Israel Acquisitions (ISRL) risk factors, FY2025 10-K

Other

1. 01Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks

Risks Relating to the Sponsor and Management Team

1. 02Risks Associated with Acquiring and Operating a Business in Foreign Countries
2. 03We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
3. 04Management has determined there is substantial doubt as to our ability to continue as a going concern22% rewritten
4. 05Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination
5. 06Our public shareholders may not be afforded an opportunity to vote on the option to extend the period of time to consummate our initial business combination
6. 07Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash
7. 08If we seek shareholder approval of our initial business combination, the Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote
8. 09The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
9. 10The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure
10. 11The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
11. 12Conditions in Israel, including the ongoing multi-front conflict and the recent escalation of conflict in the Middle East and Southwest Asia, may materially and adversely affect the business of our potential acquisition targets and our search for a business combinationNew
12. 13If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
13. 14You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss
14. 15Our securities have been delisted from trading on Nasdaq and trade on OTC Markets, which could limit investors’ ability to make transactions in our securities and make it more difficult to consummate a Business CombinationNew
15. 16You will not be entitled to protections normally afforded to investors of many other blank check companies
16. 17As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination
17. 18If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public share
18. 19Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders
19. 20We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers
20. 21Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
21. 22Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
22. 23We may not hold an annual general meeting until after the consummation of our initial business combination
23. 24We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise
24. 25We are not required to obtain an opinion from an independent accounting or investment banking firm, and, consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view
25. 26Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
26. 27Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition
27. 28We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree
28. 29We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results
29. 30We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company
30. 31We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
31. 32The net proceeds from the Initial Public Offering and the sale of the Private Placement Units provided us with $146,625,000 that we may use to complete our initial business combination. As of December 31, 2025, there was $9,933,329 remaining in the Trust Account to use to complete our initial business combination
32. 33We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
33. 34We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all
34. 53Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us
35. 54The officers and directors of an acquisition candidate may resign upon the completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business
36. 55Certain of our executive officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination
37. 56Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
38. 57We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with the Sponsor, executive officers, directors or initial shareholders, which may raise potential conflicts of interest
39. 58Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business
40. 59The Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support
41. 60Holders of Class A ordinary shares will not be entitled to vote on the appointment of directors and certain other matters prior to our initial business combination
42. 61After our initial business combination, it is possible that a majority of our officers and directors will live outside the United States and all of our assets will be located outside the United States. Therefore, investors may not be able to enforce federal securities laws or their other legal rights
43. 62We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate
44. 63We may face risks related to companies in the Israeli technology industry
45. 64If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
46. 65Exchange rate fluctuations and currency policies may diminish a target business’ ability to succeed in the international markets
47. 66We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights
48. 67Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations
49. 68We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance
50. 69Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination
51. 70Military conflict in Ukraine, Iran and Israel could make it more difficult for us to consummate a business combination46% rewritten

Risks Relating to our Securities

1. 35The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share
2. 36If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
3. 37You may experience substantial dilution of our Class A ordinary shares due to anti-dilution provisions in the founder shares
4. 38The nominal purchase price paid by the Sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination
5. 39The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share36% rewritten
6. 40Unlike some other similarly structured blank check companies, the Sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination
7. 41We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
8. 42Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination
9. 43A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination
10. 44We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time
11. 45Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management
12. 46The U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued in the Initial Public Offering is unclear under current law
13. 47Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
14. 48As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company
15. 49The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time
16. 50The grant of registration rights to the Sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares
17. 51We may reincorporate or become a tax resident in another jurisdiction in connection with our initial business combination and such reincorporation or change in tax residency may result in taxes imposed on shareholders and warrant holders
18. 52If we take advantage of Nasdaq’s controlled company standards, we would be exempt from various corporate governance requirements28% rewritten