Business Combination Prospectus (Form 425)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2025

ISRAEL ACQUISITIONS CORP

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41593		87-3587394
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas		78738
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (800) 508-1531

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant		ISRLU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ISRL		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		ISRLW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2023, Israel Acquisitions Corp, a Cayman Islands exempted company (the "Company") entered into an Administrative Services Agreement (the "Agreement"), with Israel Acquisitions Sponsor LLC (the "Sponsor", together with the Company, the "Parties"). On December 31, 2025, the Parties entered into a waiver to the Agreement (the "Waiver") whereby the Parties agreed to waive the administrative fees due under the Agreement. Pursuant to the Waiver, the waived administrative fees include (i) the $10,000 per month owed to the Sponsor until the consummation by the Company of an initial business combination or the Company's liquidation, and (ii) the $240,000 accrued fees to date.

The foregoing description of the Waiver is only a summary and is qualified in its entirety by reference to the full text of the Waiver, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Waiver to the Administrative Services Agreement, dated as of December 31, 2025, by and among, the Company and the Sponsor
104		Cover Page Interactive Data File (embedded within the Inline document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISRAEL AcquisitionS Corp
	By:	/s/ Ziv Elul
		Name:	Ziv Elul
		Title:	Chief Executive Officer and Director
Dated: January 2, 2026

Exhibit 10.1

WAIVER

TO

ADMINISTRATIVE SERVICES AGREEMENT

This Waiver (this "Waiver"), dated as of December 31, 2025 (the "Effective Date"), to the Administrative Services Agreement, dated January 12, 2023 (the "Agreement"), is made by and among Israel Acquisitions Corp, a Cayman Islands exempted Company (the "Company") and Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the "Sponsor" and collectively with the Company, the "Parties"). Unless otherwise defined herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

WITNESSETH:

WHEREAS, the Company and the Sponsor entered into the Agreement;

WHEREAS, pursuant to the Agreement, the Company shall pay the Sponsor a sum of $10,000 per month first payable on the Listing Date and thereafter payable in arrears within fifteen (15) calendar days after the end of each of the Company's fiscal quarters until the consummation by the Company of an initial business combination or the Company's liquidation;

WHEREAS, the Company and Sponsor wish to waive certain terms of the Agreement appliable to the Company and Sponsor as set forth in this Waiver.

NOW, THEREFORE, in consideration of the rights and obligations contained herein, the adequacy of which is hereby acknowledged, the Parties agree as follows:

1.       Waiver.

a.

Prospective Waiver. As of the Effective Date, the Parties hereby agree that the Company shall no longer be required to pay the Sponsor $10,000 a month nor any ancillary administrative fees under the Agreement.

b.

Waiver of Accrued Fees. As of the Effective Date, the Sponsor hereby irrevocably waives, releases and discharges the Company from any and all obligations to pay any accrued and unpaid administrative fees and any ancillary administrative fees owed under the Agreement through and including the Effective Date, including, without limitation, the accrued fees of $240,000, and any interest, penalties or other amounts in respect thereof.

2.       Limited Effect.

a.

Except as expressly provided in this Waiver, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the modifications contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either the Company or the Sponsor that would require the waiver or consent of another.

b.

On and after the Effective Date, each reference in the Agreement to "this Agreement," "the Agreement," "hereunder," "hereof" "herein," or words of like import, and each reference to the Agreement in any other agreements, documents, or instruments will mean and be a reference to the Agreement as modified by this Waiver.

3.       Miscellaneous.

a.

This Waiver shall be binding upon each of the Company and the Sponsor and their respective permitted successors and permitted assigns.

b.

This Waiver constitutes the entire agreement among the Company and the Sponsor with respect to the subject matter hereof and supersedes all prior agreements and undertaking, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

c.

This Waiver may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have hereunto caused this Waiver to be duly executed as of the date first set forth above.

	ISRAEL ACQUISITIONS CORP.
	By:	/s/ Ziv Elul
	Name: Ziv Elul
	Title: Chief Executive Officer
	ISRAEL ACQUISITIONS SPONSOR LLC
	By:	/s/ Alex Greystoke
	Name: Alex Greystoke
	Title: Manager

[Signature Page to Waiver to Administrative Services Agreement]