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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: (800) 508-1531
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.
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. |
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. |
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