ISRLF 10-K & 10-Q changes, risk factors and insider trading
Israel Acquisitions Corp (also ISLUF, ISLWF) · OTC · Blank Checks · CIK 1915328 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Military conflict and geopolitical events, including the ongoing wars insee in full comparisonUkraineUkraine, Iran and Israel, including any resulting sanctions, export controls or other restrictive actions, have caused volatility and disruptions in the capital markets in recent years. This may lead to increased price volatility for publicly traded securities, including ours, and to other national, regional and international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination partner and consummate a business combination on acceptable commercial terms or at all.
see in full comparisonNasdaq may delist ourOur securities have been delisted from trading onitsNasdaqexchange,and trade on OTC Markets, which could limit investors’ ability to make transactions in our securities andsubjectmakeusit more difficult toadditionalconsummatetradingarestrictions.Business Combination.
Conditions insee in full comparisonIsraelIsrael, including the ongoing multi-front conflict and the recent escalation of conflict in the Middle East and Southwest Asia, may materially and adversely affect the business of our potential acquisition targets and our search for a business combination.
“The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Listing Qualifications Department advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. …”see in full comparison
“We were approved to list our units on the Nasdaq beginning on January 13, 2023 and our Class A ordinary shares and warrants on their date of separation, which was February 28, 2023. On January 13, 2026, Nasdaq announced its intension to delist our Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The delisting became ten days after the Form 25 was filed. Our Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISRLF”, “ISLUF” and “ISLWF”, respectively.”see in full comparison
see in full comparisonIfAstheaNasdaq delists anyresult ofourbeingsecurities from tradingtraded onits exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on anover-the-countermarket. If this were to occur,market, we could face significant material adverse consequences, including:
Full comparison: every changed paragraph (20)
The requirement that we consummate an initial business combination by April 18, 20252026 (or up to January 18, 2026,2027, if we extend the time to complete a business combination as described elsewhere in this Annual Report on Form 10-K) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination by April 18, 20252026 (or up to January 18, 2026,2027, if we extend the time to complete a business combination as described elsewhere in this Annual Report on Form 10-K). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business then we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
Conditions in IsraelIsrael, including the ongoing multi-front conflict and the recent escalation of conflict in the Middle East and Southwest Asia, may materially and adversely affect the business of our potential acquisition targets and our search for a business combination.
Our potential acquisition targets may have a significant number of employees located in Israel. As a result, political, economic and military conditions in Israel may directly affect the business of our potential acquisition targets. In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoinga warlarge-scale acrossconflict. theIsrael country,subsequently forcing the closure of many businessesengaged in Israelmilitary foroperations severalin days.Gaza, and in late 2023 and 2024, hostilities expanded to include conflict with Hezbollah in Lebanon. In addition, thereIran continuelaunched todirect be hostilities between Israelmissile and Hezbollahdrone attacks against Israel, marking an escalation in Lebanonregional andtensions. HamasThese inconflicts the Gaza Strip, both of whichhave resulted in rocketscasualties, beingdamage firedto into Israel, causing casualties andinfrastructure, disruption of economic activities.activities, and the displacement of citizens from certain regions. While ceasefire agreements have been reached with certain adversaries at various times, the regional security situation remains volatile. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. UprisingsBroader in various countriesinstability in the Middle EastEast, overincluding the lastrecent fewescalation yearsof haveconflict alsoin Iran and its regional proxies, has affected the political stability of thosethe countriesregion and have led to a decline in the regional security situation.security. Such instability may also lead to deterioration in the political and trade relationships that exist between Israel and theseother countries. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the business, results of operations, financial condition, cash flows and prospects of our potential acquisition targets and our search for a business combination. Although the Israeli Government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot ensure our stockholders that this coverage will be maintained or will be adequate in the event we submit a claim.
A number of countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or intensify.intensify, including the recent escalation of hostilities in Iran. The ongoing conflicts have heightened scrutiny of companies with Israeli operations and may affect relationships with business partners in certain jurisdictions. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on policies promulgated by the Israeli Government. Such boycotts, particularly if they become more widespread, may adversely impact the business of our potential acquisition targets.
