Israel Acquisitions Corp 8-K

What Happened
Israel Acquisitions Corp (IAC) announced by Form 8-K that the business combination agreement with Gadfin Ltd., originally entered on January 26, 2025 (and amended several times), was terminated on June 22, 2026 pursuant to its terms. The Transactions would have created a new Israeli holding company, Gadfin Regev Holdings Ltd. (NewPubco), and involved two mergers (the Acquisition Merger and the IAC Merger). In connection with the Termination, the Sponsor Support Agreement among Israel Acquisitions Sponsor LLC (the Sponsor), IAC and Gadfin also terminated.

Key Details

• Agreement date: Business Combination Agreement executed January 26, 2025; terminated June 22, 2026.
• Planned structure: Would have combined IAC and Gadfin under NewPubco via two mergers (Acquisition Merger and IAC Merger).
• Sponsor commitments: Sponsor had agreed to vote for the deal, waive redemption rights, and potentially forfeit up to 1,429,000 Sponsor Shares to satisfy a Dilution Cap; those agreements terminated with the deal.
• Amendments/extensions: The Agreement had been amended multiple times to extend the required closing date prior to termination.

Why It Matters
This filing confirms the planned merger/acquisition with Gadfin will not occur, and the specific shareholder and sponsor commitments tied to that transaction (including the Sponsor’s potential forfeiture of shares and voting obligations) are no longer in effect. For investors, that means IAC remains a separate entity rather than combining into NewPubco; any expected strategic, ownership or liquidity effects tied to the proposed transaction will not happen unless a new deal is announced. Shareholders should watch for follow-up disclosures about IAC’s strategy, capital structure, or any new transactions.