Israel Acquisitions p(ISRL) - 2025 Q3 - 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 [120]. - As of September 30, 2025, the company reported a net loss of $180,427 for the three months ended, with significant expenses including legal and accounting costs totaling $142,580 [133]. - For the nine months ended September 30, 2025, the company reported a net loss of $351,900, with legal and accounting expenses amounting to $486,639 [134]. - As of September 30, 2025, the company had cash and cash equivalents of $63,803 and a working capital deficit of $2,485,024 [136]. - For the nine months ended September 30, 2025, net cash used in operating activities was $295,938, with a net loss of $351,900 adjusted by $55,962 changes in operating assets and liabilities [139]. Business Combination - The company entered into a Business Combination Agreement with Gadfin Ltd., valuing Gadfin at $180 million, focusing on hydrogen-powered drone technology for logistics [125][128]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination and for working capital needs [140]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial business combination [142]. 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 [127]. - The company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows [147]. Capital Structure and Financing - The company has 6,352,099 ordinary shares outstanding after a redemption of 6,461,683 Class A ordinary shares, resulting in $73,533,953 being removed from the Trust Account [122][123]. - The company issued an unsecured promissory note for $335,131 to cover extension payments, with $27,927 drawn against it for additional one-month extensions [124]. - 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 [145]. - As of September 30, 2025, the company had no long-term debt or capital lease obligations [144]. - The company did not have any outstanding working capital loans as of September 30, 2025 [143]. Operational Status - The company has not commenced any operations as of September 30, 2025, with all activities related to its formation and search for a business combination target [132]. - The company expects to incur increased expenses related to being a public company, including legal and financial reporting costs [132]. - The company has amended its Trust Agreement to allow for up to twelve one-month extensions of the Termination Date to January 18, 2026 [121]. - Net cash provided by investing activities was $72,849,016, primarily from the redemption of marketable securities held in the Trust Account [139]. - As of September 30, 2025, marketable securities held in the Trust Account amounted to $9,755,067, including approximately $433,586 of gains [140].