The operations of our potential acquisition targets could also be disrupted by the absence for significant periods of one or more key employees or a significant number of other employees because of military service. Our potential acquisition targets’ employees in Israel may be obligated to perform military reserve duty, which generally accumulates over a period of three years, from several days to up to a maximum of 84 days (and up to 108 days, in special circumstances specified under applicable law). In certain emergency circumstances, employees may be called to immediate and unlimited active duty in the Israeli armed forces. In response toSince the terrorist attacks in October 2023,2023 ourand potentialthe acquisitionensuing targets’multi-front conflict involving Gaza, Lebanon, and Iran, many Israeli employees in Israel may have been activated for military duty for extended periods, and additional employees may alsocontinue to be activated iffor reserve or emergency duty as the warsecurity insituation Israel continues.evolves. While our potential acquisition targets may have business continuity plans in place to address the military call-ups, anythe prolonged nature of the current conflict has placed significant strain on workforce availability for Israeli businesses. Any of these circumstances could have a material adverse effect on business, results of operations, financial condition, cash flows and prospects of our potential acquisition targets.
We may not be able to consummate an initial business by April 18, 2025,2026, in which case (unless such date is extended up to 24 months from the date of the IPO to January 18, 20262027 if we extend the time to complete an initial business combination as described elsewhere in this Annual Report on Form 10-K) we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Nasdaq may delist ourOur securities have been delisted from trading on itsNasdaq exchange,and trade on OTC Markets, which could limit investors’ ability to make transactions in our securities and subjectmake usit more difficult to additionalconsummate tradinga restrictions.Business Combination.
We were approved to list our units on the Nasdaq beginning on January 13, 2023 and our Class A ordinary shares and warrants on their date of separation, which was February 28, 2023. On January 13, 2026, Nasdaq announced its intension to delist our Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The delisting became ten days after the Form 25 was filed. Our Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISRLF”, “ISLUF” and “ISLWF”, respectively.
We were approved to list our units on the Nasdaq beginning on January 13, 2023 and our Class A ordinary shares and warrants on their date of separation, which was February 28, 2023. Although we meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).
Additionally, our units will not be traded after the completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the Nasdaq initial listing requirements, which are more rigorous than the Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on the Nasdaq.
For instance, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holding securities with a market value of at last $2,500) of our securities. We cannot assure you that we will be able to meet those listing requirements at that time.
IfAs thea Nasdaq delists anyresult of ourbeing securities from tradingtraded on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur,market, we could face significant material adverse consequences, including:
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, our Class A ordinary shares, and warrantssecurities are no longer listed on thea Nasdaq,national securities exchange, they are not considered covered securities. As a result, our units,securities Classare Asubject ordinaryto sharesregulation in each state in which we offer our securities. However, since the Business Combination is structured such that NewPubco is issuing its securities, rather than us, and warrants qualify as coveredNewPubco’s securities underare expected to be listed on Nasdaq upon the statute.closing Althoughof the statesBusiness areCombination, preemptedit fromis regulatingnot expected that such designation will have a negative impact on the saleparties’ ofability coveredto securities,consummate the federalBusiness statuteCombination. does allow the states to investigate companies ifNevertheless, there is ano suspicionassurance of fraud, and, if there isthat a findingstate ofcould fraudulentnot activity,seek thento hinder or delay the statesBusiness canCombination, regulatewhich orcould barpossibly thelead saleto ofus coveredbeing securitiesforced into adissolve particularand case.liquidate. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
If we fail to meet criteria set forth in Rule 15c2-11 (the “Rule”) under the Exchange Act (for example, by failing to file periodic reports as required by the Exchange Act), various practice requirements are imposed on broker-dealers who sell securities governed by the Rule to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transactions prior to sale. Consequently, the Rule may have a material adverse effect on the ability of broker-dealers to sell our securities, which may materially affect the ability of investors to sell the securities in the secondary market. Not being listed on a national securities exchange makes trading our securities difficult for investors, potentially leading to a decline in the share price. It may also make it more difficult for us to raise additional capital.
