Form 8-K - Current report

 

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 16, 2023

 

ISRAEL ACQUISITIONS CORP

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-41593		87-3587394
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas		78738
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant		ISRLU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ISRL		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		ISRLW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On October 16, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company”) entered into a non-binding letter of intent (the “LOI”) with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange (“Pomvom”) regarding the potential consummation of a business combination agreement. Additionally, on October 17, 2023, Pomvom issued a regulatory filing announcing entry into the LOI, a copy of which is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing. 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Regulatory Filing by Pomvom Ltd., dated October 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ISRAEL ACQUISITIONS CORP
By:	/s/ Ziv Elul
	Name: Ziv Elul
	Title: Chief Executive Officer and Director

 

Dated: October 17, 2023

 

 

 

 

Exhibit 99.1 

 

 

 

Pomvom Ltd.

(the “Company”)

 

October 17, 2023

 

Israel Securities Authority	Tel Aviv Stock Exchange Ltd.
www.isa.gov.il	www.tase.co.il

 

Dear Sir/Madam,

 

Re:          Engagement in a Non-Binding Letter of Intent, Regarding a Business Combination with a Special Purpose Acquisition Company Listed on the NASDAQ Stock Market

 

The Company is pleased to announce that on October 16, 2023, following approval of the Company's board of directors, it has entered into a non-binding letter of intent with Israel Acquisition Corp., which was founded as a special purpose acquisition company (SPAC) traded on the Nasdaq Stock Market,¹ in connection with a business combination transaction (the "LOI", "SPAC", "Nasdaq" and "Transaction", respectively).

 

The main provisions of the LOI are as follows:

 

The Parties of the LOI. The SPAC and the Company (collectively, the "Parties").

 

The Transaction's Structure. The Transaction will involve a business combination between the Parties. The specific structure of the Transaction will be mutually determined by the Parties, taking into consideration factors, such as business, taxation, legal, accounting, and other pertinent considerations. Following the consummation of the Transaction, the resulting entity (the "Merged Company") is expected to be a non-US corporation (non-US entity), whose securities will be listed on Nasdaq.

 

The Company's Valuation in the Transaction. The Company's pre-money equity valuation in the Transaction is anticipated to be approximately USD $125 million. However, the Company's equity valuation may fluctuate, either upwards or downwards, based on specific variables to be mutually agreed upon by the Parties. The ultimate equity valuation for the Transaction will be established prior to the execution of a final binding agreement, if signed.

 

The Minimum Amount Required in the SPAC for the Completion of the Transaction. There will be a closing condition to the Company’s obligation to close that aggregate net cash proceeds from the SPAC's trust account² together with any PIPE, Pre-IPO investment, and/or debt raised, of no less than USD $20 million (the “Minimum Closing Cash Amount.”)

 

 

 

1

Mr. Izhar Shai, an Israeli high-tech and social entrepreneur, venture capital investor, and former Israeli Minister of Science and Technology, serves as the chairman of the SPAC's board. Mr. Ziv Elul, who has extensive business and management expertise in operational companies, serves as the CEO of the SPAC.

 

2

After giving effect to (i) “redemptions” by existing SPAC public shareholders (ii) payment of all transaction related expenses, including, but not limited to, deferred underwriting fees, banker fees and legal fees and other expenses of both SPAC and the Company and (iii) payment of all outstanding liabilities of SPAC.

 

 

-2-

 

Lock-Up Arrangement. The LOI incorporates a 12-month lock-up period that applies to officers, directors and affiliated shareholders holding more than 5% of the Company's capital. It also extends to the initial SPAC's sponsors. Subsequently, for an additional 12-month period, the aforementioned individuals will be subject to a phased lock-up period, as determined in the final and binding agreement.

 

The Transaction Schedule. The Parties intend to execute a final and binding agreement approximately six weeks after signing the LOI. Subsequent to the final agreement and public announcements regarding the Transaction, a prospectus will be submitted to the US Securities and Exchange Commission (SEC) and other necessary regulatory authorities as required, to facilitate the completion of the Transaction.

 

Final and Binding Agreement and Conditions for Completion of the Transaction. The execution of the final and binding agreement, as well as the conditions required for the completion of the Transaction, will be subject to various factors, including, the satisfactory completion of due diligence by the Parties; approval of the Parties' board of directors; and execution of customary voting and support agreements, as accepted by substantial shareholders of the Company, with regard to the Transaction’s approval. Upon signing the final and binding agreement, the completion of the Transaction will be subject to various factors, including receiving all necessary approvals by the Parties' shareholders, obtaining all regulatory approvals required to proceed with the Transaction, ensuring the Minimum Closing Cash Amount is met, and ensuring there are no significant adverse changes in the businesses of the Company.

 

Timeline and Expected Expenses: The Company expects the Transaction to be completed by the end of the first quarter of 2024, barring any delays in regulatory approval or any other unexpected events. The specific Transaction timeline will be established in the definitive agreement. The Company expects to incur material expenses related to the Transaction, however, the amount of expenses are unable to be precisely determined at the time of this immediate report.

 

The Company estimates that the cash amount from the Transaction will enable the Company to accelerate its business development and growth, including fulfilling of existing and new contracts.

 

The Company’s estimations as set forth in this report hereinabove, including regarding the terms of the final and binding agreement, the fulfillment of conditions for its execution, the completion of the Transaction, the Transaction’s timelines, associated expenses, contribution of the cash amount to its business development and growth, and all other related matters, constitute forward-looking information, as defined in the Securities Law, 5728-1968. These estimates, all or part thereof, may not materialize, or may materialize in a manner different than expected, even materially different, inter alia, due to various factors. Such factors include, inter alia, conditions necessary for their realization, as detailed above, which are beyond the Company's control. These conditions encompass the execution of a final and binding agreement between the Parties, agreements and approvals from third parties, and additional external circumstances beyond the Company's control. These external factors may involve unexpected changes to US capital market conditions and the NASDAQ, as well as the impact of the ongoing security situation in Israel on the Transaction’s timelines.

 

	Respectfully,
	Pomvom Ltd.

 

By:	Yehuda Minkovicz, CEO & Director; Yossi Dagan, CFO.

 

 

 

Cover	Oct. 16, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2023
Entity File Number	001-41593
Entity Registrant Name	ISRAEL ACQUISITIONS CORP
Entity Central Index Key	0001915328
Entity Tax Identification Number	87-3587394
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	12600 Hill Country Blvd
Entity Address, Address Line Two	Building R
Entity Address, Address Line Three	Suite 275
Entity Address, City or Town	Bee Cave
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	800
Local Phone Number	508-1531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one redeemable warrant
Trading Symbol	ISRLU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	ISRL
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	ISRLW
Security Exchange Name	NASDAQ

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