Israel Acquisitions Corp Unit 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (17 CFR §232.405) during the preceding 12months (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 an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. (Check one): 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 Section13(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 control overfinancial 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 audit report.☐ 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 by anyof 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 Rule12b-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 30, 2025 (the last business day of the registrant’smost recently completed second fiscal quarter), was $10,133,736 (based on the $12.70 closing sale price of the Registrant’s Class A ordinary shares on such date). As of March 31, 2026, there were 1,264,572 ClassA ordinary shares, par value $0.0001 per share issued and outstanding. Documents incorporated by reference: NONE TABLE OF CONTENTS PagePart I6Item 1.Business6Item1A.Risk Factors34Item 1B.Unresolved Staff Comments73Item 1C.Cybersecurity73Item 2.Properties73Item 3.Legal Proceedings73Item 4.Mine Safety Disclosures73Part II74Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases ofEquity Securities74Item 6.[Reserved]75Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations75Item7A.Quantitative and Qualitative Disclosures About Market Risk81Item 8.Financial Statements and Supplementary Data81Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure81Item9A.Controls and Procedures81Item 9B.Other Information82Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections82PartIII83Item 10.Directors, Executive Officers and Corporate Governance83Item 11.Executive Compensation91Item 12.Security Ownership of Certain Beneficial Owners and Management and Related ShareholderMatters92Item 13.Certain Relationships and Related Transactions, and Director Independence93Item 14.Principal Accounting Fees and Services97PartIV98Item 15. Exhibit and Financial Statement Schedules98Item 16.Form 10-K Summary102 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 Form10-K, unless the context otherwise requires, references to: ●“amended and restated memorandum and articles of association”are to the Fifth Amended and RestatedMemorandum and Articles of Association that the company adopted by special resolution and at anextraordinary general meeting of the shareholders on January16, 2026;●“Annual Report on Form10-K”are to this Annual Report on Form10-K for the fiscalyear endedDecember31, 2025;●“BTIG”are to BTIG, LLC the representative of the underwriters;●“Business Combination Agreement”are to tha