We are not registering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of that certain that certain Warrant Agreement, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), dated January 12, 2023 (the “Warrant Agreement”), we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such ordinary shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise that represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants is not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their public warrants on a cashless basis. However, we will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their public warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the offer and sale of the shares under applicable blue sky laws to the extent an exemption is not available. Additionally, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise public warrants to do so on a cashless basis. In the event of an exercise of a warrant on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value. The “fair market value” is the volume-weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date that notice of exercise is received by the warrant agent. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our Company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable register or qualify the issuance of the Class A shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the Class A ordinary shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their private placement warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in the Initial Public Offering. In such an instance, the Sponsor and its permitted transferees (which may include our directors and officers) would be able to exercise their private placement warrants and sell the Class A ordinary shares underlying their private placement warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying Class A ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.
The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Listing Qualifications Department advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The Company’s Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISRLF,” “ISLUF” and “ISLWF”, respectively.
In light of the involvement of the Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with the Sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10 - Directors, Executive Officers and Corporate Governance – Conflicts of Interest.” The Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. The Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in “ Business — Business Combination Criteria” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with the Sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.
Military conflict in UkraineUkraine, Iran and Israel could make it more difficult for us to consummate a business combination.
Military conflict and geopolitical events, including the ongoing wars in UkraineUkraine, Iran and Israel, including any resulting sanctions, export controls or other restrictive actions, have caused volatility and disruptions in the capital markets in recent years. This may lead to increased price volatility for publicly traded securities, including ours, and to other national, regional and international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination partner and consummate a business combination on acceptable commercial terms or at all.
Management's Discussion & Analysis (MD&A)
Largest changes
“On July 2, 2025, the Company, Gadfin, and NewPubco entered into the First Amendment. …”see in full comparison
“The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The delisting became effective ten days after the Form 25 was filed.”see in full comparison
“On December 31, 2025, the Company, Gadfin, and NewPubco entered into the Second Amendment. Pursuant to the Second Amendment, the Company and Gadfin agreed to extend the Termination Date (as defined in the Business Combination Agreement) to March 16, 2026 and removed the automatic extensions of the Termination Date.”see in full comparison
“On March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into the Third Amendment. Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.”see in full comparison
“On October 14, 2025, the Company entered into the Advisory Agreement, effective October 10, 2025, pursuant to which BTIG agreed to provide strategic and capital markets advisory services to the Company in connection with its business activities, including the Business Combination. Under the Advisory Agreement, BTIG will advise the Company on market conditions and capital markets strategy, but will not act as a financial advisor or participate in the offering or solicitation of securities for the Business Combination. …”see in full comparison
“On January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. …”see in full comparison
Full comparison: every changed paragraph (25)
We expect to continue to incur significant costs in the pursuit of itsour acquisition plans. We cannot assure you that itsour plans to complete an initial business combination will be successful.
On January 12, 2023, the SEC declared the Company’s registration statement for our Initial Public Offering effective. On January 18, 2023, we consummated our Initial Public Offering of 14,375,000 units, which included the full exercise of the underwriters’ over-allotment option in the amount of 1,875,000 units, at $10.00 per unit, generating gross proceeds of $143,750,000. Each unit is comprised of one Class A ordinary share and one public warrant.
On January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the InvestInvestment Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from 12 months from the closing of the Initial Public Offering (January 18, 2024) up to twelve (12) times (each, an “Extension”) to January 18, 2025, with each Extension comprised of one month. Pursuant to the Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extension and depositing into the Trust Account the lesser of (i) $50,000 or (ii) $0.02 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current extended period, by the date of such Extension.
On April 22, 2024, we entered into an amendment with Pomvom (the “Amendment”) to the Pomvom Business Combination Agreement. Pursuant to the Amendment, the we agreed with Pomvom to (i) extend the date by which all members of the board of directors of the post-combination company shall be agreed determined from April 30, 2024, to June 30, 2024, (ii) extend the date by which an independent compensation consultant shall present a benchmark analysis of the compensation packages for officers and directors of public market companies that are comparable to Pomvom and recommendations for officer and director compensation packages to the Pomvom’s compensation committee and board of directors in connection with their review and approval of such packages from April 30, 2024, to June 30, 2024, and (iii) extend the Minimum Equity Financing Proceeds Termination Date (as defined in the Pomvom Business Combination Agreement) from June 30, 2024, to August 31, 2024.
