ISRAEL ACQUISITIONS CORP

ISRAEL ACQUISITIONS CORP_March 31, 2025

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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 March 31, 2025

☐ 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 May 14, 2025, there were 1,560,432 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 March 31, 2025 and December 31, 2024	2
Condensed Statements of Operations for the three months ended March 31, 2025 and 2024	3
Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2025 and 2024	4
Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24
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	27

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ISRAEL ACQUISITIONS CORP

CONDENSED BALANCE SHEETS

(UNAUDITED)


	March 31,		December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	27,193	$	21,257
Prepaid expenses		69,925		6,359
Cash and Marketable Securities held in Trust Account		9,388,700		82,604,083
Total Current Assets		9,485,818		82,631,699
Total Assets	$	9,485,818	$	82,631,699

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	229,673	$	224,964
Accounts payable		133,766		305,839
Due to related party		150,000		120,000
Promissory note – related party		1,283,783		825,000
Deferred underwriting commissions		5,406,250		5,406,250
Total Current Liabilities		7,203,472		6,882,053
Total Liabilities		7,203,472		6,882,053

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 797,932 and 7,259,615 shares issued and outstanding at redemption value at March 31, 2025 and December 31, 2024, respectively		9,388,700		82,604,083

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 797,932 and 7,259,615 shares subject to possible redemption) at March 31, 2025 and December 31, 2024, respectively		76		76
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,791,667 shares issued and outstanding at March 31, 2025 and December 31, 2024		479		479
Additional paid-in capital		—		—
Accumulated deficit		(7,106,909)		(6,854,992)
Total Shareholders’ Deficit		(7,106,354)		(6,854,437)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	9,485,818	$	82,631,699

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2025		2024
Marketing and advertising expense	$	750	$	—
Administrative expense		2,167		7,029
Administrative expense – related party		30,000		30,000
Legal and accounting expense		157,178		378,580
Dues and subscriptions expense		—		34,535
Listing fee expense		48,243		117,464
Insurance expense		42,934		64,167
Loss from operations		(281,272)		(631,775)

Other income:
Gain on extinguishment of liability		113,136		—
Dividend income on marketable securities held in Trust Account		234,788		1,201,832
Dividend income		—		5,798
Interest income		1		1
Other income		347,925		1,207,631
Net income	$	66,653	$	575,856

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,946,676		7,885,143

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.15	$	0.12

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

Basic and diluted net loss per share, non-redeemable Class A ordinary shares	$	(0.04)	$	(0.06)

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

Basic and diluted net loss per share, non-redeemable Class B ordinary shares	$	(0.04)	$	(0.06)

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

(UNAUDITED)


	Class A
	Ordinary Shares Subject to Possible			Class A			Class B			Additional				Total
	Redemption			Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2024	7,259,615	$	82,604,083	762,500	$	76	4,791,667	$	479	$	—	$	(6,854,992)	$	(6,854,437)
Remeasurement of Class A ordinary shares to redemption value	—		318,570	—		—	—		—		—		(318,570)		(318,570)
Redemption of Class A ordinary shares	(6,461,683)		(73,533,953)	—		—	—		—		—		—		—
Net income	—		—	—		—	—		—		—		66,653		66,653
Balance - March 31, 2025	797,932		9,388,700	762,500	$	76	4,791,667	$	479	$	—	$	(7,106,909)	$	(7,106,354)


	Class A
	Ordinary Shares Subject to Possible			Class A			Class B			Additional				Total
	Redemption			Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2023	14,375,000	$	153,702,006	762,500	$	76	4,791,667	$	479	$	—	$	(4,852,331)	$	(4,851,776)
Remeasurement of Class A ordinary shares to redemption value	—		1,351,832	—		—	—		—		—		(1,351,832)		(1,351,832)
Redemption of Class A ordinary shares	(7,115,385)		(75,921,158)	—		—	—		—		—		—		—
Net income	—		—	—		—	—		—		—		575,856		575,856
Balance - March 31, 2024	7,259,615		79,132,680	762,500	$	76	4,791,667	$	479	$	—	$	(5,628,307)	$	(5,627,752)

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

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ISRAEL ACQUISITIONS CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months		Three Months
	Ended		Ended
	March 31,		March 31,
	2025		2024

Cash Flows from Operating Activities:
Net income	$	66,653	$	575,856
Changes in operating assets and liabilities:
Prepaid expenses		(63,566)		10,891
Due to related party		30,000		30,000
Accounts payable		(172,073)		19,549
Accrued expenses		4,709		212,265
Net cash (used in) provided by operating activities		(134,277)		848,561

Cash Flows from Investing Activities:
Purchase and reinvestment of marketable securities held in Trust Account		(318,570)		(1,351,832)
Proceeds from redemption of marketable securities held in Trust Account		73,533,953		75,921,158
Net cash provided by investing activities		73,215,383		74,569,326

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		458,783		150,000
Redemptions of Class A ordinary shares subject to redemption		(73,533,953)		(75,921,158)
Net cash (used in) financing activities

SEC Form 10-Q filed by Israel Acquisitions Corp