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): August 22, 2024

 

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)		(IRS. Employer Identification No.)

 

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas, 75738

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 1.02 Termination of a Material Definitive Agreement.

 

Merger Agreement

 

As previously disclosed, on January 2, 2024, Israel Acquisitions Corp, a Cayman Islands exempted company (the “Company” or “IAC”) and Pomvom Ltd., a company organized under the laws of the State of Israel (“Pomvom”) entered into a business combination agreement (as amended from time to time, the “Agreement”), pursuant to which, among other things, (i) Pomvom would cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubco”) to be formed, (ii) Pomvom would cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub”) to be formed, (iii) Pomvom would cause NewPubco and Merger Sub to become a party to the Agreement by delivering a joinder to the Agreement, (iv) Pomvom would effect the Share Split, (v) NewPubco, the shareholders of Pomvom and the holders of equity awards of Pomvom would effect the Equity Exchange, and (vi) Merger Sub would merge with and into IAC, with IAC surviving the merger as a direct wholly owned subsidiary of NewPubCo (the “Merger”). The collective transactions referenced in (i)-(vi) are hereinafter referred to as the “Transactions”. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

 

On August 22, 2024, IAC and Pomvom entered into a Mutual Termination Agreement pursuant to which the Agreement was terminated by the mutual consent of IAC and Pomvom, effective as of August 22, 2024 in addition to IAC and Pomvom agreeing to waive any claim or demand on the part of any of the parties against the other parties, except in relation to a violation of the Mutual Termination Agreement or a violation of the confidentiality obligations stipulated in the Merger Agreement. There are no early termination penalties incurred by IAC or Pomvom in connection with the termination of the Agreement.

 

Sponsor Support Agreement

 

As previously disclosed, in connection with the execution of the Agreement, on January 2, 2024, Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “Sponsor”), IAC and Pomvom entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) whereby the Sponsor, among other things, agreed to (a) vote in favor of the Agreement and the Transactions, (b) irrevocably forfeit and surrender a number of ordinary shares of NewPubco for no consideration and (c) be bound to certain other obligations as described in the Sponsor Support Agreement. The Sponsor Support Agreement shall terminate upon the termination of the Agreement in accordance with its terms.

 

Item 8.01 Other Events.

 

On August 22, 2024, IAC and Pomvom issued a joint press release announcing the termination of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information under Item 1.02 regarding the termination of the Agreement is incorporated into this Item 8.01 by reference.

 

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Forward Looking Statements

 

This Current Report may include, and oral statements made from time to time by representatives of IAC may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Current Report are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to IAC or IAC’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of IAC’s management, as well as assumptions made by, and information currently available to, IAC’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in IAC’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to IAC’s or persons acting on IAC’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of IAC, including those set forth in the Risk Factors section of IAC’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024. IAC undertakes no obligation to update these statements for revisions or changes after the date of this Current Report, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
99.1		Press Release, dated August 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

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
Date: August 22, 2024	By:	/s/ Ziv Elul
		Name:	Ziv Elul
		Title:	Chief Executive Officer and Director

 

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Exhibit 99.1 

 

 

Israel Acquisitions Corp. and Pomvom Ltd. announce a mutual termination of the Business Combination Agreement

 

Tel-Aviv, Israel, August 22, 2024 - Israel Acquisitions Corp (NASDAQ: ISRL, ISRLU, ISRLW) (“ISRL”), a publicly-traded special purpose acquisition company, Pomvom Ltd. (TASE: PMVM) (“Pomvom”), an Israeli technology company developing and providing experiential content to amusement parks and attractions globally, announced today that they have signed a mutual termination and release agreement (the “Termination Agreement”) to terminate the Business Combination Agreement and additional related agreements (the “Merger Agreement”), due to the change in global market conditions .

 

Pursuant to the Termination Agreement, the parties also mutually agreed to waive any claim or demand on the part of any of the parties against the other parties, except in relation to a violation of the Termination Agreement or a violation of the confidentiality obligations stipulated in the Merger Agreement.

 

Shira Fayans Birenbaum, Pomvom’s Chairman and Izhar Shay, ISRLSPAC’s Chairman released a joint statement: “The decision to terminate the Merger Agreement was made jointly by the companies, with the understanding that the current state of the capital markets does not allow for the transaction to proceed at this time based on the same financial parameters that had been agreed upon originally. Considering these factors and in order to avoid additional expenses related to the transaction for both parties, it was decided in good spirit to terminate the transaction.”.

 

About Pomvom Ltd:

 

Pomvom, which is traded on the Tel-Aviv Stock Exchange (TASE: POMO; PMVM), is a technology company, which develops and provides experiential documentation solutions to the global amusement parks and attractions market, which replace the existing operative photographic solutions. Pomvom has developed a digital platform, which combines innovative technology for photographing and creating content, automatically in a cloud environment, the distribution and the sale thereof to the ultimate user for the purpose of their personal use and for sharing on social networks. Pomvom provides its customers with comprehensive media documentation services, which is done by means of the digital platform, in addition to which it provides photographic equipment and manpower, the creation of content and media processing, printing or the distribution of pictures and the sale thereof to visitors to amusement parks and attractions. See Pomvom's website for additional details - Pomvom - Any media. Any device. Anyone.

 

About Israel Acquisitions Corp.

 

ISRL, which is traded on Nasdaq (NASDAQ: ISRL, ISRLU, ISRLW), is a Cayman Islands exempted company incorporated as a blank-check company and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. ISRL intends to focus on high-growth technology companies that are domiciled in Israel, and that either carry out all or a substantial portion of their activities in Israel or have some other significant Israeli connection. ISRL's management team is led by Chairman, Izhar Shay, Chief Executive Officer, Ziv Elul, and Chief Financial Officer, Sharon Barzik Cohen.

 

 

 

 

Forward Looking Statements

 

This press release may include, and oral statements made from time to time by representatives of ISRL or Pomvom may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to ISRL, Pomvom or either management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of ISRL’s and Pomvom’s management, as well as assumptions made by, and information currently available to, ISRL’s and Pomvom’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in ISRL’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to ISRL’s, Pomvom’s or persons acting on ISRL’s or Pomvom’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of ISRL or Pomvom, including those set forth in the Risk Factors section of ISRL’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024. ISRL undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.

 

Investor Contact:

 

Meirav Gomeh-Bauer

 

[phone]

 

Email: [e-mail]

 

 

 

Cover	Aug. 22, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2024
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	75738
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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