On January 17, 2025, the Company issued an unsecured promissory note to the Sponsor in the amount of $335,131 to pay for up to twelve additional one-month extension payments (the “2025 Extension Note”). On each of January 17, 2025, February 18, 2025, March 18, 2025, May 19, 2025, June 18, 2025, July 18, 2025, August 18, 2025, September 18, 2025, October 17, 2025, November 18, 2025, and December 19, 2025, the Company drew $27,927 each month against the 2025 Extension Note to pay for an additional one-month extension. The 2025 Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation.
Under the Business Combination Agreement, as amended, holders of Gadfin equity interests are expected to receive approximately $200,000,000$180,000,000 (the “Gadfin Equity Value”) in aggregate consideration in the form of NewPubco Ordinary Shares, equal to the quotient obtained by dividing (a) the Gadfin Equity Value by (b) the fully diluted number of Gadfin ordinary shares and preferred shares (including ordinary shares issuable upon exercise, vesting and settlement of Gadfin options and Gadfin warrants and other convertible securities of Gadfin); provided however, in the event Gadfin does not record at least $4,500,000 in deferred revenue by the Closing Date, the Gadfin Equity Value shall be $150,000,000..
On July 2, 2025, the Company, Gadfin, and NewPubco entered into the First Amendment. Pursuant to the First Amendment, the Company and Gadfin agreed to (i) remove the requirement for the Company to liquidate immediately following the Mergers (as defined in the Business Combination Agreement), (ii) revise the Company Equity Value (as defined in the Business Combination Agreement) to $180,000,000, (iii) remove the PCAOB Related Default (as defined in the Business Combination Agreement) and related provisions, (iv) remove the Threshold Raised Amount (as defined in the Business Combination Agreement) and related provisions, (v) clarify the maximum dilution calculation, (v) extend the deadline for the Benchmark Analysis (as defined in the Business Combination Agreement) to September 30, 2025, (vi) add a termination right for Gadfin, without penalty, in the event the Company does not, within 30 days of the Amendment, receive a full cash waiver from underwriters of the deferred underwriting fees currently owed and outstanding by the Company, and (vii) act as a joinder agreement pursuant to which NewPubco, Gadfin Regev Holdings Ltd., a company domiciled in Israel, became a party to the Business Combination Agreement.
On December 31, 2025, the Company, Gadfin, and NewPubco entered into the Second Amendment. Pursuant to the Second Amendment, the Company and Gadfin agreed to extend the Termination Date (as defined in the Business Combination Agreement) to March 16, 2026 and removed the automatic extensions of the Termination Date.
On March 13, 2026, the Company, Gadfin, and NewPubco entered into the Third Amendment. Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.
Effective March 18, 2025, Daniel Recanati resigned from his role as Chairman of the audit committee. Simultaneously with Daniel Recanati’s resignation as Chairman of the audit committee, the board of directors appointed Peter Cohen as Chairman of the audit committee.
On May 28, 2025, the Company received the MVLS Notice from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of the Company’s securities was not in compliance with the MVLS Requirement. In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 24, 2025, to regain compliance with the Rule.
The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The delisting became effective ten days after the Form 25 was filed.
The Company’s Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISRLF”, “ISLUF” and “ISLWF”, respectively.
As a result of being traded on over-the-counter market, there may be a very limited market in which the Company’s securities are traded, and the trading price of the Company’s securities may be adversely affected. The Company can provide no assurance that its securities will continue to trade on this market, whether broker-dealers will continue to provide public quotes of its securities on this market, or whether the trading volume of its securities will be sufficient to provide for an efficient trading market for existing and potential holders of its securities.
