Israel Acquisitions (ISRL) PRE 14APreliminary proxy

WASHINGTON, D.C. 20549

Payment of Filing Fee (Check the appropriate box):

Dear Israel Acquisitions Corp Shareholder:

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the Extension Amendment Proposal and Trust Agreement Amendment Proposal is a condition to the implementation of the Extension

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of a majority of the then outstanding Ordinary Shares pursuant to the Trust Agreement. As of the date of this Proxy Statement, the Company has 12,813,782 Ordinary Shares outstanding (inclusive of the Class A Ordinary Shares underlying the Private Placement Units). Accordingly, if all outstanding Public Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares, to vote in favor of the Trust Agreement Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued and outstanding Ordinary Shares entitled to vote and who, being present in person or represented by proxy at the Extraordinary General Meeting, or any adjournment or postponement thereof, vote on such matter. Assuming all outstanding Ordinary Shares are present at the Extraordinary General Meeting, then in addition to the Founder Shares and the shares included in the Private Placement Units, the Company will need 852,725 Public Shares or 11.75% of the outstanding Public Shares to vote in favor of the Adjournment Proposal to approve such proposal. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Israel Acquisitions urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if thought fit, passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated [•], 2024 and is first being mailed to shareholders on or about that date:

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation of the Extension and Extension Amendment. Pursuant to the Existing Charter, we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001,

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000

The Trust Agreement Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

The Existing Charter provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying Business Combinations(s) consummated on or before the Termination Date (unless extended pursuant to the terms of the Existing Charter). The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Israel Acquisitions additional time to complete a Business Combination than would be permitted utilizing the Funded Extension Periods. Additionally, the purpose of the Extension Amendment Proposal is to simultaneously (i) provide those Israel Acquisitions shareholders who do not wish to extend the Termination Date as provided for by the proposals with the opportunity to exercise their redemption rights earlier than they would if Israel Acquisitions liquidated on the Termination Date and (ii) allow those Israel Acquisitions shareholders who wish for Israel Acquisitions to continue its search for a Business Combination to remain shareholders.

Currently, the Company has until December 18, 2024 (unless extended pursuant to the terms of the Existing Charter), to consummate a Business Combination, absent any Funded Extension Period (as described below) provided for under the Existing Charter. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination within the Combination Period, as extended, given the actions that must occur prior to closing of a Business Combination.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Israel Acquisitions shareholders, Israel Acquisitions may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension and Extension Amendment, or to otherwise provide additional time to effectuate the Extension and

The presence, in person (including virtually) or by proxy, at the Extraordinary General Meeting of the holders of a majority of the outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the conduct of business at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, Mr. Greenberg, and the officers, directors and the initial shareholders of Israel Acquisitions waived their rights to participate in any liquidation distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.

Accordingly, an Israel Acquisitions shareholder’s failure to vote in person (including virtually) or by proxy at the Extraordinary General Meeting, will not be counted towards the number of Ordinary Shares required to validly establish a quorum.

This Proxy Statement is being provided to Israel Acquisitions shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of Israel Acquisitions shareholders to be held on [•], 2024 and at any adjournment or postponement thereof. This Proxy Statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This Proxy Statement is being first mailed on or about [•], 2024 to all shareholders of record of Israel Acquisitions as of [•], 2024, the Record Date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

The Extraordinary General Meeting will be held at [•] Eastern Time on [•], 2024 (or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed), at the offices of Reed Smith LLP located at 2850 N. Harwood Street, Suite 1500, Dallas, Texas 75201, and virtually via live webcast by visiting https://[•], password: [•], and entering the voter control number included on your proxy card. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

At the Extraordinary General Meeting, Israel Acquisitions shareholders will consider and vote on the following proposals:

As a shareholder of Israel Acquisitions, you have a right to vote on certain matters affecting Israel Acquisitions. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this Proxy Statement. You will be

If you are an Israel Acquisitions shareholder of record, you may vote in person, by mail, internet or telephone. Each Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares that you own.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Israel Acquisitions. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the internet or by telephone. A large number of banks and brokerage firms offer internet and telephone voting. If your bank or brokerage firm does not offer internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials so as to receive the control number to vote at the Extraordinary General Meeting by [•], 2024 (five (5) business days prior to the Extraordinary General Meeting).

You will receive a confirmation of your registration by email after Israel Acquisitions receives your registration materials. You may virtually attend the Extraordinary General Meeting by visiting https://[•], password: [•], and entering the voter control number included on your proxy card. You will also need a voter

you may send another proxy card with a later date;

you may notify Israel Acquisitions’ Chief Executive Officer in writing to Israel Acquisitions Corp, 12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Texas 78738, Attention: Ziv Elul before the Extraordinary General Meeting that you have revoked your proxy; or

you may attend the Extraordinary General Meeting, revoke your proxy, and vote in person (including virtually), as indicated above.

