Item 1.01. Entry into a Material Definitive Agreement. As previously reported in the Current Reports on Form 8-K, filed with the U.S. Securities and Exchange Commission (“ SEC ”) on January 27, 2025, July 3, 2025, March 17, 2026, April 17, 2026, and May 15, 2026 and the Current Report on Form 8-K/A filed March 9, 2026, Israel Acquisitions Corp, a Cayman Islands exempted company (the “ Company ”) entered into a business combination agreement on January 26, 2025, as amended on July 2, 2025, December 31, 2025, March 13, 2026, April 15, 2026, and May 15, 2026 (the “ BCA ”) with Gadfin Ltd., a company domiciled in Israel (“ Gadfin ”). Pursuant to Section 8.3 of the BCA, the BCA may be amended, modified or supplemented by an agreement in writing executed by the Company and Gadfin. On May 31, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel, entered into a sixth amendment to the BCA (the “ Sixth BCA Amendment ”). Pursuant to the Sixth BCA Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to June 15, 2026. All other termination rights under the BCA remain. The foregoing description of the Sixth BCA Amendment is only a summary and is qualified in its entirety by reference to the full text of the Sixth BCA Amendment, which is attached hereto as Exhibit 2.7, and incorporated by reference herein.
ISRL Israel Acquisitions Corp - 8-K
Accession
0001104659-26-0694831.019.01
Item 1.01 - Entry into a Material Definitive Agreement
243 words
Item 9.01 - Financial Statements and Exhibits
359 words
Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 2.1* Business Combination Agreement, dated as of January 26, 2025, by and among, Israel Acquisitions Corp and Gadfin Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 27, 2025) 2.2 Amendment No. 1 to the Business Combination Agreement, dated July 2, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on July 3, 2025) 2.3 Amendment No. 2 to the Business Combination Agreement, dated December 31, 2025, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K/A filed by the Company on March 9, 2026). 2.4 Amendment No. 3 to the Business Combination Agreement, dated March 13, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by the Company on March 17, 2026). 2.5 Amendment No. 4 to the Business Combination Agreement, dated April 15, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.5 to the Current Report on Form 8-K filed by the Company on April 17, 2026) 2.6 Amendment No. 5 to the Business Combination Agreement, dated May 15, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. (incorporated by reference to Exhibit 2.6 to the Current Report on Form 8-K filed by the Company on May 15, 2026) 2.7 Amendment No. 6 to the Business Combination Agreement, dated May 31, 2026, by and among Israel Acquisitions Corp, Gadfin Ltd., and Gadfin Regev Holdings Ltd. 104 Cover Page Interactive Data File (embedded within the Inline document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K, Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.