On October 14, 2025, the Company entered into the Advisory Agreement, effective October 10, 2025, pursuant to which BTIG agreed to provide strategic and capital markets advisory services to the Company in connection with its business activities, including the Business Combination. Under the Advisory Agreement, BTIG will advise the Company on market conditions and capital markets strategy, but will not act as a financial advisor or participate in the offering or solicitation of securities for the Business Combination. As compensation for such services, BTIG will receive an advisory fee of $500,000 in cash (payable from the trust account) and 100,000 Class A ordinary shares, par value $0.0001 per share, of the Company immediately prior to closing of the Business Combination (the “Advisory Fee”), which will be exchanged for 100,000 ordinary shares of NewPubco, valued at $10.00 per share, upon consummation of the Business Combination. In exchange, BTIG waived its right to the Deferred Underwriting Commission, conditioned upon payment of the Advisory Fee and closing of the Business Combination. The Advisory Agreement also provides BTIG with a three-year exclusive right of first refusal to act as lead underwriter for the next special purpose acquisition company initial public offering undertaken by the Company or the Sponsor under certain conditions and indemnification protections. The Advisory Agreement is governed by New York law and allows BTIG to terminate at any time, in which case it forfeits both the Advisory Fee and the Deferred Underwriting Commission.
On January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination Date 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) $5,000 or (ii) $0.05 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.
In connection with the shareholders’ vote, holders of 295,860 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, $3,683,115.04 was removed from the Trust Account to pay such holders. Following the aforementioned Redemption, the Company has 6,056,239 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.
On March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into the Third Amendment. Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.
For the year ended December 31, 2025, we had net loss of $510,230, which consisted of listing expenses of $131,778, administrative expenses of $128,872, legal and accounting expenses of $629,789, marketing and advertising expense of $750, dues and subscriptions expense of $145,135, and insurance expenses of $127,942, offset by dividend income on marketable securities held in the Trust Account of $528,065, gain on extinguishment of liability of $125,669, and dividends and interest on cash and cash equivalents of $302.
For the year ended December 31, 2023, we had net income of $6,073,475, which consisted of listing expenses of $23,114, administrative expenses of $230,155, legal and accounting expenses of $533,565, marketing and advertising expense of $3,732, dues and subscriptions expense of $6,980, and insurance expense of $248,388, offset by realized gain and dividend income on marketable securities held in the Trust Account of $7,077,006 and dividends and interest on cash and cash equivalents of $42,403.
As of December 31, 2024,2025, we had $21,257$6,938 in cash and cash equivalents held outside of the Trust Account and working capital deficit of $1,448,187$2,581,616 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
For the year ended December 31, 2024,2025, net cash providedused byin operating activities was $3,347,864.$258,324. Net incomeloss of $2,820,574$510,230 was adjusted by $527,290$240,000 related to the Administrative Services fee waived by Sponsor and $11,906 changes in operating assets and liabilities. Net cash provided by investing activities was $71,097,923$72,670,754 related to proceeds from redemption of marketable securities held in Trust Account of $75,921,158,$73,533,953, offset by the purchase of marketable securities held in Trust Account of $600,484,$335,422, as well as dividends received from and reinvestment of marketable securities of $4,222,751.$527,777. Net cash used in financing activities was $75,096,158$72,426,749 related to payment of redemptions on Class A ordinary shares subject to redemption of $75,921,158,$73,533,953, offset by $825,000$1,107,204 ofproceeds paymentsfrom madedrawdowns byon the promissory notes with the Sponsor for Trust Account extension fees.fees and working capital needs.
In November 2023, the FASB issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU for the annual period ended December 31, 2024 and applied the provisions retrospectively to each period presented in the financial statements. Adoption of the new standard did not have a material impact on our financial statements.
In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted this standard effective January 1, 2025 and determined there is currentlyno assessingmaterial the impact, if any, that ASU 2023-09 would haveimpact on its financial position, results of operations or cash flows.
In December 2025, the FASB issued Accounting Standards Update 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies current interim disclosure requirements and provides a comprehensive list of required interim disclosures. The guidance also incorporates a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company is currently assessing the impact, if any, that ASU 2025-11 would have on its financial position, results of operations or cash flows.
What changed in the latest 10-Q
Risk Factors
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Management's Discussion & Analysis (MD&A)
Largest changes
“For the six months ended June 30, 2026, we had net loss of $237,978, which consisted of listing expenses of $33,264, administrative expenses of $2,034, legal and accounting expenses of $255,927, dues and subscriptions expense of $22,433, and insurance expense of $58,221, offset by dividends income on marketable securities held in the Trust Account of $128,502, gain on extinguishment of liability of $5,309, and dividends and interest on cash and cash equivalents of $90. …”see in full comparison
For the threesee in full comparisonmonthsendedMarchJune31,30,2025,2026, we had netincomeloss of$66,653,$65,062, which consisted of listing expenses of $5,550, administrative expenses of $150, legal and accounting expenses of $81,106, dues and subscriptions expense of $9,029, and insurance expense of $30,721, offset by dividends income on marketable securities held in the Trust Account of$234,788,$56,157, gain on extinguishment of liability of$113,136,$5,309, and dividends and interest on cash and cash equivalents of$1,$28.offsetForbythe three months ended June 30, 2025, we had net loss of $238,126, which consisted of listing expenses of$48,243,$28,650, administrative expenses of$32,167,$30,097, legal and accounting expenses of$157,178,$186,881,marketingdues andadvertisingsubscriptions expense of$750,$73,489, and insurance expense of$42,934.$30,008, partially offset by dividends income on marketable securities held in the Trust Account of $98,390, gain on extinguishment of liability of $12,533, and dividends and interest on cash and cash equivalents of $76.
On April 15, 2026, the Company, Gadfin, and Gadfin Regevsee in full comparisonHoldings Ltd., a company domiciled in Israelentered into a fourth amendment to the BCA (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 15, 2026.All other termination rights under the BCA remain.
On May 15, 2026, the Company, Gadfin, and Gadfin Regevsee in full comparisonHoldings Ltd., a company domiciled in Israelentered into a fifth amendment to the BCA (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 31, 2026.All other termination rights under the BCA remain.
“For the three months ended March 31, 2026, we had net loss of $172,916, which consisted of listing expenses of $27,714, administrative expenses of $1,885, legal and accounting expenses of $174,821, dues and subscriptions expense of $13,404, and insurance expense of $27,500, offset by dividends income on marketable securities held in the Trust Account of $72,345, and dividends and interest on cash and cash equivalents of $62.”see in full comparison
“On June 15, 2026, the Company, Gadfin, and Gadfin Regev entered into a seventh amendment to the BCA (the “Seventh Amendment”). Pursuant to the Seventh Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to June 20, 2026.”see in full comparison
Full comparison: every changed paragraph (18)
On each of January 18, 2026, February 18, 2026, and March 18, 2026, the Company drew an additional $5,000 against the Amended Extension Note to extend the Termination Date by subsequent one - month periods to April 18, 2026. On theApril required20, extension deadline date,2026, the Company paid $5,000 to extend the Termination date to May 18, 2026. On May 13, 2026, the Company drew an additional $5,000 against the Amended Extension Note to extend the Termination Date to June 18, 2026.
On January 26, 2025, the Company and Gadfin entered into a business combination agreement (the “BCA”), subsequently amended on July 2, 2025 (at which time Gadfin Regev Holdings Ltd., a company domiciled in Israel, became a party), and December 31, 2025. On March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd.,Ltd. (“Gadfin Regev”), entered into a third amendment to the BCA (the “Third Amendment”). Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.
On April 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fourth amendment to the BCA (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 15, 2026. All other termination rights under the BCA remain.
On May 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fifth amendment to the BCA (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 31, 2026. All other termination rights under the BCA remain.
On May 31, 2026, the Company, Gadfin, and Gadfin Regev entered into a sixth amendment to the BCA (the “Sixth Amendment”). Pursuant to the Sixth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to June 15, 2026.
On June 15, 2026, the Company, Gadfin, and Gadfin Regev entered into a seventh amendment to the BCA (the “Seventh Amendment”). Pursuant to the Seventh Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to June 20, 2026.