(a) hold Public Shares or (b) hold Public Shares through Units and elect to separate your Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

submit a written request to the Trustee including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Israel Acquisitions redeem all or a portion of your Public Shares for cash; and

deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to the Trustee, physically or electronically through DTC.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[•] as of the Record Date. Prior to their exercising redemption rights, Israel Acquisitions shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Extension and Extension Amendment implemented, and if and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Israel Acquisitions’ warrants will expire worthless.

There are no appraisal rights available to Israel Acquisitions shareholders in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

Israel Acquisitions is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the internet. Israel Acquisitions has engaged Morrow Sodali to assist in the solicitation of proxies for the Extraordinary General Meeting. Israel Acquisitions and its directors, officers and employees may also solicit proxies on the internet. Israel Acquisitions will ask banks, brokers and other institutions, nominees and fiduciaries to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Israel Acquisitions will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this Proxy Statement and the related proxy materials. Israel Acquisitions will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this Proxy Statement and the related proxy materials to Israel Acquisitions shareholders. Directors, officers and employees of Israel Acquisitions who solicit proxies will not be paid any additional compensation for soliciting.

In considering the recommendation of the Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in consummating a Business Combination

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the terms of the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Israel Acquisitions Public Shares for cash and, subject to the approval of its remaining shareholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor, Mr. Aaron Greenberg, and Israel Acquisitions’ directors and officers, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the IPO, or approximately $0.005 per share, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on Nasdaq on the Record Date.

Simultaneously with the closing of the IPO, the Company consummated the sale of 762,500 Private Placement Units at a price of $10.00 per Private Placement Unit in private placements to the Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, respectively, generating total gross proceeds of $7,625,000. The Private Placement Units and Class A ordinary shares underlying the Private Placement Units will become worthless if Israel Acquisitions does not consummate a business combination by the Termination Date (unless extended pursuant to the terms of the Existing Charter) or such later date that may be approved by Israel Acquisitions shareholders.

The Sponsor, Mr. Aaron Greenberg, and Israel Acquisitions’ directors and officers paid significantly less for their Founder Shares than other Public Shareholders paid for their Public Shares purchased in the IPO or shares purchased in the open market thereafter. Even if the trading price of the Ordinary Shares were as low as $[•] per share, the aggregate market value of the Founder Shares alone would be approximately equal to the initial investment in the Company by the Sponsor. As a result, if a Business Combination is completed, the Sponsor, Mr. Aaron Greenberg, officers and directors are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company liquidates without completing its Business Combination before the Termination Date (as may be extended pursuant to the terms of the Existing Charter), the Sponsor, officers and directors will lose their entire investment in us.

With certain limited exceptions, none of the Founder Shares will be transferable, assignable, or salable by our founders until the earlier to occur of: (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the last reported sale price of our Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 180 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property; and (ii) none of the Private Placement Units (and underlying securities) will be transferable, assignable, or salable until 30 days after the completion of our Business Combination.

The Sponsor owns Private Placement Units. If the Extension Amendment Proposal is not approved and the Company liquidates without completing its Business Combination before the Termination Date, the securities underlying the Private Placement Units will be worthless.

Pursuant to the terms of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, our Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment made, which amount will not be repaid in the event that the

The Existing Charter currently provides that Israel Acquisitions has until the Termination Date to complete an initial Business Combination (unless extended pursuant to the terms of the Existing Charter). Israel Acquisitions and its officers and directors agreed that they would not seek to amend the Existing Charter to allow for a longer period of time to complete a Business Combination unless Israel Acquisitions provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. The Board has determined that it is in the best interests of Israel Acquisitions to seek an extension of the Termination Date and have Israel Acquisitions shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a Business Combination than would be permitted utilizing the Funded Extension Periods. The Board believes that the current Termination Date will not provide sufficient time to complete a Business Combination, including any permitted extensions thereof, will not provide sufficient time to complete a Business Combination and that it would be in the best interests of Israel Acquisitions’ shareholders for the Sponsor to be able to more effectively utilize its working capital towards optimizing its efforts for a successful business combination for Israel Acquisitions, which would be enabled by the flexibility provided for by the Extension Amendment as compared to the extension periods currently permitted under the Existing Charter. Given Israel Acquisitions’ commitment of time, effort and financial resources to date with respect to identifying a Business Combination target, circumstances warrant providing Public Shareholders additional time and opportunity to consider a prospective Business Combination in a more efficient and cost-effective manner as we expect the terms of the Extension Amendment Proposal and Trust Agreement Amendment Proposal would enable. However, even if the Extension Amendment Proposal is approved and the Extension and Extension Amendment are implemented, there is no assurance that Israel Acquisitions will be able to consummate a Business Combination by the last Extended Date, January 18, 2026, given the actions that must occur prior to closing of a Business Combination.

