Israel Acquisitions p(ISRL) - 2025 Q2 - Quarterly Report

Financial Performance - The company has generated no revenues to date and does not expect to generate operating revenues until the completion of its initial business combination [115]. - As of June 30, 2025, the company reported a net loss of $238,126 for the three months ended June 30, 2025, compared to a net income of $738,891 for the same period in 2024 [127]. - For the six months ended June 30, 2025, the company had a net loss of $171,473, while for the same period in 2024, it reported a net income of $1,314,747 [128]. - The company expects to incur significant costs related to identifying a target business and negotiating an initial business combination, raising substantial doubt about its ability to continue as a going concern within one year [136]. Cash and Securities - The company had $57,256 in cash and cash equivalents held outside of the Trust Account and a working capital deficit of $2,052,354 as of June 30, 2025 [129]. - A total of $146,625,000 was placed in the Trust Account following the Initial Public Offering and the sale of Private Placement Units [131]. - As of June 30, 2025, the company had marketable securities held in the Trust Account amounting to $9,570,875, including approximately $333,178 of gains [133]. - As of June 30, 2025, the company had cash and cash equivalents of $57,256 held outside the Trust Account [135]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Gadfin Ltd., a technology company specializing in hydrogen-powered drones, on January 26, 2025 [120]. - The company has the ability to extend the Termination Date from January 18, 2025, up to twelve times to January 18, 2026, by depositing $35,000 or $0.035 per Public Share into the Trust Account [116]. - Following a shareholder vote, $73,533,953 was removed from the Trust Account to pay holders who redeemed 6,461,683 Class A ordinary shares [117]. - Up to $1,500,000 of potential loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit, at the lender's option [137]. Compliance and Regulatory Matters - The company received a deficiency letter from Nasdaq regarding non-compliance with the minimum market value of listed securities requirement of $50 million, with a compliance period until November 24, 2025 [124]. Debt and Liabilities - The company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2025 [138]. Accounting and Financial Reporting - The underwriters of the Initial Public Offering are entitled to a deferred discount of $0.35 per Unit, totaling $5,406,250, payable only if a Business Combination is completed [138]. - The company has not identified any critical accounting estimates as of June 30, 2025 [139]. - The company adopted ASU 2023-07 for the annual period ended December 31, 2024, which did not have a material impact on its financial statements [140]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, requires additional disclosures related to income tax rate reconciliations and income taxes paid, which the company is currently assessing [141]. - The company's management does not believe that any other recently issued accounting pronouncements would have a material effect on the financial statements [143]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [144].