On June 22, 2026, the BCA was terminated in accordance with the terms set forth therein (the “Termination”). In connection with the Termination, the other agreements entered into in connection with the Agreement terminated in accordance with their respective terms.
As of MarchJune 31,30, 2026, we had not commenced any operations. All activity from inception through MarchJune 31,30, 2026 relates to our formation and initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, our search for a target to consummate a business combination. We will not generate any operating revenues until after the completion of an initial business combination, at the earliest. We will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering and placed in a U.S.-based trust account (the “Trust Account”). We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended March 31, 2026, we had net loss of $172,916, which consisted of listing expenses of $27,714, administrative expenses of $1,885, legal and accounting expenses of $174,821, dues and subscriptions expense of $13,404, and insurance expense of $27,500, offset by dividends income on marketable securities held in the Trust Account of $72,345, and dividends and interest on cash and cash equivalents of $62.
For the three months ended MarchJune 31,30, 2025,2026, we had net incomeloss of $66,653,$65,062, which consisted of listing expenses of $5,550, administrative expenses of $150, legal and accounting expenses of $81,106, dues and subscriptions expense of $9,029, and insurance expense of $30,721, offset by dividends income on marketable securities held in the Trust Account of $234,788,$56,157, gain on extinguishment of liability of $113,136,$5,309, and dividends and interest on cash and cash equivalents of $1,$28. offsetFor bythe three months ended June 30, 2025, we had net loss of $238,126, which consisted of listing expenses of $48,243,$28,650, administrative expenses of $32,167,$30,097, legal and accounting expenses of $157,178,$186,881, marketingdues and advertisingsubscriptions expense of $750,$73,489, and insurance expense of $42,934.$30,008, partially offset by dividends income on marketable securities held in the Trust Account of $98,390, gain on extinguishment of liability of $12,533, and dividends and interest on cash and cash equivalents of $76.
For the six months ended June 30, 2026, we had net loss of $237,978, which consisted of listing expenses of $33,264, administrative expenses of $2,034, legal and accounting expenses of $255,927, dues and subscriptions expense of $22,433, and insurance expense of $58,221, offset by dividends income on marketable securities held in the Trust Account of $128,502, gain on extinguishment of liability of $5,309, and dividends and interest on cash and cash equivalents of $90. For the six months ended June 30, 2025, we had net loss of $171,473, which consisted of listing expenses of $76,893, administrative expenses of $62,264, legal and accounting expenses of $344,059, dues and subscriptions expense of $73,489, marketing and advertising expense of $750, and insurance expense of $72,942, partially offset by dividends income on marketable securities held in the Trust Account of $333,178, gain on extinguishment of liability of $125,669, and dividends and interest on cash and cash equivalents of $77.
As of MarchJune 31,30, 2026, we had $32,586$1,726 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,841,877$2,978,096 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable).
For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $82,007.$101,710. Net loss of $172,916$237,978 was adjusted by $90,909$136,268 changes in operating assets and liabilities. Net cash provided by investing activities was $3,595,757$3,524,600 related to proceeds from redemption of marketable securities held in Trust Account of $3,683,102, offset by the purchase of marketable securities held in Trust Account of $15,002,$30,002, as well as dividends received from and reinvestment of marketable securities of $72,342.$128,500. Net cash used in financing activities was $3,488,102$3,428,102 related to payment of redemptions on Class A ordinary shares subject to redemption of $3,683,102, offset by $195,000$255,000 proceeds from drawdowns on the promissory notes with the Sponsor for Trust extension fees and working capital needs.
As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $6,337,572$6,408,729 (including approximately $72,345$128,502 of gains on marketable securities) consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting fees and income taxes payable), to complete our initial business combination. To the extent that our capital shares or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we had cash and cash equivalents of $32,586$1,726 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the option of the lender. As of MarchJune 31,30, 2026, we did not have any outstanding working capital loans.
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of MarchJune 31,30, 2026.
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of MarchJune 31,30, 2026.
ISRLF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ISRLF (13F)
None of the 59 investors we track reported a position in their latest 13F.