Pursuant to the Existing Charter and the Trust Agreement, in order to avail ourselves of the one (1) additional Funded Extension Period to consummate the Business Combination, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, may, at their request, and by resolution of the Board, deposit into the Trust Account an additional $50,000 for each Funded Extension Period.

If the Extension Amendment Proposal is approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of 12 additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Extended Date, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Extended Date the lesser of (i) $[•] or (ii) $[•] per Public Share multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Extended Date of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Extended Date. In addition, we intend to issue a press release the day after the applicable Extended Date announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our Public Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes if any (less up to $100,000 of interest to pay dissolution expenses), and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants will expire and be worthless.

The approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which we must consummate our initial Business Combination. Therefore, our Board will abandon and not implement the Extension and Extension Amendment unless our shareholders approve the Extension Amendment Proposal and the other conditions to implementing the Extension and Extension Amendment are satisfied or waived. If the Extension Amendment Proposal is not approved and a Business Combination is not consummated by the Termination Date (unless extended pursuant to the Existing Charter), or such later date that may be approved by Israel Acquisitions shareholders, Israel Acquisitions will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The initial shareholders and Mr. Aaron Greenberg have waived their rights to participate in any liquidation distribution with respect to the 4,791,667 Founder Shares held by them. There will be no distribution from the Trust Account with respect to Israel Acquisitions’ warrants, which will expire worthless in the event Israel Acquisitions dissolves and liquidates the Trust Account.

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension and Extension Amendment, each Public Shareholder may seek to redeem all or a portion of its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. In addition, pursuant to the Existing Charter, Israel Acquisitions may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal is approved, Israel Acquisitions may nevertheless choose not to hold the Extraordinary General Meeting or not to amend the Existing Charter and may liquidate on the Termination Date (unless extended pursuant to the Existing Charter).

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The following is a discussion of material U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) that elect to have all or portion of their Public Shares redeemed for cash if the Extension Amendment Proposal is approved. This discussion applies only to U.S. Holders who hold their Public Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or status, including:

the Sponsor (or its affiliates) or our directors and officers;

a citizen or individual resident of the United States;

a corporation (or other entity that is treated as a corporation) that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

an estate whose income is subject to U.S. federal income tax regardless of its source; or

The redemption of Public Shares will generally qualify as a sale of the Public Shares that are redeemed if such redemption (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only Public Shares or other Ordinary Shares actually owned by such U.S. Holder, but also any of our Public Shares or other Ordinary Shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to Public Shares or other Ordinary Shares owned directly, Public or other Ordinary Shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any Public Shares or other Ordinary Shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of our warrants.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test since our first taxable year, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time we were considered a PFIC).

the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for its Public Shares;

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income;

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of such U.S. Holder.

As described above, the SPAC Guidance relates to, among other things, the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances under the subjective test of Section 3(a)(1)(A) of the Investment Company Act. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company.

It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

“debenture” means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not;

“Directors” and “Board of Directors” means the directors of the Company for the time being or, as the case may be, the directors assembled as a board or as a committee thereof and “Director” means any one of the Directors;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time;

“Extraordinary Resolution” means a resolution passed by a majority of at least 90% of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company;

“Investor Group” means the Sponsor, Israel Acquisitions Sponsor LLC, (an exempted limited liability company incorporated under the laws of the Cayman Islands) and their respective affiliates, and the respective successors and assigns of the foregoing;

“Memorandum of Association” means the memorandum of association of the Company, as amended and re-stated from time to time;

“Offering Shares” means the Class A Shares sold in the Offering, whether such Class A Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor;

“paid up” means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands;

“Preferred Shares” means the Preferred Shares in the capital of the Company of US$0.0001 nominal or par value designated as Preferred Shares, and having the rights provided for in these Articles;

“Principal Register”, where the Company has established one or more Branch Registers pursuant to the Companies Act and these Articles, means the Register of Members maintained by the Company pursuant to the Companies Act and these Articles that is not designated by the Directors as a Branch Register;

“Register of Members” means the register of members to be kept by the Company in accordance with section 40 of the Companies Act and includes any Branch Register(s) established by the Company in accordance with the Companies Act;

“shares” means shares in the capital of the Company, including a fraction of any of them and “share” means any one of them;

“Share Premium Account” means the share premium account established in accordance with these Articles and the Companies Act;

“Special Resolution” means a resolution passed in accordance with section 60 of the Companies Act, being a resolution:

“Treasury Shares” means shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled;

“Trust Fund” means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the gross proceeds of the IPO, together with certain of the proceeds of a private placement of shares and warrants simultaneously with the closing date of the IPO, will be deposited; and

entitled to receive notice of and attend general meetings of the Company and shall, except as otherwise expressly provided herein, be entitled to one vote for each Ordinary Share registered in the name of such holder in the Register of Members; an

except as otherwise specified in these Articles or required by law or Designated Stock Exchange rule, the holders of the Class A Shares and Class B Shares on an as converted basis shall vote as a single class.

The total number of Ordinary Shares issued and outstanding upon the completion of this Offering (excluding the private placement shares), plus

the total number of Class A Shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A Shares or equity-linked securities exercisable for or convertible into Class A Shares issued, deemed issued or to be issued, to any seller in the initial Business Combination and (y) any private placement warrants issued to the Sponsor its affiliates or any member of the management team of the Company upon conversion of working capital loans.

which all of the issued and outstanding Class B Shares shall be converted, determined in accordance with this Article 21 and the denominator of which shall be the total number of issued and outstanding Class B Shares at the time of conversion.

that contain substantially the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A under the Exchange Act (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a Shareholder vote is required to approve the proposed initial Business Combination, or the Company decides to submit the proposed initial Business Combination to the Public Shareholders for their approval, the Company shall offer to redeem the Offering Shares, subject to lawfully available funds therefor, in accordance with the provisions of Article 22 hereof in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price calculated in accordance with the following provisions of this Article 24. In the event that the Company offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Ordinary Shares payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Fund as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Company to pay its tax obligations, by (ii) the total number of then outstanding Offering Shares. If the Company offers to redeem the Offering Shares in conjunction with a Shareholder vote on the proposed initial Business Combination pursuant to a proxy solicitation, (A) the Redemption Price per share of the Ordinary Shares payable to holders of the Offering Shares exercising their Redemption Rights shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Fund as of two business days prior to the consummation of the initial Business Combination, including interest not previously released to the Company to pay its tax obligations, by (b) the total number of then outstanding Offering Shares, and (B) unless extended by the Company in its sole discretion, holders of Offering Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case no later than two business days prior to the initially, scheduled vote on the initial Business Combination. If the initial Business Combination is not consummated, any shares submitted for redemption shall be returned to the respective owner and shall remain outstanding.

A Class A Shareholder shall be entitled to receive funds from the Trust Fund only as provided in Articles 24, 25, 26 and/or 33 of these Articles. In no other circumstances shall a Class A Shareholder have any right or interest of any kind in or to distributions from the Trust Fund, and no Shareholder other than a Class A Shareholder shall have any interest in or to the Trust Fund.

Each Shareholder that does not exercise its Redemption Rights shall retain its Shares in the Company and shall be deemed to have given its consent to the release of the remaining funds in the Trust Fund to the Company, and following payment to any Public Shareholders exercising their Redemption Rights, the remaining funds in the Trust Fund shall be released to the Company.

shares. Such commission may be satisfied by the payment of cash or the lodgement of fully or partly paid up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

REDEMPTION AND PURCHASE OF OWN SHARES

issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such shares, determine;

purchase its own shares (including fractions of a share and any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member;

make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act including out of capital; and

accept the surrender for no consideration any paid up share on such terms and in such manner as the Directors may determine.

The Company will conduct redemptions called for by Articles 23 to 33 (inclusive) in accordance with the terms of such Articles.

proceeds of the sale or disposition of a forfeited share after deduction of expenses, fees and commissions incurred by the Company in connection with the sale and after the deduction of all other amounts including accrued interest shall be received by the Company and applied in payment of such part of the amount in respect of which any lien or obligation exists as is presently payable on other shares held by that Member, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to such sale or disposition) be disposed of on such terms as the Directors in their absolute discretion think fit.

A statutory declaration in writing that the declarant is a Director, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for not more than 10 days immediately preceding such meeting and the record date for such determination shall be the first date of the closure of the Register of Members.

PROCEEDINGS AT GENERAL MEETINGS

Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company.

all appointments of officers made by the Directors;

the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

dies;

resigns his office by notice in writing to the Company;

becomes bankrupt or makes any arrangement or composition with his creditors;

is found to be or becomes of unsound mind;

NOTICES

AMENDMENT OF MEMORANDUM OF ASSOCIATION