Israel Acquisitions Corp-A 2024年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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). 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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one): Large Accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging 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 orrevised 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 controlover 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 auditreport. ; 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 filingreflect 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 byany 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). Yes ; No ; 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’smost recently completed second fiscal quarter), was $79,855,765 (based on the $11.00 closing sale price of the Registrant’s Class A ordinary shares on such date). As of March 31, 2025, there were 1,560,432 Class A ordinary shares, par value $0.0001 per share issued and outstanding. Documents incorporated by reference: NONE TABLE OF CONTENTS PagePart I5Item 1.Business5Item1A.Risk Factors32Item1B.Unresolved Staff Comments70Item1C.Cybersecurity70Item 2.Properties70Item 3.Legal Proceedings70Item 4.Mine Safety Disclosures70Part II71Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities71Item 6.[Reserved]72Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations72Item7A.Quantitative and Qualitative Disclosures About Market Risk77Item 8.Financial Statements and Supplementary Data77Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure77Item9A.Controls and Procedures77Item9B.Other Information78Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78PartIII79Item 10. Directors, Executive Officers and Corporate Governance79Item 11. Executive Compensation87Item 12. Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters88Item 13. Certain Relationships and Related Transactions, and Director Independence89Item 14. Principal Accounting Fees and Services93PartIV94Item 15. Exhibit and Financial Statement Schedules94Item 16. Form 10-K Summary97 CERTAIN DEFINED TERMS Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “IAC” or the“Company” refer to Israel Acquisitions Corp, an exempted limited company incorporated in the Cayman Islands. Inthis Annual Report on Form 10-K, unless the context otherwise requires, references to: ●“amended and restated memorandum and articles of association”are to the Fourth Amended andRestated Memorandum and Articles of Association that the company adopted by special resolutionand at an extraordinary general meeting of the shareholders on January 6, 2025;●“Annual Report on Form 10-K”are to this Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024;●“BTIG”are to BTIG, LLC the representative of the underwriters;●“Business Combination Agreement”are to that certain business combination agreement entered intoon January 26, 2025 by and between the Company and Gadfin;●“Class A ordinary shares”are to our Class A ordinary shares, par value $0.0001 per share;●“Class B ordinary shares”are to our Class B Ordinary shares, par value $0.0001 per share;●“Companies Act”are to the Companies Act (2022 Revision) of the Cayman Islands as the same maybe amended from time to time;●“founder shares”are to our Class B ordinary shares initial