UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended:
| 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:
(Exact name of registration as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| ( |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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.
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 (17 CFR §232.405) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated filer | ¨ | Accelerated filer | ¨ |
| x | 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of the ordinary shares
held by non-affiliates of the registrant, computed as of June 28, 2024 (the last business day of the registrant’s most recently
completed second fiscal quarter), was $
As of March 31, 2025, there were Class A ordinary shares, par value $0.0001 per share issued and outstanding.
Documents incorporated by reference:
The Annual Report on Form 10-K filed by Israel Acquisitions Corp, filed with the United States Securities and Exchange Commission on March 31, 2025, is hereby incorporated by reference in its entirety (including into Parts I, II, and III).
| Auditor Firm ID | Auditor Name | Auditor Location |
EXPLANATORY NOTE
Israel Acquisitions Corp (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) for the year ended December 31, 2024, to amend the Company’s Annual Report on Form 10-K, originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the “Original 10-K”), and the Original 10-K is incorporated by reference herein. The Original Form 10-K omitted Exhibit 97.1, which is the Company’s Clawback Policy. The Company is filing this Amendment No. 1 solely to include the omitted exhibit.
Pursuant to the rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currently dated certifications from our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Amendment No. 1. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not filing any financial statements with this Amendment No. 1.
This Amendment No. 1 speaks as of the original filing date of the Original Form 10-K. No other information included in the Original Form 10-K has been modified or updated in any way. The Original Form 10-K continues to speak as of the date of the original filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the original filing other than as expressly indicated in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other SEC filings.
Item 15. Exhibits, Financial Statement Schedules.
(a)(3) Exhibits:
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.
(b) Exhibits:
See Item 15(a)(3) above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 23, 2025
| ISRAEL ACQUISITIONS CORP | |||
|
By: |
/s/ Ziv Elul | ||
| Name: | Ziv Elul | ||
| Title: | Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | |||
|
By: |
/s/ Ziv Elul | Chief Executive Officer and Director | June 23, 2025 | ||
| Ziv Elul | (Principal Executive Officer) | ||||
| By: | /s/ Sharon Barzik Cohen | Chief Financial Officer and Director | June 23, 2025 | ||
| Sharon Barzik Cohen | (Principal Financial and Accounting Officer) | ||||
| By: | /s/ Izhar Shay | Director (Chairman) | June 23, 2025 | ||
| Izhar Shay | |||||
| By: | /s/ Candice Beaumont | Director | June 23, 2025 | ||
| Candice Beaumont | |||||
| By: | /s/ Peter Cohen | Director | June 23, 2025 | ||
| Peter Cohen | |||||
| By: | /s/ Roy Zisapel | Director | June 23, 2025 | ||
| Roy Zisapel | |||||
| By: | /s/ Daniel Recanati | Director | June 23, 2025 | ||
| Daniel Recanati | |||||
EXHIBIT INDEX
| 32.1 | Certification of Chief Executive Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 101.INS* | XBRL Instance Document | |||||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |||||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104 | Cover Page Interactive Data File. Formatted in Inline XBRL and contained in exhibit 101. |
*Filed herewith
| ** | These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |