • Waiver to the Administrative Services Agreement dated December 31, 2025.

  Full documents are available via SEC links, and certain schedules are omitted but can be furnished to the SEC upon request.

• Shareholder-Impacting Information:
  • The company is classified as an Emerging Growth Company.
  • Units: Each consists of one Class A ordinary share and one redeemable warrant.
  • Class A ordinary shares (par value \$0.0001) are trading under the symbol ISRLF.
  • Redeemable Warrants are trading under the symbol ISLWF; each whole warrant is exercisable for one Class A ordinary share at an exercise price of \$11.50 per share.
  • The filing includes written communications pursuant to Rule 425 under the Securities Act, indicating investor-targeted disclosures regarding potential business combinations.
  • No soliciting material, pre-commencement tender offer, or issuer tender offer communications are included in this filing (i.e., no proxy solicitation or tender offers at this time).
  • No trading exchange listed for these securities (N/A), which is important for liquidity considerations.

Why This Matters to Investors

• Business Combination Amendments: The announcement of a second amendment to the business combination agreement signals ongoing negotiations and possibly material changes to the terms of the merger. Such amendments can affect the valuation, future prospects, and strategic direction of Israel Acquisitions Corp and its target, Gadfin Ltd.
• Emerging Growth Company Status: This status allows the company to take advantage of reduced regulatory and accounting requirements, which can impact financial reporting and investor transparency.
• Security Structure: The update clarifies the equity structure, including units, shares, and warrants. Changes to the exercise price or terms of warrants, or updates to share class structure, can affect dilution, capital raising, and share value.
• Administrative Services Waiver: The waiver to the Administrative Services Agreement may impact overhead costs, sponsor relationships, or ongoing operational expenses.

Price-Sensitive Considerations

• The second amendment to the business combination agreement is potentially price-sensitive, as it may change the terms, timeline, or likelihood of the deal closing.
• Shareholders should monitor SEC filings for further amendments, disclosures, or closing announcements, as these will directly impact Israel Acquisitions Corp’s valuation and trading dynamics.
• No new tender offer or proxy solicitation means no immediate action required for shareholders, but all eyes should remain on the completion and terms of the business combination.

Signatories

• Ziv Elul, Chief Executive Officer, signed the filing on behalf of Israel Acquisitions Corp.
• Eyal Regev, CEO & Director of Gadfin Regev Holdings Ltd., also signed.

Conclusion

This amendment to the Form 8-K is significant for shareholders, as it documents further progress and negotiation in Israel Acquisitions Corp’s business combination with Gadfin Ltd. Investors should closely watch for future filings and announcements, as any changes to the agreement or completion of the merger could materially affect share values and the company’s trajectory.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice. Shareholders and potential investors should conduct their own due diligence and consult with financial professionals before making any investment decisions. All information is based on public filings and may be subject to change.

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