FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41593

ISRAEL ACQUISITIONS CORP

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		87-3587394
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

(Address of principal executive offices)

(800) 508-1531

(Issuer’s telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2023, there were 15,137,500 Class A ordinary shares, par value $0.0001 per share issued and outstanding and 4,791,667 Class B ordinary shares, par value $0.0001 per share issued and outstanding.

Table of Contents

TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION	2
Item 1. Interim Financial Statements (unaudited).	2
Condensed Balance Sheets as of June 30, 2023 and December 31, 2022	2
Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	3
Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and six months ended June 30, 2023 and 2022	4
Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures	23
PART II - OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1.A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	26
PART III - SIGNATURES	28

- 1 -

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ISRAEL ACQUISITIONS CORP

CONDENSED BALANCE SHEETS

(UNAUDITED)


	June 30,		December 31,
	2023		2022
ASSETS
Current assets
Cash and cash equivalents	$	901,165	$	8,305
Prepaid expenses – current		264,946		—
Cash and Marketable Securities held in Trust Account		149,727,894		—
Total Current Assets		150,894,005		8,305
Non-current assets
Deferred offering costs associated with the proposed public offering		—		655,167
Total Non-current Assets		—		655,167
Total Assets	$	150,894,005	$	663,472

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	82,774	$	71,655
Accounts payable		48,455		—
Accrued offering costs		—		406,583
Deferred underwriting commissions		5,406,250		—
Promissory note - related party		—		237,234
Total Current Liabilities		5,537,479		715,472
Total Liabilities		5,537,479		715,472

Commitments and Contingencies (Note 5)
Class A Ordinary Shares Subject to Possible Redemption
Class A ordinary shares subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 14,375,000 shares issued and outstanding at redemption value at June 30, 2023 and no shares issued and outstanding at December 31, 2022		149,727,894		—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption) at June 30, 2023 and no shares issued and outstanding at December 31, 2022		76		—
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,791,667 shares issued and outstanding at June 30, 2023 and December 31, 2022		479		479
Additional paid-in capital		—		24,521
Accumulated deficit		(4,371,923)		(77,000)
Total Shareholders’ Deficit		(4,371,368)		(52,000)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	150,894,005	$	663,472

The accompanying notes are an integral part of these unaudited condensed financial statements.

- 2 -

Table of Contents

ISRAEL ACQUISITIONS CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three		For the Three		For the Six		For the Six
	Months Ended		Months Ended		Months Ended		Months Ended
	June 30,		June 30,		June 30,		June 30,
	2023		2022		2023		2022
							(as restated)
Formation and Operating expense	$	—	$	—	$	—	$	969
Marketing and advertising expense		—		—		3,732		—
Administrative expense		129,963		—		160,848		—
Legal and accounting expense		115,887		10,278		244,071		35,278
Dues and subscriptions expense		3,198		—		5,848		—
Listing fee expense		5,550		—		10,763		—
Insurance expense		64,167		—		120,054		—
Loss from operations		(318,765)		(10,278)		(545,316)		(36,247)

Other income:
Unrealized gain on marketable securities held in Trust Account		1,743,572		—		3,102,884		—
Dividend income on marketable securities held in Trust Account		7		—		10		—
Dividend income		10,991		—		22,073		—
Interest income		1		—		120		—
Other income, net		1,754,571		—		3,125,087		—
Net income (loss)	$	1,435,806	$	(10,278)	$	2,579,771	$	(36,247)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		14,375,000		—		13,024,862		—

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.11	$	—	$	0.46	$	—

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		762,500		—		690,884		—

Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.02)	$	—	$	(0.69)	$	—

Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares		4,791,667		4,791,667		4,791,667		4,791,667

Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.02)	$	(0.00)	$	(

SEC Form 10-Q filed by Israel Acquisitions Corp